0001085037-03-000794 Sample Contracts

EXCHANGE AGREEMENT
Exchange Agreement • November 14th, 2003 • Voice Mobility International Inc • Telegraph & other message communications • British Columbia

VOICE MOBILITY INC., a corporation continued under the federal laws of Canada having a place of business at Suite 100, 4190 Lougheed Highway, Burnaby, B.C. V5C 6A8

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SUBSCRIPTION AGREEMENT (For Non-U.S. Purchasers)
Subscription Agreement • November 14th, 2003 • Voice Mobility International Inc • Telegraph & other message communications

VOICE MOBILITY INTERNATIONAL, INC., a company incorporated pursuant to the Nevada Business Corporations Act with its principal place of business at 100-4190 Lougheed Highway, Burnaby, British Columbia, V5C 6A8

EXCHANGE AGREEMENT - SERIES A/B LOAN
Exchange Agreement - Series a/B Loan • November 14th, 2003 • Voice Mobility International Inc • Telegraph & other message communications • British Columbia

VOICE MOBILITY INC., a corporation continued under the federal laws of Canada having a place of business at Suite 100, 4190 Lougheed Highway, Burnaby, B.C. V5C 6A8

LOAN SUBSCRIPTION AGREEMENT
Loan Subscription Agreement • November 14th, 2003 • Voice Mobility International Inc • Telegraph & other message communications • British Columbia

The undersigned (the "Lender") hereby irrevocably agrees to lend to Voice Mobility Inc. (the "Company"), subject to the terms and conditions set forth in this loan subscription agreement (the "Agreement"), that principal amount as set forth below, and receives for such loan a unit (the "Unit") that consists of a promissory note (the "Note") issued by the Company for the full amount of the Subscription Funds and a non-transferable share purchase warrant (the "Warrant") issued by Voice Mobility International, Inc. ("VMII"). VMII has agreed to guarantee the repayment of the amount outstanding under the Note. The terms of the Note and the Warrant are in the form attached as Schedules C and D attached hereto. The Note and the Warrant are collectively referred to as the "Securities".

MASTER LICENSE AND SERVICE AGREEMENT VOICE MOBILITY INTERNATIONAL, INC. and AVAYA INC.
Master License and Service Agreement • November 14th, 2003 • Voice Mobility International Inc • Telegraph & other message communications • British Columbia

THIS MASTER LICENSE AND SERVICE AGREEMENT (the "Agreement") is made by and between Voice Mobility International Inc., a Nevada corporation having a place of business at

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