0000899797-03-000286 Sample Contracts

LOAN AGREEMENT
Loan Agreement • May 20th, 2003 • Zi Corp • Telephone communications (no radiotelephone) • British Columbia

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

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SECOND LOAN AMENDMENT AGREEMENT
Loan Amendment Agreement • May 20th, 2003 • Zi Corp • Telephone communications (no radiotelephone)

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

SETTLEMENT AGREEMENT
Settlement Agreement • May 20th, 2003 • Zi Corp • Telephone communications (no radiotelephone) • New York

This Settlement Agreement (this "Agreement") is made and entered effective as of December 6, 2002 (the "Effective Date"), by and between America Online, Inc., Delaware corporation with its principal place of business at 22000 AOL Way, Dulles, Virginia 20166-9323, including its "Affiliates" (as that term is defined below) (collectively "AOL"), and Zi Corporation, an Alberta corporation, having its principal place of business at Suite 2100, 840 - 7 Avenue SW, Calgary, Alberta Canada T2P 3G2, and Zi Corporation of America, Inc. a Nevada Corporation, having is principal place of business at Two Embarcadero Center, Suite 2320, San Francisco, CA USA 94111 including its "Affiliates" (as that term is defined below) (collectively "Zi"). AOL and Zi are referred to collectively as the "Parties" herein.

LOAN AMENDMENT AGREEMENT
Loan Agreement • May 20th, 2003 • Zi Corp • Telephone communications (no radiotelephone)

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

LOAN AGREEMENT
Loan Agreement • May 20th, 2003 • Zi Corp • Telephone communications (no radiotelephone) • British Columbia

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

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