LOAN AGREEMENT

THIS AGREEMENT dated for reference December 5, 2002 is
between:

QUEST INVESTMENT CORPORATION,
        a British Columbia company, having an office at Suite 300, 570 Granville
        Street, Vancouver, British Columbia V6C 3P1

(the "Lender")

AND:

ZI CORPORATION, an Alberta corporation, having an
        office at Suite 2100, 840 - 7th Avenue SW, Calgary, Alberta T2P 3G2

(the "Borrower")

BACKGROUND

WHEREAS the Lender has agreed to lend to the Borrower and the
Borrower has agreed to borrow from the Lender the principal amount of $3,300,000
(the "Loan") on the terms and subject to the conditions of this Agreement.

AGREEMENTS

For good and valuable consideration, the receipt and
sufficiency of which each party acknowledges, the parties agree as follows:

|1.                                                                                                                                                                                                                                                                                                          | Definitions. In this Agreement "Business Day"
        means a day which is not a Saturday, Sunday or a statutory holiday in
        British Columbia or Alberta.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.                                                                                                                                                                                                                                                                                                          | Loan Advance. Subject to and upon the fulfilment
        of the conditions precedent contained in paragraph 8 of this Agreement,
        the Lender will advance the principal amount of the Loan to the Borrower
        or as the Borrower may otherwise direct.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|3.                                                                                                                                                                                                                                                                                                          | Use of Proceeds. The Borrower covenants and
        agrees with the Lender that except as otherwise specified herein, the
        Loan proceeds will be used by the Borrower, directly or indirectly, to
        fund a portion of the settlement payments required to be made by the
        Borrower to America Online, Inc. pursuant to the settlement agreement
        concerning the Civil Case Number C 00-0989 MMC in the United States
        District Court for the Northern District of California, San Francisco
        Division (the "Settlement Agreement"), and for no other purpose
        whatsoever without the express written consent of the Lender. If for any
        reason the Settlement Agreement has not been executed and delivered by
        December 20, 2002, all Loan proceeds will be returned to the Lender
        forthwith, with interest.                                                                                                                                                                                                                                      
|4.                                                                                                                                                                                                                                                                                                          | Term and Prepayment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                            | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|VANSOL Library:472865.5-2-                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                            | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                            | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|5.                                                                                                                                                                                                                                                                                                          | Interest. Interest will accrue on the
        Outstanding Balance from the date of advance of the Loan at the rate of
        twelve percent (12%) per annum, compounded monthly (effective annual
        rate of 12.68%), and be payable by the Borrower to the Lender monthly on
        the last Business Day of every month, as well as after maturity, default
        and judgment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|6.                                                                                                                                                                                                                                                                                                          | Commitment Fee. As additional consideration
        for the advance of the Loan, the Borrower will pay to the Lender at the
        time of advance, a commitment fee of $300,000 (the "Commitment Fee").
        The Borrower irrevocably authorizes and directs the Lender to deduct the
        Commitment Fee from the advance of the Loan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|7.                                                                                                                                                                                                                                                                                                          | Right of First Refusal. The Borrower will
        provide the Lender with written confirmation of all material particulars
        of any proposed equity or convertible debt offering by it not less than
        five (5) Business Days prior to the anticipated closing of same, and the
        Lender will have a right of first refusal to participate in such
        offering, provided that the Lender shall have exercised such right of
        first refusal by communication same in writing to the Borrower not less
        than two (2) Business Days prior to closing.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|8.                                                                                                                                                                                                                                                                                                          | Conditions Precedent. As conditions
        precedent to the advance of the Loan by the Lender:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                            | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|VANSOL Library:472865.5-3-                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                            | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                            | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                            | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|If any of the foregoing conditions precedent are not
    satisfied or waived by the Lender in writing on or before December 20, 2002,
    this Agreement will terminate, and the Lender will be under no further
    obligation to the Borrower in connection with the transaction contemplated
    herein.
|9.                                                                                                                                                                                                                                                                                                          | Representations and Warranties. The
        Borrower represents and warrants to the Lender as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                            | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|VANSOL Library:472865.5-4-                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                            | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                            | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                            | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                            | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                            | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                            | (g)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                            | (h)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                            | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|VANSOL Library:472865.5-5-                                                                                                                                                                                                                                                                                 
|10.                                                                                                                                                                                                                                                                                                         | Positive Covenants of the Borrower. The
        Borrower covenants and agrees that so long as any monies will be
