Intellectual Property Security Agreement - MITEL NETWORKS CORP - 10-24-2005

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					                                                    EXHIBIT 2.16

                         INTELLECTUAL PROPERTY SECURITY AGREEMENT

INTELLECTUAL PROPERTY SECURITY AGREEMENT, effective as of April 27, 2005, by Mitel
Networks Corporation (the "Debtor") in favour of BNY Trust Company of Canada, in its capacity as collateral
agent for the holders of the Notes (in such capacity, the "New Collateral Agent").

                                                    WITNESSETH:

WHEREAS, Highbridge International LLC (the "Former Collateral Agent") entered into an Intellectual Property
Security Agreement with the Debtor on April 27, 2005;

AND WHEREAS, the Former Collateral Agent has been replaced as collateral agent by the New Collateral
Agent;

AND WHEREAS, the Debtor is party to a General Security Agreement, dated as of April 27, 2005 (the
"GSA"), and to an undertaking, dated as of April 27, 2005, as amended on June 9, 2005, in favour of the
Former Collateral Agent pursuant to which the Debtor is required to execute and deliver this Intellectual Property
Security Agreement;

Now, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt
and adequacy of which are acknowledged, the Debtor hereby agrees with the New Collateral Agent as follows:

SECTION 1. DEFINED TERMS. Unless otherwise defined herein, terms defined in the GSA and used herein
have the meaning given to them in the GSA.

SECTION 2. GRANT OF SECURITY INTEREST IN PATENT COLLATERAL. As collateral security for
the payment and performance in full of all the Obligations, the Debtor hereby pledges and grants to the New
Collateral Agent for the benefit of the Holders a security interest and floating charge in and to all of its right, title
and interest in, to and under all the following Collateral of the Debtor:

(a) The published intellectual property listed on Schedule A attached hereto (the "Intellectual Property"); and

(b) all Proceeds, products and accessions from, of and to any thereof.

SECTION 3. SECURITY AGREEMENT. The security interest granted pursuant to this Intellectual Property
Security Agreement is granted in conjunction with the security interest granted to the New Collateral Agent
pursuant to the GSA and the Debtor hereby acknowledges and affirms that the rights and remedies of the New
Collateral Agent with respect to the security interest in the Intellectual Property made and granted hereby are
more fully set forth in the GSA, the terms and provisions of which are incorporated by reference herein as if fully
set forth herein. In the event that any provision of this Intellectual Property Security Agreement is deemed to
conflict with the GSA, the provisions of the GSA shall control unless the New Collateral Agent shall otherwise
determine.

                                                           -1-
SECTION 4. TERMINATION. Upon the full performance of the Obligations, the New Collateral Agent shall
forthwith execute, acknowledge, and deliver to the Debtor an instrument in writing in recordable form releasing
the collateral pledge, grant, assignment, lien and security interest in the Intellectual Property under this Intellectual
Property Security Agreement and the GSA.

                       [REAMINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                                          -2-
IN WITNESS WHEREOF, the Debtor has caused this Intellectual Property Security Agreement to be executed
and delivered by its duly authorized officer as of the date first set forth above.

Very truly yours,
MITEL NETWORKS CORPORATION

                                By:   /s/ Steve Spooner
                                      -------------------------------
                                      Name: Steve Spooner
                                      Title: CFO




Accepted and Agreed:
BNY Trust Company of Canada, as
Collateral Agent

By:
Name:
Title:
IN WITNESS WHEREOF, the Debtor has caused this Intellectual Property Security Agreement to be executed
and delivered by its duly authorized officer as of the date first set forth above.

Very truly yours,
MITEL NETWORKS CORPORATION

                              By: ________________________________
                                              Name:
                                               Title:

Accepted and Agreed:

                                BNY Trust Company of Canada, as New

Collateral Agent

                               By: /s/ George A. Bragg
                                   ----------------------------------
                                   Name: George A. Bragg
                                   Title: Vice-President




                                                 -3-
                           SCHEDULE A
                               TO
            INTELLECTUAL PROPERTY SECURITY AGREEMENT

               CANADIAN PATENTS AND PATENT APPLICATIONS

PATENT/APPL.
    NO.            TITLE
------------       -----
2,481,640          A METHOD FOR OPTIMAL MICROPHONE ARRAY DESIGN UNDER UNIFORM
                   ACOUSTIC COUPLING CONSTRAINTS

2,479,086          SECURITY MONITOR FOR PDA ATTACHED TELEPHONE

2,475,183          A METHOD TO REDUCE ACOUSTIC COUPLING IN AUDIO CONFERENCING
                   SYSTEMS

2,472,938          MICROPHONE ARRAY WITH PHYSICAL BEAMFORMING USING
                   OMNIDIRECTIONAL MICROPHONES

2,463,565          REMOTE POLICY ASSISTANT WITH PSTN/INTERNET INTERWORKING FOR
                   QOS AND ENABLED SERVICES

2,463,013          SYSTEM AND METHOD FOR PDA TO PDA COMMUNICATION USING A NETWORK
                   PORTAL

2,455,469          INTERNET APPLICANCE PROXY PROTOCOL TO SUPPORT LOCATION-BASED
                   SERVICES

2,453,076          METHOD FOR EXTENDING THE FREQUENCY RANGE OF A BEAMFORMER
                   WITHOUT SPATIAL ALIASING

2,436,896          PRIVACY AND SECURITY MECHANISM FOR PRESENCE SYSTEMS WITH TUPLE
                   SPACES

2,430,030          DISTRIBUTED ECHO CANCELLING

2,425,278          PACKET BUFFER MEMORY WITH INTEGRATED ALLOCATION/DE-ALLOCATION
                   CIRCUIT

2,372,209          SUB-PACKET INSERTION FOR PACKET LOSS COMPENSATION IN VOICE
                   OVER IP NETWORKS

2,342,557          CONSTANT CURRENT LINE CIRCUIT WITH CLASS FEATURES

2,342,467          MULTI-FREQUENCY TONE DETECTOR

2,341,111          REGISTERING AN IP PHONE WITH AN IP PHONE SWITCH

2,338,320          INTEGRATED DATA CLOCK EXTRACTOR

2,332,726          PROTECTION OF SUBSCRIBER LINE INTERFACE CIRCUITS (SLICS)
                   WITHOUT DEGRADATION IN LONGITUDINAL BALANCE

2,331,228          PACKET LOSS COMPENSATION METHOD USING INJECTION OF SPECTRALLY
                   SHAPED NOISE

2,326,275          COMFORT NOISE GENERATION FOR OPEN DISCONTINUOUS TRANSMISSION
                   SYSTEMS

2,320,713          METHOD AND APPARATUS FOR CALCULATING ENERGY IN A-LAW OR U-LAW
                   ENCODED SPEECH SIGNALS

2,319,639          LOCATING NETWORK ECHOS

2,316,549          PROCESSING BY USE OF SYNCHRONIZED TUPLE SPACES AND ASSERTIONS

2,313,614          MECHANISM OF SHARING OF GUARANTEED RESOURCES

2,309,525          METHOD OF DETECTING SILENCE IN A PACKETIZED VOICE STREAM

2,309,014          SYNCHRONIZATION METHOD AND SYSTEM FOR KEEPING TRACK OF
            ENCODING HISTORY TO MAINTAIN DIGITAL SYSTEM SYNCHRONIZATION
            DURING COMMUNICATION OVER LOSSY TRANSMISSION MEDIA

2,308,648   METHOD TO CONTROL DATA RECEPTION BUFFERS FOR PACKETIZED VOICE
            CHANNELS




                                -4-
PATENT/APPL.
    NO.        TITLE
------------   -----
2,308,647      METHOD TO GENERATE TELEPHONE COMFORT NOISE DURING SILENCE IN A
               PACKETIZED VOICE COMMUNICATION SYSTEM

