0001085037-04-000242 Sample Contracts

LOAN SUBSCRIPTION AGREEMENT
Loan Subscription Agreement • March 26th, 2004 • 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 promissory note (the "Note") having the terms and conditions provided for herein.

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SUBSCRIPTION AGREEMENT (For Non-U.S. Purchasers - British Columbia and Offshore)
Subscription Agreement • March 26th, 2004 • 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

AMENDMENT NO. 1 TO MASTER LICENSE AND SERVICE AGREEMENT BETWEEN VOICE MOBILITY INTERNATIONAL, INC. AND AVAYA INC.
Master License and Service Agreement • March 26th, 2004 • Voice Mobility International Inc • Telegraph & other message communications

THIS AMENDMENT NO. 1 ("Amendment No. 1"), with an effective date of December 2, 2003 (the "Effective Date"), hereby amends the Master License and Service Agreement (the "Agreement") between Voice Mobility International, Inc. ("Licensor") and Avaya Inc. ("Avaya") entered into between the parties on September 12, 2003.

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