        outstanding under this Agreement, it will:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                            | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                            | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                            | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                            | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                            | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                            | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                            | (g)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                            | (h)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                            | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|11.                                                                                                                                                                                                                                                                                                         | Negative Covenants of the Borrower. The
        Borrower covenants and agrees with the Lender that the Borrower will not
        without first obtaining the written consent of the Lender:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                            | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|VANSOL Library:472865.5-6-                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                            | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                            | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                            | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                            | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                            | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                            | (g)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|12.                                                                                                                                                                                                                                                                                                         | Events of Default. Each and every of the
        events set forth in this paragraph will be an event of default ("Event
        of Default"):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                            | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                            | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                            | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                            | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                            | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                            | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|VANSOL Library:472865.5-7-                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                            | (g)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                            | (h)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                            | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                            | (j)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                            | (k)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                            | (l)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                            | (m)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                            | (n)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                            | (o)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|13.                                                                                                                                                                                                                                                                                                         | Effect of Event of Default. If any one or
        more of the Events of Default occurs or occur and is or are continuing,
        the Lender may without limitation in respect of any other rights it may
        have in law or hereunder, or under the Note or the Pledge Agreement,
        demand immediate payment of all monies owing hereunder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|14.                                                                                                                                                                                                                                                                                                         | Lender's Legal Fees. The Borrower will pay for the Lender's
        reasonable legal fees and other costs, charges and expenses (including
        due diligence expenses) of and incidental to the preparation, execution
        and completion of this Agreement and the security hereunder, as may be
        required by the Lender to complete this transaction. If the Borrower
        fails to pay all of the Lender’s legal fees and other costs, charges and
        expenses due hereunder, within 30 days of                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|VANSOL Library:472865.5-8-                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                            | presentment of an invoice, such amount will be added to and form part of
        the principal amount of the Loan and will accrue interest from such date
        as if it had been advanced by the Lender to the Borrower hereunder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|15.                                                                                                                                                                                                                                                                                                         | Indemnity. The Borrower agrees to
        indemnify and save harmless the Lender and each of its directors,
        officers, employees and agents from and against all liabilities, claims,
        losses, damages and reasonable costs and expenses in any way caused by
        or arising directly or indirectly from or in consequence of the
        occurrence of any Event of Default under this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|16.                                                                                                                                                                                                                                                                                                         | Notices. In this Agreement:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                            | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                            | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|VANSOL Library:472865.5-9-                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|17.                                                                                                                                                                                                                                                                                                         | Assignment. The Borrower acknowledges and
        agrees that the Lender may assign all or part of the Loan, this
        Agreement and all collateral agreements, documents or instruments
        delivered hereunder to one or more assignees that are not non-residents
        of Canada (under the Income Tax Act (Canada)), subject only to
        the Lender’s notification of
        such assignment or assignments being given in writing to the Borrower.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|18.                                                                                                                                                                                                                                                                                                         | Agreement to Pay. Upon receipt of written
        notice and direction from the Lender, the Borrower covenants and agrees,
        net of all applicable withholding taxes, to make all payments of
        interest, principal and bonus due under this Agreement to the Lender and
        any assignee, pro rata in accordance with their respective
        proportionate interests in the Loan as set out in such written notice
        and direction, absent which all such payments may be made to the Lender.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|19.                                                                                                                                                                                                                                                                                                         | Non-Disclosure. Provided that no Event of
        Default shall have occurred hereunder, all confidential information,
        including the terms of this Agreement, other than confidential
        information that is required by law to be disclosed by the party
        receiving the confidential information to any administrative body, will
        be held by the parties in the strictest confidence and will not be
        disclosed to any person, except as provided below, provided that the
        confidential nature of the information is made known to the disclosing
        party.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                            | The restrictions set out above do not apply to
    confidential information:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                            | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                            | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                            | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                            | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                            | Confidential information received by the Lender may be
    disclosed to its affiliates and proposed assignees and participants and to
    the employees, auditors, accountants, legal counsel and other consultants
    and financial advisors of the Lender, its affiliates and proposed assignees