2,308,544      CLICK FREE MUTE SWITCH CIRCUIT FOR TELEPHONES

2,308,012      DNIC PERIPHERAL EXTENDER

2,293,911      ECHO CANCELLING/SUPPRESSION FOR HANDSETS

2,293,522      METHOD FOR NOISE DOSIMETRY IN APPLICANCES EMPLOYING EARPHONES
               OR HEADSETS

2,291,884      CLOCK-FREE MUTING CIRCUIT FOR HEADSET

2,291,428      IMPROVED METHOD OF OPERATING A FULL DUPLEX SPEAKERPHONE ECHO
               CANCELLER

2,288,459      SYSTEM FOR DISCOUNTING IN A BIDDING PROCESS BASED ON QUALITY
               OF SERVICE

2,288,365      ADAPTIVE BUFFER MANAGEMENT FOR VOICE OVER PACKET BASED
               NETWORKS

2,286,371      CLICK-FREE MUTING CIRCUIT FOR HEADSET

2,275,116      METHOD AND APPARATUS FOR EVENT DETECTION IN A SWITCHING SYSTEM

2,275,063      DIGITAL SWITCH WITH RATE CONVERSION

2,265,292      AGENT-BASED WEB SEARCH ENGINE

2,254,310      METHOD OF SELECTING BETWEEN MULTIPLE CLOCK DRIVE SOURCES FOR A
               BACKPLANE CLOCK SIGNAL

2,250,809      DOUBLE-TALK INSENSITIVE NLMS ALGORITHM

2,249,825      HOWLING CONTROLLER

2,247,216      TONE AND PERIODICAL SIGNAL DETECTION

2,246,865      NONLINEAR PROCESSOR FOR ACOUSTIC ECHO CANCELLER

2,239,038      APPLICATION CALL ROUTING

2,232,331      METHOD OF DYNAMIC LOAD SHARING BETWEEEN SYSTEMS WITH AUTOMATIC
               TELEPHONE CALL DISTRIBUTORS

2,232,220      METHOD OF PROVIDING CENTREX TYPE OPERATION USING A PBX AND A
               CENTRAL SWITCHING OFFICE

2,231,936      VIRTUAL MULTIPLEXING OF TELEPHONY LINES

2,229,424      CIRCUIT TO IMPROVE TRANSDUCER SEPARATION IN HANDSFREE
               TELEPHONE

2,224,466      TRANSFER OF BASIC KNOWLEDGE TO AGENTS

2,217,081      ANIMATED CURSOR

2,208,629      SILENT MONITORING AGENT IDS

2,199,647      SYNCHRONIZATION OF COMMUNICATION DEVICES CONNECTED OVER AN
               ASYNCHRONOUS LINK

2,199,573      ORGANIZATION CHART BASED CALL INFORMATION ROUTING

2,199,571      CREATING MULTI-PORT RAM WITH TDM

2,181,199      INTELLIGENT MESSAGE LEAVING

2,181,009      MULTIPLE OWNER RESOURCE MANAGEMENT
2,180,685   INTERNET TELEPHONY GATEWAY

2,180,316   STANDBY HIGH VOLTAGE ANALOG LINE FEED

2,178,153   SERVICE CONTEXT SENSTIVE FEATURES AND APPLICATIONS

2,164,550   COMMUNICATION SYSTEM USING SERVER

2,164,247   RING DISCRIMINATOR

2,164,036   RESET CIRCUIT WITH VARIABLE DELAY

2,163,948   HUMAN MACHINE INTERFACE FOR TELEPHONE FEATURE INVOCATION

2,161,508   METHOD OF INVOKING SPEED CALLS IN A CTI SYSTEM

2,161,506   FILE RETRIEVAL WITH INCOMING CALLS

2,161,042   DIGITAL PHASE REVERSAL DETECTOR

2,158,408   ARCHITECTURE FOR ROBUST VOICE CTI




                                 -5-
PATENT/APPL.
    NO.        TITLE
------------   -----
2,154,335      INTEGRATED WIRED AND WIRELESS TELECOMMUNICATIONS SYSTEM

2,149,012      VOICE ACTIVATED TELEPHONE SET

2,148,970      LOCAL AREA COMMUNICATIONS SERVER SYSTEM

2,146,596      LOOP CURRENT DETECTOR

2,144,270      COMMON AUTOMATIC ROUTE SELECTION LEADING DIGIT STRINGS

2,141,772      PABX COMMON CHANNEL RELAY SYSTEM

2,132,610      DELAYED SEIZURE ON ASSOCIATED DEVICES

2,123,847      LOW FREQUENCY DISCRIMINATOR CIRCUIT

2,123,068      ADAPTIVE METHOD FOR ALLOCATING CALLS

2,120,542      CELL RELAY TRANSPORT MECHANISM

2,119,086      HELP DESK IMPROVEMENT

2,119,085      ADAPTIVE COMMUNICATION SYSTEM

2,116,043      PROGRAMMABLE DIGITAL CALL PROGRESS TONE DETECTOR

2,116,042      DIGITAL FSK RECEIVER USING DOUBLE ZERO-CROSSING

2,110,643,     METHOD OF TELEPHONE SIGNALLING VIA DATA LINK

2,109,007      TIME SLOT ASSIGNER FOR COMMUNICATION SYSTEM

2,108,836      DATA TRANSFER BETWEEN HIGH BIT RATE BUSES VIA UNSHIELDED LOW
               BIT RATE BUS

2,108,225      CHARGER/DETECTOR FOR CORDLESS TELEPHONES

2,108,224      METHOD AND APPARATUS FOR IMPLEMENTING HUNT GROUPS

2,108,223      CONTINUOUS CALL FORWARDING TO PLURAL LINES

2,094,210      MULTIPLE QUEUE RESOURCE MANAGEMENT

2,091,278      UNIQUE RINGING ON A PRIME TELEPHONE LINE

2,089,101      METHOD FOR MULTIPLE ACCESS IN A DIGITAL COMMUNICATION SYSTEM

2,088,420      METHOD OF ESTABLISHING COMMUNICATION LINK TO ONE OF MULTIPLE
               DEVICES ASSOCIATED WITH SINGLE TELEPHONE NUMBER

2,081,125      PORTABLE TELEPHONE USER PROFILES

2,080,797      METHOD OF OPERATING A COMPUTER PROGRAM USING DATA BASE SCHEMA
               AND RELATED LANGUAGE DICTIONARIES

2,080,159      DIGITAL SIGNAL PROCESSOR INTERFACE

2,078,045      GLOBAL MANAGEMENT OF TELEPHONE DIRECTORY

2,069,142      DIGITAL CLASS RECEIVER

2,068,154      PROGRAMMABLE CALL PROGRESS TONES FOR A SWITCHING SYSTEM

2,065,578      PACKET-BASED DATA COMPRESSION METHOD

2,065,131      METHOD OF DEFINING OPERATION OF SWITCHING SYSTEM PERIPHERALS

2,064,541      CYCLING ERROR COUNT FOR LINK MAINTENANCE

2,058,654      DATA TRANSPORT FOR INTERNAL MESSAGING

2,058,644      VOICE ACTIVATED TELEPHONE SET
2,056,827   MODULAR COMMUNICATION SYSTEM WITH ALLOCATABLE BANDWIDTH

2,053,137   DIGITAL WIRELESS INTERFACE

2,052,500   PABX COMMON CHANNEL RELAY SYSTEM

2,052,499   HOST REMOTE SIGNALLING IN TELEPHONE SYSTEMS

2,052,351   TELEPHONE HANDSFREE ALGORITHM

2,051,135   COMPRESSED LANGUAGE DICTIONARY

2,047,641   BASIC RATE INTERFACE

2,043,127   WIRELESS COMMUNICATION ZONE MANAGEMENT SYSTEM

2,019,002   DATA TRANSFER BETWEEN HIGH BIT RATE BUSES VIA UNSHIELDED LOW
            BIT RATE BUS

2,009,034   TELEPHONE OR DATA SWITCHING SYSTEM WITH VARIABLE PROTOCOL
            INTER-OFFICE COMMUNICATION

1,336,449   TELEPHONE CALL ANSWERING SYSTEM




                               -6-
PATENT/APPL.
    NO.        TITLE
------------   -----
1,333,296      GROUP EMERGENCY CALL SYSTEM

1,326,530      PROGRAMMABLE THRESHOLD ALERT

1,311,570      APPARATUS FOR TESTING SPARE LINE CIRCUITS IN A COMMUNICATION
               SYSTEM

1,302,594      REDUNDANT CLOCK AND FRAME PULSE SYNCHRONIZATION SYSTEM

1,293,042      COMMUNICATION SYSTEM SUPPORTING REMOTE OPERATIONS

1,289,281      DIGITAL DTMF TONE DETECTOR

1,289,280      LINE CARD WITH DISTRIBUTED SIGNALING VOLTAGES

1,279,909      APPARATUS AND METHOD FOR SYNCHRONIZING A COMMUNICATION SYSTEM

1,279,393      DIGITAL SIGNAL PROCESSING SYSTEM

1,266,717      EXPANSION SUBSYSTEM FOR USE IN A COMMUNICATION SYSTEM

1,261,441      PROGRAMMABLE SUBSCRIBER SET

2,461,910      HIGH AVAILABILITY TELEPHONE SET

2,485,728      DETECTING ACOUSTIC ECHOES USING MICROPHONE ARRAYS

2,486,335      DIRECT ACCESS ARRANGEMENT

2,264,230      CALL ON-HOLD IMPROVEMENTS

2,313,497      FEATURE INTERACTION RESOLUTION USING FUZZY RULES

2,319,863      POLICY REPRESENTATIONS AND MECHANISMS FOR THE CONTROL OF
               SOFTWARE

2,321,407      SECURITY MECHANISMS AND ARCHITECTURE FOR COLLABORATIVE SYSTEMS
               USING TUPLE SPACE

2,339,320      METHOD OF CONTROLLING TELEPHONE CONNECTIONS FOR INTERNET
               PROTOCOL COMMUNICATIONS

2,306,160      ADAPTIVE FEATURE BEHAVIOUR

2,331,977      A CACHING MECHANISM TO OPTIMIZE A BIDDING PROCESS USED TO
               SELECT RESOURCES AND SERVICES

2,330,260      TABULAR RANGE EDITING MECHANISM

2,316,128      CALL CONTROL SYSTEM AND METHOD

2,299,639      ADAPTIVE RULE-BASED MECHANISM AND METHOD FOR FEATURE
               INTERACTION RESOLUTION

2,271,460      3D VIEW OF INCOMING COMMUNICATIONS

2,247,680      BI-DIRECTIONAL CONVERSION LIBRARY

2,304,900      VIRTUAL MEETING ROOMS WITH SPATIAL AUDIO

2,243,781      DYNAMIC COMMUNICATIONS GROUP

2,307,683      QUOTATION MECHANISM FOR SERVICE ENVIRONMENTS

2,291,534      DISTRIBUTED TECHNIQUE FOR ALLOCATING CALLS

2,307,749      METHOD AND APPARATUS FOR BROADCASTING AUDIO IN A COMMUNICATION
               SYSTEM

2,331,144      SIMPLE SUPPLEMENTARY SERVICE PROTOCOL (SSSP)