    or participants on a need to know basis only. The obligations of the parties
    under this paragraph will survive the termination of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|20.                                                                                                                                                                                                                                                                                                         | Enurement. This Agreement will enure to
        the benefit of and be binding upon the parties hereto and their
        respective successors and permitted assigns.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|21.                                                                                                                                                                                                                                                                                                         | Waivers. No failure or delay on the
        Lender's part in exercising any power or right hereunder will operate as
        a waiver thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|22.                                                                                                                                                                                                                                                                                                         | Remedies are Cumulative. The Lender's
        rights and remedies hereunder are cumulative and not exclusive of any
        rights or remedies at law or in equity.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|23.                                                                                                                                                                                                                                                                                                         | Time. Time is of the essence of this
        Agreement and all documents or instruments delivered hereunder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|VANSOL Library:472865.5-10-                                                                                                                                                                                                                                                                                
|24.                                                                                                                                                                                                                                                                                                         | Criminal Code Compliance. In this
        paragraph the terms "interest", "criminal rate" and "credit advanced"
        have the meanings ascribed to them in Section 347 of the Criminal
        Code (Canada) as amended from time to time. The Borrower and the
        Lender agree that, notwithstanding any agreement to the contrary, no
        interest on the Loan or the credit advanced by the Lender under this
        Agreement will be payable in excess of that permitted under the laws of
        Canada. If the effective rate of interest, calculated in accordance with
        generally accepted actuarial practices and principles, would exceed the
        criminal rate on the credit advanced, then:                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                            | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                            | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                            | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                            | and, in the event of dispute, a Fellow of the Canadian
    Institute of Actuaries appointed by the Lender will perform the relevant
    calculations and determine the reductions, modifications and credits
    necessary to effect the foregoing and the same will be conclusive and
    binding on the parties. This Agreement, the Note and all related agreements
    and documents will automatically be modified to reflect such modifications
    without the necessity of any further act or deed of the Borrower and the
    Lender to give effect to them.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|25.                                                                                                                                                                                                                                                                                                         | Invalidity. If at any time any one or more
        of the provisions hereof is or becomes invalid, illegal or unenforceable
        in any respect under any law, the validity, legality and enforceability
        of the remaining provisions hereof will not in any way be affected or
        impaired thereby to the fullest extent possible by law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|26.                                                                                                                                                                                                                                                                                                         | Governing Laws. This Agreement will be
        governed by and interpreted in accordance with the laws of the Province
        of British Columbia and the laws of Canada applicable therein. The
        Borrower and the Lender submit to the non-exclusive jurisdiction of the
        Courts of the Province of British Columbia and agree to be bound by any
        suit, action or proceeding commenced in such Courts and by any order or
        judgment resulting from such suit, action or proceeding, but the
        foregoing will in no way limit the right of the Lender to commence
        suits, actions or proceedings based on this Agreement in any
        jurisdiction it may deem appropriate.                                                                                                                                                                                                                                                                                                                                                                                                 
|27.                                                                                                                                                                                                                                                                                                         | Judgment Currency. If to obtain a judgment
        in any court it is necessary to convert a sum due hereunder in US
        Dollars into Canadian Dollars, the rate of exchange to be applied will
        be the Bank of Canada noon rate for the purchase of US Dollars with
        Canadian Dollars on the Business Day preceding that on which final
        judgment is given. The obligation of the Borrower in respect of any sum
        due from it under this Agreement in US Dollars will, notwithstanding any
        judgment in Canadian Dollars, be discharged only to the extent that on
        the business day following receipt by the Lender of any sum adjudged to
        be due hereunder in Canadian Dollars the Lender may purchase US Dollars
        with Canadian Dollars at the Bank of Canada noon rate, and if the amount
        of US Dollars so purchased falls short of the sum originally due to the
        Lender in US Dollars, the Borrower agrees, as a separate obligation and
        notwithstanding any judgment, to indemnify the Lender against such
        shortfall.
|28.                                                                                                                                                                                                                                                                                                         | Amendment. This Agreement may be varied or
        amended only by or pursuant to an agreement in writing signed by the
        parties hereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|VANSOL Library:472865.5-11-                                                                                                                                                                                                                                                                                
|29.                                                                                                                                                                                                                                                                                                         | Schedules. All Schedules attached hereto
        will be deemed fully a part of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|30.                                                                                                                                                                                                                                                                                                         | Currency. All references herein to
        "dollars" or "$" are to United States dollars, unless otherwise
        indicated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|31.                                                                                                                                                                                                                                                                                                         | Counterparts. This Agreement may be signed
        in one or more counterparts, originally or by facsimile, each such
        counterpart taken together will form one and the same agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