2,368,907      PDA ENABLED TELEPHONE
2,343,705   EXECUTION SETS FOR GENERATED LOGS

2,343,695   TREE HIERARCHY AND DESCRIPTION FOR GENERATED LOGS

2,343,692   DYNAMIC RULE SETS FOR GENERATED LOGS

2,353,117   METHOD AND APPARATUS FOR ATTACHING MOULDED ENCLOSURES

2,351,899   METHOD OF USING SPEECH RECOGNITION TO INITIATE A WIRELESS
            APPLICATION PROTOCOL (WAP) SESSION

2,372,351   MICROPHONE GASKET WITH INTEGRATED ACOUSTIC RESISTANCE

2,401,937   SIGNALING SYSTEM

2,385,182   MASTER SLAVE FRAME LOCK METHOD

2,384,066   REMOTE ASSEMBLY OF MESSAGES FOR DISTRIBUTED APPLICATIONS

2,381,536   MOBILE INTERACTIVE LOGS




                                -7-
PATENT/APPL.
    NO.        TITLE
------------   -----
2,394,429      ROBUST TALKER LOCALIZATION IN REVERBERANT ENVIRONMENT

2,399,979      IP DEVICE REGISTRATION

2,053,382      VOLTAGE BOOSTER

2,053,776      COV WIRELESS INTERFACE

2,085,280      DELAYED CANCEL CALL WAITING

2,062,040      MOBILE WIRELESS COMMUNICATIONS SYSTEM

1,236,231      TELEPHONE HANDSET DETECTOR

1,242,809      DATA STORAGE SYSTEM

1,233,924      TELEPHONE LINE STATUS CIRCUIT

1,240,088      SOLID STATE TRUNK CIRCUIT

2,341,821      HARDWARE AUTHENTICATION SYSTEM AND METHOD

2,350,435      EFFICIENT BATTERY TRANSFER CIRCUIT

2,325,767      POWER SUPPLY FOR ETHERNET LAN CONNECTED TELEPHONE

2,326,060      APPARATUS FOR RELEASING TELEDAPT CABLES FROM DEEPLY RECESSED
               RJ CONNECTORS

2,308,066      DIGITAL PRIVATE SIGNALING SYSTEM OVER INTERNET PROTOCOL

2,320,554      A METHOD FOR THE SYNCHRONIZATION OF ANALOG CALL DISPLAY DATA
               IN DISTRIBUTED SYSTEMS

2,307,742      COMMUNICATION SYSTEM USING ONE APPEARANCES ON A SINGLE LINE
               FOR CONNECTING MULTIPLE DEVICES

2,334,432      FEATURE IMPLEMENTATION AND PROVISIONING BY INJECTION

2,281,374      LINE INFORMATION SECURITY INTERFACE FOR TAPI SERVICE PROVIDER

2,293,937      COMBINATION CONNECTOR AND MICROPHONE

2,236,525      METHOD AND APPARATUS FOR MIGRATING EMBEDDED PBX SYSTEM TO
               PERSONAL COMPUTER

2,275,821      METHOD OF COMPRESSING AND DECOMPRESSING AUDIO DATA USING
               MASKING AND SHIFTING OF AUDIO SAMPLE BITS

2,298,145      PALM PC DOCKABLE PHONE

2,289,156      REMOTE PERIPHERAL SWITCH BACKUP CALL SERVICE MECHANISM

2,253,105      PC SERVER TELECOMMUNICATIONS POWER SYSTEM

2,272,738      SMART TRANSFER FOR ANSWER POSITIONS

2,217,923      INTEGRATED DIRECTORY SERVICES

2,262,869      E-MAIL WITH EMBEDDED JAVA APPLICATION

2,197,517      DATABASE ACCESS SERVER FOR PBX

2,268,996      SYSTEM FOR ITEM SELECTION IN A TELEPHONY AUTO-ATTENDANT

2,186,928      SYSTEM FOR INTERACTIVE CONTROL OF A COMPUTER AND TELEPHONE

2,215,535      EVENT DETECTOR FOR HEADSETS

2,231,980      AUTOMATIC WEB PAGE GENERATOR

2,230,692      ONE-BUTTON INTELLIGENT CTI DIALLER
2,246,130   WEB BASED HELP DESK

2,182,237   INTERCONNECT ARRANGEMENT FOR PRINTED CIRCUITS

2,270,820   COMMUNICATIONS SYSTEM AND METHOD

2,252,788   CALL ROUTING BASED ON CALLER'S MOOD

2,260,647   AGENT-BASED DATA MINING AND WAREHOUSING

2,180,991   INTELLIGENT CORDLESS TELEPHONE INTERFACE DEVICE

2,180,690   AUTOMATIC SPEED CALL UPDATING

2,180,684   AUTOMATIC CALL FORWARDING

2,182,438   CIRCUIT CONNECTOR

2,176,976   USER INITIATED SOFT CALL PARK WITH RECORDED VOICE COMFORT
            NOTIFICATION

2,110,669   AUTOMATIC TELEPHONE FEATURE SELECTOR




                                  -8-
PATENT/APPL.
    NO.        TITLE
------------   -----
2,339,038      TELEPHONE WITH HANDWRITING RECOGNITION

2,297,622      SEMANTIC ERRORS DIAGNOSTIC OPERATION FOR MULTI-AGENT SYSTEM

2,317,146      MULTIMEDIA COMMUNICATIONS RESOURCE MANAGEMENT CONTROL SYSTEM
               AND METHOD

2,307,476      PRIVATE BRANCH EXCHANGE IMPLEMENTED USING H.323 GATEKEEPER

2,355,520      RESOURCE SHARING WITH SLIDING CONSTRAINTS

2,358,063      USE OF HANDSET MICROPHONE TO ENHANCE SPEAKERPHONE LOUDSPEAKER
               PERFORMANCE

2,356,603      ULTRASONIC PROXIMITY DETECTOR FOR A TELEPHONE DEVICE

2,324,543      COMMON DATA MODEL INCLUDING FIELD INTERDEPENDENCIES

2,317,507      COMPLEX ACOUSTIC PATH AND GASKET FOR USE WITH MICROPHONES

2,398,579      INTERMEDIATE VOICE AND DTMF DETECTOR DEVICE FOR IMPROVED
               SPEECH RECOGNITION UTILIZATION AND PENETRATION

2,375,410      METHOD AND APPARATUS FOR EXTRACTING VOICED TELEPHONE NUMBERS
               AND EMAIL ADDRESSES FROM VOICE MAIL MESSAGES

2,400,148      MENU PRESENTATION SYSTEM

2,352,017      METHOD AND APPARATUS FOR LOCATING A TALKER

2,400,139      SPLIT BROWSER

2,394,273      SYSTEM AND METHOD OF INDICATING AND CONTROLLING SOUND PICKUP
               DIRECTION AND LOCATION IN A TELECONFERENCING SYSTEM

2,397,826      METHOD FOR IMPROVING NEAR-END VOICE ACTIVITY DETECTION IN
               TALKER LOCALIZATION SYSTEM UTILIZING BEAMFORMING TECHNOLOGY

2,358,044      METHOD FOR HANDLING FAR-END SPEECH EFFECTS IN HANDS-FREE
               TELEPHONY SYSTEMS ON ACOUSTIC BEAMFORMING

2,354,203      FORMED LENS TAB FOR DESIGNATION CARD INSERT

2,357,326      TELEPHONE INDEPENDENT PROVISION OF SPEECH RECOGNITION DURING
               DIAL TONE AND SUBSEQUENT CALL PROGRESS STATES

2,339,538      EFFICIENT, DUAL-SOURCE, WIDE-INPUT RANGE, ISOLATED DC-DC
               CONVERTER WITH EFFECTIVE CURRENT LIMIT

2,348,258      COMBINATION VISIBLE AND INFRARED PIPE

2,324,423      EFFICIENT CONTROLLED CURRENT SINK FOR LED BACKLIGHT PANEL

2,220,829      METHOD OF OPERATING A MODEM IN THE PRESENCE OF INTERRUPTED
               DIAL TONE

2,173,027      MERGED TELEPHONE AND DATA SYSTEM

2,306,638      MULTI-LINE TELEPHONE SYSTEM EMERGENCY CALL PROCESSING

2,243,331      DIALABLE SCREENING PROFILE

2,343,981      LOG IN ALIVE APPEARANCE

2,164,035      ACTIVE DIGIT CANCELLING PARALLEL DIALER

2,232,221      SERIES EQUIPMENT WITH DC LINE HOLD TRANSFER

2,270,039      LOW POWER DIALER

2,279,072      ONHOOK TELECOM POWER SUPPLY REGULATOR MODE
2,295,267   AUTOMATIC USER PREFERENCE SELECTION FOR MESSAGE PLAYBACK BASED
            ON CALLER LINE IDENTIFICATION DATA

2,295,273   DYNAMIC RESOURCE REALLOCATION

2,297,372   BRANDING DYNAMIC LINK LIBRARIES

2,299,162   TEXT-TO-SPEECH CONVERTER

2,299,387   AUTOMATIC SYNCHRONIZATION OF ADDRESS DIRECTORIES FOR UNIFIED
            MESSAGING

2,299,162   TEXT-TO-SPEECH CONVERTER

2,164,035   ACTIVE DIGIT CANCELLING PARALLEL DIALER

2,297,373   GRAPHICAL USER INTERFACE AND METHOD FOR DISPLAYING MESSAGES




                                -9-
PATENT/APPL.
    NO.        TITLE
------------   -----
2,299,850      SYSTEM AND METHOD FOR THE MANAGEMENT OF COMPUTER SOFTWARE
               MAINTENANCE

2,354,803      METHODS AND APARATUS FOR PREVIEWING MULTIMEDIA ATTACHMENTS OF
               ELECTRONIC MESSAGES

2,402,511      DOUBLE-TALK AND PATH CHANGE DETECTION USING A MATRIX OF
               CORRELATION COEFFICIENTS

2,297,373      GRAPHICAL USER INTERFACE AND METHOD FOR DISPLAYING MESSAGES

2,391,262      LOUDSPEAKER TELEPHONE EQUALIZATION METHOD AND EQUALIZER FOR
               LOUDSPEAKER TELEPHONE

1,244,979      SUBSCRIBER SET PROGRAMMING MODULE

1,244,541      COMMUNICATION SYSTEM HAVING SEPARATE UNIDIRECTIONAL
               INFORMATION SIGNALLING

1,239,718      KEY TELEPHONE SYSTEM

1,240,089      CIRCUIT FOR MAINTAINING HYBRID CANCELLATION OF SIGNALS IN A
               COMMUNICATION SYSTEM

2,369,383      TRANSPORT PROTOCOLS FOR APPLICATION PLATFORMS OVER NETWORK
               PORTALS

2,357,959      NOISE LEVEL CALCULATOR FOR ECHO CANCELLER

2,443,337      INTERACTIVE CONFLICT RESOLUTION FOR PERSONALIZED POLICY-BASED
               SERVICES

2,453,048      METHOD FOR BROADBAND CONSTANT DIRECTIVITY BEAMFORMING FOR NON
               LINEAR AND NON AXI-SYMMETRIC SENSOR ARRAYS EMBEDDED IN AN
               OBSTACLE

2,413,217      METHOD OF ACOUSTIC ECHO CANCELLATION IN FULL-DUPLEX HANDS FREE
               AUDIO CONFERENCING WITH SPATIAL DIRECTIVITY

2,414,636      METHOD OF CAPTURING CONSTANT ECHO PATH INFORMATION IN A FULL
               DUPLEX SPEAKERPHONE

2,451,417      METHOD OF CAPTURING CONSTANT ECHO PATH INFORMATION IN A FULL
               DUPLEX SPEAKERPHONE USING DEFAULT COEFFICIENTS

2,442,916      ADAPTIVE PREDICTIVE PLAYOUT SCHEME FOR PACKET VOICE
               APPLICATIONS

2,436,061      SYSTEM AND METHOD FOR FACILITATING COMMUNICATION USING
               PRESENCE AND COMMUNICATION SYSTEM

2,369,383      TRANSPORT PROTOCOLS FOR APPLICATION PLATFORMS OVER NETWORK
               PORTALS

2,357,959      NOISE LEVEL CALCULATOR FOR ECHO CANCELLER

2,443,337      INTERACTIVE CONFLICT RESOLUTION FOR PERSONALIZED POLICY-BASED
               SERVICES

2,453,048      METHOD FOR BROADBAND CONSTANT DIRECTIVITY BEAMFORMING FOR NON
               LINEAR AND NON AXI-SYMMETRIC SENSOR ARRAYS EMBEDDED IN AN
               OBSTACLE

2,413,217      METHOD OF ACOUSTIC ECHO CANCELLATION IN FULL-DUPLEX HANDS FREE
               AUDIO CONFERENCING WITH SPATIAL DIRECTIVITY

2,414,636      METHOD OF CAPTURING CONSTANT ECHO PATH INFORMATION IN A FULL
               DUPLEX SPEAKERPHONE

2,451,417      METHOD OF CAPTURING CONSTANT ECHO PATH INFORMATION IN A FULL
               DUPLEX SPEAKERPHONE USING DEFAULT COEFFICIENTS
2,442,916   ADAPTIVE PREDICTIVE PLAYOUT SCHEME FOR PACKET VOICE
            APPLICATIONS

2,436,061   SYSTEM AND METHOD FOR FACILITATING COMMUNICATION USING
            PRESENCE AND COMMUNICATION SYSTEM

2,429,917   BEST EFFORT SEARCH EMAIL GATEWAY

2,419,112   VOICE ACTIVATED LANGUAGE TRANSLATION




                               - 10 -
PATENT/APPL.
    NO.        TITLE
------------   -----
2,431,124      MOUSE ENABLED PHONE

2,426,523      METHOD OF COMPENSATING FOR BEAMFORMER STEERING DELAY DURING
               HANDSFREE SPEECH RECOGNITION

2,445,180      METHOD FOR HANDLING FAR-END SPEECH EFFECTS IN HANDS-FREE
               TELEPHONY SYSTEMS ON ACOUSTIC BEAMFORMING

2,412,238      AUTOMATIC LOCATION-AWARE FEATURE SELECTION

2,413,574      PRO-ACTIVE FEATURES FOR TELEPHONY

2,447,447      CALL REDIRECTION ZONES FOR WIRELESS COMMUNICATIONS

2,418,251      INDICATOR LIGHT FOR A TELEPHONE SET

2,416,338      POWER SUPPLY START UP CIRCUIT

2,419,596      REMOTE PROGRAMMING OF SERIALIZED SEMICONDUCTOR DEVICES USING
               WEB OR INTERNET PROTOCOLS

2,416,013      HARDWARE-ASSISTED TUPLE SPACE

2,416,070      TUPLE SPACE OPERATIONS FOR FINE GRAINED CONTROL

2,429,928      LINE ECHO CANCELLATION SYSTEM

2,405,210      DEVICE FOR REDUCING STRUCTURAL-ACOUSTICAL COUPLING BETWEEN THE
               DIAPHRAGM VIBRATION FIELD AND THE ENCLOSURE ACOUSTIC MODES

2,436,075      ARCHITECTURE AND IMPLEMENTATION FOR CONTROL OF CONTEXT AWARE
               CALL PROCESSING WITH LOCAL FEATURE DEFINITION

2,436,086      CONTEXT AWARE CALL HANDLING SYSTEM

2,419,884      BIMODAL FEATURE ACCESS FOR WEB APPLICATIONS

2,436,072      PERSONALIZABLE AND CUSTOMIZABLE FEATURE EXECUTION FOR
               TELEPHONY USING OPERATIONAL SEMANTICS AND DEONTIC TASK TREES

2,416,003      METHOD AND APPARATUS OF CONTROLLING NOISE LEVEL CALCULATIONS
               IN A CONFERENCING SYSTEM

2,431,526      AUDIO EARPIECE FOR WIDEBAND TELEPHONE HANDSETS

2,436,067      AVAILABILITY AND LOCATION PREDICTOR USING CALL PROCESSING
               INDICATIONS

2,436,102      ROLE-BASED PRESENCE ENABLED SERVICE FOR COMMUNICATION SYSTEM

2,442,180      ASYMMETRICAL LOUDSPEAKER ENCLOSURES WITH ENHANCED LOW
               FREQUENCY RESPONSE

2,329,017      COMMUNICATION SYSTEM ARCHITECTURE FOR VOICE FIRST
               COLLABORATION

2,334,503      DISTRIBUTED AUTOMATIC ROUTE SELECTION USING RIP CACHING

2,429,917      BEST EFFORT SEARCH EMAIL GATEWAY

2,419,112      VOICE ACTIVATED LANGUAGE TRANSLATION

2,431,124      MOUSE ENABLED PHONE

2,426,523      METHOD OF COMPENSATING FOR BEAMFORMER STEERING DELAY DURING
               HANDSFREE SPEECH RECOGNITION

2,445,180      METHOD FOR HANDLING FAR-END SPEECH EFFECTS IN HANDS-FREE
               TELEPHONY SYSTEMS ON ACOUSTIC BEAMFORMING

2,329,017      COMMUNICATION SYSTEM ARCHITECTURE FOR VOICE FIRST
               COLLABORATION
2,334,503   DISTRIBUTED AUTOMATIC ROUTE SELECTION USING RIP CACHING

2,429,877   ECHO CANCELLER EMPLOYING H-REGISTER AND STORAGE REGISTER

2,329,017   APPARATUS AND METHOD FOR CHANGING THE PLAYBACK RATE OF
            RECORDED SPEECH

2,408,126   AN INFRARED-BASED PROTOCOL FOR SELECTING A SERVICE FROM A SET
            OF DISCOVERED SERVICES

2,419,307   AUTOMATED VOICE AND TEXT LANGUAGE TRANSLATION SYSTEM

2,491,849   SYSTEM AND METHOD OF SELF-DISCOVERY AND SELF-CALIBRATION IN A
            VIDEO CONFERENCING SYSTEM

2,494,386   NARROW BAND TONE DETECTION IN ECHO CANCELLER SYSTEMS




                               - 11 -
PATENT/APPL.
    NO.        TITLE
------------   -----
2,494,500      A METHOD TO DETECT AN ECHO PATH CHANGE IN ECHO CANCELLER
               SYSTEM

2,498,444      HIGH PRECISION BEAMSTEERER BASED ON FIXED BEAMFORMING APPROACH

2,489,113      LOUDSPEAKER ENCLOSURE INCORPORATING A LEAK TO COMPENSATE FOR
               THE EFFECT OF ACOUSTIC MODES ON LOUDSPEAKER FREQUENCY RESPONSE

2,499,232      UNIVERSAL MICROPHONE ARRAY STAND

2,497,106      METHOD FOR SELECTING IMPEDANCE SETTING FOR LS TRUNK LINE

2,457,812      METHOD OF DYNAMIC ADAPTATION FOR JITTER BUFFERING IN PACKET
               NETWORKS

 110,007       "NAVIGATOR" COMPUTER-TELEPHONE DEVICE




                                  - 12 -
            UNITED STATES PATENTS AND PATENT APPLICATIONS

SERIAL NO.         PATENT NO.   TITLE
----------         ----------   -----
08613519           5822776      CREATING MULTI-PORT RAM WITH TDM

08675111           5889858      STANDBY HIGH VOLTAGE ANALOG LINE FEED

08/893277          6167127      INTELLIGENT MESSAGE LEAVING

08815596           5949765      MULTIPLEXING TAPI CALLS INTO ONE VIRTUAL TAPI
                                CALL

09/193745          6163850      METHOD OF SELECTING BETWEEN MULTIPLE CLOCK
                                DRIVE SOURCES FOR A BACKPLANE CLOCK SIGNAL