TO EVIDENCE THEIR AGREEMENT each of the parties has executed
this Agreement on the date first above written.

QUEST INVESTMENT CORPORATION

Per:
            "Murray Sinclair"Authorized Signatory



ZI CORPORATION

Per:
            "Michael E. Lobsinger"Authorized Signatory

|VANSOL Library:472865.5
|-----------------------



SCHEDULE "A"PROMISSORY NOTE

Principal Amount: US$3,300,000

As collateral security for the obligations of ZI CORPORATION
(the "Borrower") to QUEST INVESTMENT CORPORATION (the "Lender") and for value
received, the Borrower hereby promises to pay to the Lender the principal sum of
US$3,300,000 (the "Loan") on the earlier of:

|(a) | March 5, 2003;                                                                                                                                                                                                                    
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | any change of control of the Borrower ("control"
        being defined as ownership of or control of direction over, directly or
        indirectly, 20% or more of the outstanding voting securities of the
        Borrower; and
|(c) | the occurrence of an Event of Default (as defined
        in the loan agreement between the Borrower and the Lender dated for
        reference December 5, 2002),                                                                

together with interest accruing on the outstanding principal
amount from the date hereof at a rate of TWELVE PERCENT (12%) per annum,
compounded monthly (effective rate of 12.68% per annum), before and after each
of maturity, default and judgment, payable monthly on the last Business Day of
every month. All payments under this promissory note will be made by certified
cheque, cash or bank draft and delivered to the Lender at Suite 300, 570
Granville Street, Vancouver, British Columbia V6C 3P1. All payments made by the
Borrower will be applied first to interest, bonus and any other costs or charges
owed to the Lender, then to principal.

The undersigned is entitled to prepay this promissory note,
in whole or in part, without notice or penalty. This promissory note will be
governed by and construed in accordance with the laws of British Columbia and
the federal laws of Canada applicable therein. In this promissory note,
ABusiness Day@ means a day which is not a Saturday, Sunday or a statutory
holiday in British Columbia. The undersigned hereby waives notice of dishonour
and presentment.

Dated: December 6, 2002.

ZI CORPORATION

Per:
       
Authorized Signatory

|VANSOL Library:472865.5
|-----------------------

-13-

SCHEDULE "B"SUBSIDIARIES





|VANSOL Library:472865.5
|-----------------------