09/343227          6741558      EVENT DETECTOR FOR OTP

09/822943          6865271      A METHOD FOR LINE CIRCUITS TO PROVIDE CONSTANT
                                CURRENT AND VOLTAGE FEED CAPABILITIES

08/802001          6438240      CIRCUIT TO IMPROVE TRANSDUCER SEPARATION IN
                                HANDSFREE TELEPHONE

09/488151          6,507,650    A METHOD FOR NOISE DOSIMETER IN APPLIANCES
                                EMPLOYING EARPHONES OR HANDSETS

09/418704          6,292,560    TELEPHONE HEADSET CLICK-FREE MUTING CIRCUIT

09/571808          6690793      A TECHNIQUE FOR ELIMINATING THE 'CLICK' NOISE
                                ASSOCIATED WITH THE ACTIVATION OF A MICROPHONE
                                MUTE SWITCH

07/996662          5638366      DATA TRANSPORT FOR INTERNAL MESSAGING

08/865766          6,122,379    METHOD AND APPARATUS FOR PERFORMING
                                SIMULTANEOUS DATA COMPRESSION AND ENCRYPTION

609129             5867114      METHOD AND APPARATUS FOR PERFORMING DATA
                                COMPRESSION

09/800194          n/a          UTILIZING SUB PACKETS FOR PACKET LOSS
                                COMPENSATION IN VOICE OVER IP NETWORKS

09/810520          n/a          METHOD TO REGISTER IP PHONES

10/815804          n/a          PDA TO PDA COMMUNICATIONS USING A NETWORK
                                PORTAL

10/759249          n/a          INTERNET APPLIANCE PROXY PROTOCOL TO SUPPORT
                                LOCATION-BASED SERVICES

10/820132          n/a          REMOTE POLICY ASST WITH MEANS FOR
                                PSTN/INTERNET INTERWORKING FOR QUS AND ENABLED
                                SERVICES

10/765465          n/a          ONE METHOD TO REDUCE THE SWITCHING EFFECTS
                                WHEN AES ALGORITHM IS USED FOR ECHO
                                SUPPRESSION

10/896444          n/a          A METHOD TO REDUCE ACOUSTIC COUPLING AND
                                HOWLING EFFECTS IN FULL-DUPLEX AUDIO
                                CONFERENCING SYSTEMS BASED ON THE BEAMFORMING
                                TECHNOLOGY

10/439882          n/a          HIGH AVAILABILITY TELEPHONE SET

10/976279          n/a          LOW COST OTOCOUPLED DAA




                                    -13-
SERIAL NO.   PATENT NO.   TITLE
----------   ----------   -----
08211574     5612990      DIGITAL WIRELESS INTERFACE

09/902089    6775294      TIME SLOT ASSIGN FOR NX64 SWITCH SYSTEM

851422       6259703      TIME SLOT ASSIGN FOR NX64 SWITCH SYSTEM

08/191470    5544158      MULTIPLE ACCESS

5546025      5546025      LOW FREQUENCY DISCRIMINATOR CIRCUIT

08/235257    5532676      BATTERY SWITCH FOR RAM BACKUP

08225481     5,768,342    LOOP CURRENT DETECTOR

08/625302    5602843      INTEGRATED WIRED AND WIRELESS
                          TELECOMMUNICATIONS SYSTEM

10/056404    n/a          TRANSPORT PROTOCOL

09/826554    n/a          HANDWARE AUTHENTICATION METHOD

10/101083    6785367      METHOD AND APPARATUS FOR EXTRACTING VOICED
                          TELEPHONE NUMBERS AND EMAIL ADDRESSES FROM
                          VOICE MAIL MESSAGES

08/025838    5341370      DATA TRANSFER BETWEEN HIGH BIT RATE BUSES VIA
                          UNSHIELDED LOW BIT RATE BUS

894632       5323456      DIGITALLY CONTROLLED RINGER SIGNAL GENERATOR

07/708769    5164940      MODULAR COMMUNICATION SYSTEM WITH ALLOCATABLE
                          BANDWIDTH



SERIAL NO.   PATENT NO.   TITLE
----------   ----------   -----
08065533     5649148      ST BUS DSP INTERFACE

09/563879    6754201      USING LINE APPEARANCE TO ALLOW MULTIPLE
                          DEVICES TO APPEAR OVER A SINGLE LINE

09/779253    6456707      FEATURE PROVISIONING BY INJECTION

10/224063    6795533      INTERMEDIATE VOICE AND DTMF DETECTOR DEVICE
                          FOR IMPROVED SPEECH RECOGNITION UTILIZATION
                          AND PENETRATION

285659       4410766      POWER SAVING LINE CIRCUIT

08366668     5706341      ACTIVE DIGIT CANCELLING PARALLEL DIALER

08/843,250   5,940,500    SERIES EQUIPMENT WITH DC LINE HOLD TRANSFER

09/079280    6,185,297    LOW POWER DIALER

09/259985    6839411      QUICKPICK

09/259986    6745221      DYNAMIC RULES BASED RESOURCE ALLOCATION

09/258507    6,546,366    ON-DEMAND BUFFERING

09/259811    6,418,200    AUTOMATIC SYNCHRONIZATION OF ADDRESS
                          DIRECTORIES FOR UNIFIED MESSAGING

09/258717    6795536      AUTOMATIC SELECTION OF USER PREFERENCES BASED
                          ON CLI DATA

09/255,461   6,137,276    ONHOOK TELECOM POWER SUPPLY CURRENT REGULATOR
                          MODE

09/260391    6,694,320    BRANDING DYNAMIC LINK LIBRARIES
-14-
SERIAL NO.   PATENT NO.   TITLE
----------   ----------   -----
09/566049    n/a          QUOTATION MECHANISM FOR SERVICE ENVIRONMENTS

09/547368    n/a          SPATIAL AUDIO FOR VIRTUAL MEETING PLACES

09/311188    n/a          3D VIEW OF INCOMING COMMUNICATIONS

09/768129    n/a          A CACHING MECHANISM TO OPTIMIZE THE BIDDING
                          PROCESS USED TO SELECT RESOURCES

09/549013    n/a          ADAPTIVE FEATURE BEHAVIOR

10/564287    n/a          USING A GATEKEEPER TO PRODUCE AN H.323 PBX

09/651842    n/a          FEATURES BASED ON NETWORK CONGESTION

09/740221    n/a          COMMUNICATIONS SYSTEM ARCHITECTURE FOR VOICE
                          COLLABORATION

09/613537    n/a          FEATURE INTERACTION RESOLUTION USING POLICIES
                          EVENT BASED MODEL AND FUZZY LOGIC

09/676838    n/a          SECURITY MECHANISMS AND ARCHITECTURE FOR
                          COLLABORATIVE SOFTWARE SYSTEM USING TUPLE
                          SPACES AND BLACKBOARD SYSTEMS

09/713909    n/a          METHOD OF RELEASING TELEDAPT CABLES FROM
                          DEEPLY RECSSED RJ CONNECTORS

09/948217    n/a          ULTRA-SONIC PROXIMITY SENSOR FOR TELEPHONY

09/972063    n/a          USE OF HANDSET MICROPHONE TO ENHANCE
                          SPEAKERPHONE LOUDSPEAKER PERFORMANCE

09/933994    n/a          RESOURCE SHARING USING SLIDING CONSTRAINTS

09/761136    n/a          SIMPLE SUPPLEMENTARY SERVICE PROTOCOL (SSSP)

10/055150    n/a          PDA ENBABLED SET

09/972795    n/a          TELEPHONE INDEPENDENT PROVISION OF SPEECH
                          RECOGNITION DURING DIAL TONE AND SUBSEQUENT
                          CALL PROGRESS STATES

09/832373    n/a          EXECUTION SETS FOR GENERATED LOGS

09/832619    n/a          DYNAMIC RULE SETS FOR GENERATED LOGS

09/571,534   n/a          NOISE MASKING OF MICROPHONE SIGNALS IN WIRED
                          TELECOMMUNICATIONS EQUIPMENT AND POWER LOSS
                          DISCONNECT

09/516,338   n/a          SYSTEM AND METHOD FOR THE MANAGEMENT OF
                          COMPUTER SOFTWARE MAINTENANCE

09/800112    n/a          MINET IP PROTOCOL EXTENSIONS,

10/231612    n/a          A BETTER PRESENTATION OF A MENU FOR AN
                          INTERACTIVE VOICE RESPONSE SYSTEM

09/896146    n/a          METHOD OF USING SPEECH RECOGNITION TO INITIATE
                          A WAP SESSION

09/894539    n/a          ACOUSTIC TALKER LOCALIZATION

10/078625    n/a          MICROPHONE GASKET WITH INTEGRATED ACOUSTIC
                          RESISTANCE

10/232146    n/a          A SPLIT BROWSER FOR STIMULUS PHONES

10/121779    n/a          MOBILE INTERACTIVE LOGS

10/142854    n/a          MASTER /SLAVE FRAME LOCK METHOD
10/287850   n/a   A PROTOCOL FOR FACILITATING THE SELECTION OF
                  ELECTRONIC SERVICES USING INFRARED AND A
                  NETWORK ADDRESS ID

10/281700   n/a   AN INFRARED-BASED PROTOCOL FOR SELECTING A
                  SERVICE FROM A SET OF DISCOVERED SERVICES

10/241275   n/a   HEADSET OR HANDSET SIGNALING SCHEME

10/222941   n/a   ROBUST TALKER LOCALIZATION IN REVERBERANT
                  ENVIRONMENT

10/222942   n/a   METHOD TO IMPROVE NEAR-END VOICE ACTIVITY
                  DETECTION IN AUDIO SYSTEMS BASED ON THE




                      -15-
SERIAL NO.   PATENT NO.   TITLE
----------   ----------   -----
                          BEAMFORMING TECHNOLOGY

10/223,064   n/a          METHOD OF INDICATING AND CONTROLLING SOUND
                          PICKUP DIRECTION AND LOCATION IN
                          TELECONFERENCING SYSTEM

09/921,288   n/a          INTEGRATED CONFIGURATION OF MULTIPLE CONTENT
                          SERVERS

10/044800    n/a          METHOD TO CONTROL NOISE LEVEL CALCULATIONS IN
                          A CONFERENCING SYSTEM

238632       5586167      WIRELESS ZONE MANAGEMENT

875981       5329576      WIRELESS ZONE MANAGEMENT

321239       5596633      CHARGER/DETECTOR FOR CORDLESS TELEPHONE

211618       5502634      REGULATED AUXILLARY POWER SUPPLY

08/196,238   5,440,628    OFF-HOOK TELEPHONE WITH TEMPORARY PARK FEATURE

08/702,801   5677942      WIRELESS INTERFACE

21862        5423065      MOBILE WIRELESS COMMUNICATIONS SYSTEM

41955        5386459      METHOD OF DEFINING OPERATION OF SWITCHING
                          SYSTEM PERIPHERALS

08163004     5425092      DELAYED CANCEL WAITING

025869       5657377      PORTABLE TELEPHONE USER PROFILES

119983       5509058      GLOBAL MANAGEMENT OF TELEPHONE DIRECTORY

07962330     5,659,738    METHOD OF OPERATING A COMPUTER PROGRAM

58937        5454032      ASSOCIATED EQUIPMENT NUMBERS

207958       5491746      UNIQUE RINGING ON PRIME LINE

636777       5703942      WIRED WIRELESS

08225655     5515428      MULTIPLE QUEUE RESOURCE MANAGEMENT

330450       5539816      SIGNALLING SYSTEM

352,747      5541983      AUTOMATIC TELEPHONE FEATURE SELECTOR

08833426     5949873      METHOD OF PROVIDING A CENTREX TYPE OPERATION
                          USING A PBX AND A CENTRAL SWITCHING OFFICE

520590       5586169      DELAYED SEIZURE ON ASSOCIATED DEVICES

08426960     5675636      AN ADAPTIVE METHOD FOR ALLOCATING CALLS

08339463     5,657,446    LOCAL AREA COMMUNICATIONS SERVER SYSTEM

08366668     5706341      ACTIVE DIGIT CANCELLING PARALLEL DIALER

257917       5638494      ENTERPRISE COMMUNICATION SYSTEM

             5,802,396    ENTERPRISE COMMUNICATION SYSTEM

369179       5625682      HELP DESK IMPROVEMENT

08461451     5761288      SERVICE CONTEXT SENSITIVE FEATURES &
                          APPLICATIONS

09/973,756   6795969      TRANSFER OF BASIC KNOWLEDGE TO AGENTS

08/888,618   5,987,117    DYNAMIC LOAD SHARING
08474369     5,754,627   METHOD AND APPARATUS FOR MANAGING CALLS USING
                         A SOFT CALL PARK

08/364,620   5631954     COMMUNICATION SYSTEM USING SERVER

08346600     5533110     HUMAN MACHINE INTERFACE FOR TELEPHONE FEATURE
                         INVOCATION

08367821     5802396     MULTI-THREADING IN A MULTI-AGENT SYSTEM

08671937     5764728     SILENT MONITORING AGENT ID'S

08613522     6,075,851   ORG CHART BASED CALL ROUTING

08612432     6,301,353   COMMON ARS LEADING DIGIT STRINGS

09/630188    6,301,353   COMMON ARS LEADING DIGIT STRINGS

529441       6,091,803   ARCHITECTURE FOR ROBUST VOICE CTI

08/902833    5967854     INTERCONNECT DESIGN FOR USE BETWEEN FLEXIBLE
                         CIRCUITS AND TELEDAPT CABLES

08/886,059   6,130,938   OPPORTUNISTIC CALL FORWARDING




                             -16-
SERIAL NO.   PATENT NO.   TITLE
----------   ----------   -----
08/885,033   6047062      AUTOMATIC SPEED CALL UPDATING

08/815858    5898432      ANIMATED CURSOR

09/137630    6816589      DYNAMIC COMMUNICATION GROUPS

08/890801    6006088      INTEGRATED PC/CORDLESS PHONE/TELEPHONE NETWORK
                          INTERFACE DEVICE

09/241,304   6,460,037    AGENT-BASED DATA MINING END WAREHOUSING

09/188312    6,411,687    CALL ROUTING BASED ON CALLER'S MOOD

08/827,161   5982767      MERGED TELEPHONE AND DATA SYSTEM

08743346     5920622      MULTIPLE OWNER RESOURCE MANAGEMENT

09305873     6675194      COMMUNICATIONS SYSTEM AND METHOD

08/899047    5980269      SIMPLE INTERCONNECT FOR FLEXIBLE CIRCUITS

09/145,919   6,230,287    WEB BASED HELP DESK, AUTO ATTENDANT

08815564     5903631      ONE BUTTON INTELLIGENT CTI DIALING

08816270     5940834      AUTOMATIC WEB PAGE CREATION

08/839091    5832075      OFF-HOOK DETECTOR FOR HEADSET

08/940246    6018571      SYSTEM FOR INTERACTIVE CONTROL OF COMPUTER AND
                          TELEPHONE

09/294175    6,628,758    ITEM SELECTION IN A TELEPHONY INTERFACE

09/023610    6,246,678    DATABASE ACCESS SERVER FOR PBX

09/121354    6,363,140    DIALABLE SCREENING PROFILE

09/274120    6,526,042    E-MAIL WITH EMBEDDED JAVA APPLICATION

09/311779    6,415,020    CALL HOLD IMPROVEMENT

09/169644    6,377,950    INTEGRATED DIRECTORY SERVICES

09/159161    6,314,429    BIDIRECTIONAL CONVERSION LIBRARY

09/320108    6795542      SMART TRANSFER FOR ANSWERING POSITIONS

09/189694    6,434,236    PC SERVER TELECOMMUNICATIONS POWER

08/970152    5974084      METHOD OF OPERATING A MODEM IN THE PRESENCE OF
                          INTERRUPTED DIAL TONE

09/455658    6,646,990    DISTRIBUTED TECHNIQUE FOR ALLOCATING CALLS

09/435581    6,504,922    REMOTE PERIPHERAL SWITCH BACKUP CALL SERVICE
                          MECHANISM

09/518555    09/518,555   ADAPTIVE RULE-BASED MECHANISM FOR FEATURE
                          INTERACTION RESOLUTION

29/090649    423497       TELEPHONE SETS

29/104935    421264       TELEPHONE SETS

09/502085    6,647,103    PALM PC DOCK- ABLE PHONE

09/336,362   6,408,275    METHOD OF COMPRESSING AND DECOMPRESSING AUDIO
                          DATA USING MASKING AND SHIFTING OF AUDIO
                          SAMPLE BITS

09/304544    6711247      MLTS EMERGENCY CALL PROCESSING
09/642560   6834106      VOICE MAIL BY TWINNING

09/302881   6,366,656    METHOD AND APPARATUS FOR MIGRATING EMBEDDED
                         PBX SYSTEM TO PERSONAL COMPUTER

09/755558   6,625,499    RANGE EDITING DIALOG

09/478646   6,411,711    COMBINATION CONNECTOR/MICROPHONE

09/564287   6819665      USING A GATEKEEPER TO PRODUCE AN H.323 PBX

09/388712   6,618,476    LINE APPEARANCE SECURITY INTERFACE FOR TAPI SP

09/784969   6748065      A MECHANISM TO OPTIMIZE A DISTRIBUTED AARS USING RIP CACHING

09/497305   6,550,024    SEDO - SEMANTIC ERRORS DIAGNOSTIC OPERATION FOR
                         MULTI-AGENT SYSTEM

29/106430   DES.437312   PLASTIC DOOR

09/793985   6,522,729    HANDWRITING PHONE




                                    -17-
SERIAL NO.   PATENT NO.   TITLE
----------   ----------   -----
09/843409    6801609      LOG IN TO A LIVE APPEARANCE

09/671395    6,597,767    A METHOD FOR THE SYNCHRONIZATION OF ANALOG CALL DISPLAY DATA IN
                          DISTRIBUTED SYSTEMS

09/568703    6735194      METHOD TO IMPLEMENT DIGITAL PRIVATE SIGNALLING SYSTEM (DPNSS)

09/563552    6,650,744    VOICE MULTICAST METHOD

09/660947    6744900      COMPLEX ACOUSTIC PATH AND GASKET FOR USE WITH MICROPHONES

09/663026    6778641      POLICY REPRESENTATIONS AND MECHANISMS FOR THE CONTROL OF SOFTWARE
                          BASED COMMUNICATION AND BUSINESS SYSTEMS

09/710174    6,480,122    POWERING ARRANGEMENT FOR AN ETHERNET LAN CONNECTED TELEPHONE

09/695,214   6,643,659    COMMON DATA MODEL INCLUDING FIELD INTERDEPENDENCIES

09/697538    6,529,182    EFFICIENT CONTROLLED CURRENT SINK FOR LED BACKLIGHT PANEL

09/861207    6,641,309    COMBINATION VISIBLE AND INFRARED LIGHT PIPE

09/881305    6,642,632    EFFICIENT BATTERY TRANSFER CIRCUIT

09/800337    6,424,545    EFFICIENT DUAL-SOURCE WIDE-INPUT ISOLATED DC-DC CONVERTER WITH
                          EFFECTIVE CURRENT LIMIT

09/808682    6,540,091    ENCLOSURE FOOT ARRANGEMENT THAT CAN BE USED TO STACK ENCLOSURES

09/832734    6816576      TREE HIERARCHY AND DESCRIPTION FOR GENERATED LOGS

09/907847    6746174      METHOD OF ATTACHING MOULDED ENCLOSURES

09/916165    6,581,315    FORMED LENS TAB FOR DESIGNATION CARD INSERT

29/125848    D448746      SUPERCONSOLE-2000

09/938130    6831965      METHOD OF ENABLING A CPE TO TEST A TELEPHONE LINE AND REPORT THE
                          RESULTS OF THE TEST

29/150658    D464,052 S   MOUSE CONTROLLER

10/256569    6741717      LOUDSPEAKER CAP TO REDUCE STRUCTURAL ...ACOUSTIC MODES

29/156949    472539       5303 CONFERENCE PHONE

100949       4293737      RINGING DECODER CIRCUIT

205255       4376875      KEYLESS & INDICATORLESS LOCAL TELEPHONE SWITCHING SYSTEM

285658       4472608      SUBSCRIBER LINE INTERFACE CIRCUIT

865961       4776007      SOLID STATE TRUNK CIRCUIT

794696       4734933      TELEPHONE LINE STATUS CIRCUIT

blank        5034915      DATA STORAGE SYSTEM

799850       4672663      TELEPHONE HANDSET DETECTOR

932405       4761702      LATCH UP RECOVERY CIRCUIT

304472       5007080      COMMUNICATION SYSTEM SUPPORTING REMOTE OPERATIONS

498102       4996702      APPARATUS FOR TESTING

323374       4964155      PROGRAMMABLE THRESHOLD ALERT

426418       5166972      GROUP EMERGENCY CALL SYSTEM

950231       5274634      PABX COMMON RELAY SYSTEM

878854       5383121      COMPRESSED LANGUAGE DICTIONARY
878526   5249222   HOST REMOTE SIGNALLING IN TELEPHONE SYSTEMS

050900   5436964   PROGRAMMABLE CALL PROGRESS TONES FOR A SWITCHING SYSTEM

922616   5400365   DIGITAL CLASS RECEIVER




                              - 18 -
SERIAL NO.   PATENT NO.   TITLE
----------   ----------   -----
460733       5680404      CYCLING ERROR COUNT FOR LINK MAINTENANCE

158347       4,887,293    TELEPHONE SYSTEM

829907       4727578      TELEPHONE SYSTEM

839521       4701948      COMMUNICATION SYSTEM HAVING SEPARATE UNIDIRECTIONAL
                          INFORMATION SIGNALLING

420648       5054062      CIRCUIT FOR MAINTAINING HYBRID CANCELLATION OF SIGNALS IN A
                          COMMUNICATION SYSTEM

903143       4788720      PROGRAMMABLE SUBSCRIBER SET

928053       4805211      SUBSCRIBER SET PROGRAMMING MODULE

928056       4736406      EXPANSION SUBSYSTEM FOR USE IN A COMMUNICATION SYSTEM

386697       5202883      DIGITAL KEY SYSTEM ARCHITECTURE

09/611054    n/a          MECHANISM FOR SHARING OF GUARANTEED RESOURCES

09/642,340   n/a          CALL PROCESSING WITH SYNCHRONIZED TUPLE SPACES

09/587,721   n/a          SYNCHRONIZATION METHOD AND SYSTEM FOR KEEPING TRACK OF ENCODING
                          HISTORY TO MAINTAIN DIGITAL SYSTEM SYNCRHONIZATION DURING
                          COMMUNICATION OVER LOSSY TRANSMISSION MEDIA

10/631811    n/a          ARCHITECTURE AND IMPLEMENTATION FOR CONTEXT AWARE CALL
                          PROCESSING WITH LOCAL FEATURE DEFINITION

10/941961    n/a          A METHOD OF OPTIMAL MICROPHONE ARRY DESIGN UNDER UNIFORM ACOUSTIC
                          COUPLING CONSTRAINTS

11/027234    n/a          SYSTEM AND METHOD OF SELF-DISCOVERY AND SELF-CALIBRATION IN A
                          VIDEO CONFERENCING SYSTEM

10/881468    n/a          PHYSICAL BEAMFORMING USING OMNIDIRECTIONAL MICROPHONES

11/045825    n/a          NARROW BAND TONE DETECTION IN ECHO CANCELLER SYSTEMS

11/045743    n/a          A METHOD TO DETECT AN ECHO PATH CHANGE IN ECHO CANCELLER SYSTEM

11/075811    n/a          HIGH PRECISION BEAMSTEERER BASED ON FIXED BEAMFORMING
                          APPROACH

11/008510    n/a          OPTIMAL DESIGN OF A LEAK TO CORRECT THE NEGATIVE EFFECT OF
                          ENSLOSURE ACOUSTIC MODES ON THE LOUDSPEAKER FREQUENCY RESPONSE

11/077069    n/a          UNIVERSAL MICROPHONE ARRAY STAND

11/104827    n/a          A METHOD FOR RECOGNIZING LOCATION MOVE OF VOIP PHONES IN A CLOSED
                          ENVIRONMENT

10/780220    n/a          METHOD OF DYNAMIC ADAPTATION FOR JITTER BUFFERING IN PACKET NETWORKS

10/729842    n/a          A DEVICE FOR CHANGING THE SPEAKING RATE OF RECORDED SPEECH

11/063563    n/a          METHOD OF EARLY DETECTION OF ENCRYPTED SIGNALS IN PACKET NETWORKS

10/449950    n/a          BEST EFFORT SEARCH EMAIL GATEWAY

10/457076    n/a          VISUALLY IMPAIRED APPLICATION

10/670172    n/a          ADAPTIVE PREDICTIVE PLAYOUT SCHEME FOR PACKETIZED VOICE APPLICATIONS

10/421316    n/a          COMPENSATION OF BEAMFORMER STEERING DELAY FOR IMPROVEMENT OF
                          HANDSFREE SPEECH RECOGNITION

10/302119    n/a          AUTOMATIC LOCATION-AWARE FEATURE SELECTION

10/310558    n/a          PRO-ACTIVE FEATURES FOR TELEPHONY
- 19 -
SERIAL NO.   PATENT NO.     TITLE
----------   ----------     -----
10/339996    n/a            METHOD AND APPARATUS FOR ESTABLISHING AND MAINTINING VOICE
                            COMMUNICATIONS AMONG A COMMUNITY OF INTEREST

10/341211    n/a            A HARDWARE-ASSISTED TUPLE SPACE

10/368667    n/a            REMOTE PROGRAMMING OF SERIALIZED SEMICONDUCTOR DEVICES USING
                            WEB/INTERNET PROTOCOLS

10/446359    n/a            ECHO CANCELLER EMPLOYING H-REGISTER AND STORAGE REGISTER

10/355181    n/a            CHEAP LIGHTPIPE DESIGN AND CONSTRUCTION

10/696734    n/a            CALL REDIRECTION ZONES FOR WIRELESS COMMUNICATIONS

10/448155    n/a            LINE ECHO CANCELLATION SYSTEM

10/371410    n/a            AUTOMATED VOICE AND TEXT LANGUAGE TRANSLATION SYSTEM

10/638416    n/a            PRIVACY AND SECURITY MECHANISM FOR PRESENCE SYSTEMS WITH TUPLE
                            SPACES

10/375439    n/a            BIMODAL FEATURE ACCESS FOR WEB APPLICATIONS

10/631789    n/a            MAKING PRESENCE SERVICES AWARE OF COMMUNICATION SERVICES

10/460449    n/a            7 KHZ AUDIO EARPIECES(LOW LEAK CONDITIONS AND HIGH LEAK CONDITIONS)FOR
                            WIDEBAND AUDIO TELEPHONE HANDSETS, CELL PHONE HANDSETS OR HEADSETS

10/734116    n/a            METHOD FOR EXTENDING THE FREQUENCY RANGE OF A BEAMFORMER WITHOUT
                            SPATIAL ALIASING

10/428608    n/a            REPLACEABLE PERSONAL DIGITAL ASSISTANT CRADLE FOR DESKTOP TELEPHONE

10/631794    n/a            ROLE-BASED PRESENCE

10/669138    n/a            ASYMMETRICAL LOUDSPEAKER ENCLOSURES TO ACHIEVE ENCHANCED LOW
                            FREQUENCY RESPONSE

10/680345    n/a            INTERACTIVE CONFLICT RESOLUTION FOR PERSONALIZED POLICY-BASED
                            SERVICES

10/732283    n/a            METHOD FOR BROADBAND CONSTANT DIRECTIVITY BEAMFORMING FOR NON LINEAR
                            AND NON AXI-SYMMETRIC SENSORS ARRAYS EMBEDDED IN AN OBSTACLE

10/306154    n/a            A METHOD OF ACOUSTIC ECHO CANCELLATION IN FULL-DUPLEX HANDS FREE AUDIO
                            CONFERENCING WITH SPATIAL DIRECTIVITY

10/321499    n/a            A METHOD TO CAPTURE THE CONSTANT ECHO PATH INFORMATION IN
                            FULL-DUPLEX TELEPHONES

08/716319    5970068        CELL RELAY TRANSPORT MECHANISM

10/442571    6,606,610      FEATURE INTERACTION RESOLUTION USING POLICIES EVENT BASED MODEL AND
                            FUZZY LOGIC

10/619306    6,746,162 B2   COMBINATION VISIBLE AND INFRARED LIGHT PIPE

10/316110    6695150        ENCLOSURE FOOT ARRANGEMENT THAT CAN BE USED TO STACK ENCLOSURES

blank        D474,169 S     MOUSE CONTROLLER

10/339836    6704734        TUPLE SPACE OPERATIONS FOR FINE GRAINED CONTROL

10/342263    6804126        EFFICIENT POWER SUPPLY START UP CIRCUIT

29/170136    496652         MITEL 5230 IP APPLIANCE

10/186305    n/a            TELEPHONE LOUDSPEAKER EQUALISATION USING A REMOTE MICROPHONE

10/370313    n/a            VOICE ACTIVATED LANGUAGE TRANSLATION

10/631834    n/a            CONTEXT AWARE CALL HANDLING SYSTEM
- 20 -
SERIAL NO.   PATENT NO.   TITLE
----------   ----------   -----
10/631747    n/a          GENERATION OF AVAILABILITY INDICATORS FROM
                          CALL CONTROL POLICIES FOR PRESENCE ENABLED TELEPHONY SYSTEMS

10/631819    n/a          AVAILABILITY AND LOCATION PREDICTOR USING CALL PROCESSING
                          INDICATIONS

157862       4800586      COMPENSATION CIRCUIT FOR USE WITH AN INTEGRATING AMPLIFIER

10/631853    n/a          PERSONALIZED AND CUSTOMIZABLE FEATURE EXECUTION AND SPECIFICATION
                          SYSTEM FOR APPLICATION IN IP TELEPHONY AND ELSEWHERE WITH OPERATIONAL
                          SEMANTICS AND IMPLEMNTATION WITH DEONTIC TASK TREES

10/926077    n/a          EMBEDDED VOIP SECURITY MONITOR FOR PDA ATTACHED TELEPHONE

10/722472    n/a          ONE METHOD OF CAPTURING AND REUSING THE CONSTANT ECHO PATH INFORMATION
                          USING THE DEFAULT COEFFICIENTS IN AN ECHO CANCELLER




                                     - 21 -
CANADIAN TRADE-MARK APPLICATIONS AND REGISTRATIONS

       REG./APPL/
           NO.        TITLE
       ----------     -----
       431,328        MITEL

       216,462        MITEL

       216,962        MITEL & DESIGN

       433,248        M LOGO

       426,834        ACD SUPERVISION

       1,184,949      ANY+1

       570,579        E-SMITH

       639,355        MISERVICE

       485,479        MITEL MEDIAPATH

       1,251,068      MITEL NAVIGATOR

       512,487        MITEL SEMICONDUCTOR & DESIGN

       1,259,305      NUPOINT MESSENGER IP

       536,564        ONEPOINT MESSENGER

       384,050        SMART-1 DESIGN

       566,577        SPEAK@EASE

       371,267        SUPERCONSOLE 1000 & DESIGN

       566,690        SUPERCONSOLE 2000

       898,524        SUPERSET

       361,218        SUPERSET 1 DESIGN

       306,263        SUPERSET 3 DESIGN

       298,720        SUPERSET 4 DESIGN

       306,259        SUPERSET 7 DESIGN

       253,298        SX-10

       245,062        SX-100

       236,233        SX-200

       285,044        SX-2000

       338,952        SX-50

       602,523        YOUR ASSISTANT

       594,373        VOICEFIRST

       389,315        ANSWER PLUS

       446,532        CONNECTION MASTER

       369,399        DISCOVERY

       536,408        EXPRESS MESSENGER

       474,159        G DESIGN (B&W)
474,158   G DESIGN (COLOUR)

289,373   GANDALF

474,326   GANDALF & G DESIGN (COLOUR)

474,325   GANDALF & G LOGO DESIGN

401,339   GANDALF DESIGN

289,374   GANDALF DESIGN

458,157   GANDALF XPRESS

377,429   HCI

377,428   HOST COMMAND INTERFACE




           - 22 -
REG./APPL.
    NO.         TITLE
----------      -----
431,914         LIGHTWARE

217,058         M & DESIGN

485,480         MEDIAPATH

425,167         MILINK

433,249         MITEL &M DESIGN

432,179         RADICALL

285,093         TALK TO

431,659         TELECOM SPREADSHEET

307,697         TRILLIUM

471,594         VLS

463,464         XPRESSCONNECT

488,011         XPRESSDUO

499,959         XPRESSGUARD

459,070         XPRESSSTACK

458,699         XPRESSWAY




             - 23 -
UNITED STATES TRADE-MARK APPLICATIONS AND REGISTRATIONS

          SERIAL/REG.
          NO.            TITLE
          -----------    -----
          1,593,870      ACD TELEMARKETER

          2,474,809      EXPRESS MESSENGER

          2,263,904      GANDALF & G DESIGN (B&W)

          1,923,351      LIGHTWARE

          1,451,842      PANTHER

          1,454,019      PANTHER DESIGN

          1,472,054      SMART-1 DESIGN

          1,657,195      SUPERCONSOLE 1000 & DESIGN

          2,774,548      SUPERCONSOLE 2000

          1,368,731      SUPERSET

          1,372,230      SUPERSET 4 DESIGN

          1,360,307      SUPERSET 7 DESIGN

          1,150,303      SX-200

          1,307,784      SX-2000

          1,568,003      SX-50

          1,415,617      TRILLIUM

          1,377,915      TRILLIUM DESIGN

          1,098,607      M LOGO

          1,091,325      MITEL & DESIGN

          1,911,785      MITEL & DESIGN

          1,949,826      MITEL & DESIGN

          1,904,370      MITEL & DESIGN

          1,944,813      MITEL & DESIGN

          1,961,215      MITEL

          1,944,812      MITEL

          1,947,798      MITEL

          1,949,827      MITEL

          1,109,181      MITEL

          76/531708      ANY+1

          78/529983      MISERVICE

          76/639564      MITEL NAVIGATOR

          78/643188      VOICE FIRST

          78/104,719     VOICE FIRST

          78/127,734     YOUR ASSISTANT
1,902,404   M LOGO

2,701,783   SPEAK@EASE




             -24-
                  UNITED STATES COPYRIGHT REGISTRATIONS

REG NO.         TITLE
-----------     -----
TX 1704-291     CM 8350GI0 DIALER SOURCE CODE

TX 1704-290     CM 8350G11 DIALER SOURCE CODE

TX 1704-292     CM 8350G77 DIALER SOURCE CODE

TX 1965-916     CM 8350G00 DIALER SOURCE CODE

TXU 264-857     SX-2000 S DSP CONFERENCING OBJECT CODE

TXU 264-858     SX-2000 S DSP TONE DETECTOR OBJECT CODE

TXU 305-456     HCI PROTOCOL SPECIFICATION A03 HOST COMMAND INTERFACE PROTOCOL SPECIFICATION VERSION

TXU 306-903     SX-200 PBX SOFTWARE GENERIC 217-12-00

TXU 306-902     SX-200 PBX PROGRAMME GENERIC ACD-06-00

TXU 387-509     SUPERSET 4 SOURCE CODE LISTING REVISION 2.0

TXU 389-016     SUPERSET 3 SOURCE CODE LISTING REVISION 2.0

TXU 432-016     SUPERSET 4 OPERATION SPECIFICATIONS VERSION 1 W02

TXU 432-017     COV SET PROTOCOL VERSION A02

TXU 432-019     SX-200 DETAILED COV MESSAGES SEQUENCE FOR VOICE MAIL VERSION A02

TXU 432-018     SX-50 DETAILED COV MESSAGES SEQUENCE FOR VOICE MAIL VERSION A01

TXU 744-764     SX-200 DIGITAL GENERIC LIGHTWARE, GENERIC 1005, LIGHTWARE 15, LIGHTWARE 16

TXU 744-763     SX-50 PBX SOFWARE GENERIC MS55

TXU 815-664     SX-2000 PBX SOFTWARE LIGHTWARE 28 MS2008

TXU 815-663     SX-2000 PBX SOFTWARE LIGHTWARE 27 MS2007

TXU 815-662     SX-2000 PBX SOFTWARE LIGHTWARE 26 MS2006

TX 4-597-284    MITEL PERSONAL ASSISTANT VERSION 1.0 - COMPILATION

TXU 729-119     SX-2000 PBX SOFTWARE LIGHTWARE 29 MS2009

TX 3-616-856    SMART-1 POSITIVE ACCOUNT CODE VERIFICATION PLUS CONTROLLER - GENERAL PROGRAMMING
                GUIDE 8350-361-013-NA ISSUE 3

TX 3-616-857    SMART-1 POSITIVE ACCOUNT CODE VERIFICATION PLUS CONTROLLER - GENERAL PROGRAMMING
                GUIDE 8350-361-013-NA ISSUE 4

TX 3-616-858    SMART-1 CALL CONTROLLER - GENERAL PROGRAMMING GUIDE 8350-345-003-NA ISSUE 2

TX 3-616-859    SMART-1 POSITIVE ACCOUNT CODE VERIFICATION PLUS CONTROLLER - GENERAL PROGRAMMING
                GUIDE 8350-361-013-NA ISSUE 2

5X 3-616-860    SMART-1 PROJECT MESSAGE REPORTER - GENERAL PROGRAMMING GUIDE 8350-348-013 NA ISSUE 1

TX 3-616-861    SMART-1 POSITIVE ACCOUNT CODE VERIFICATION PLUS CONTROLLER - GENERAL PROGRAMMING
                GUIDE 8350-367-013-NA ISSUE 2

TX 3-616-862    SMART1 POSITIVE ACCOUNT CODE VERIFICATION PLUS CONTROLLER - GENERAL PROGRAMMING
                GUIDE 8350-345-113-NA ISSUE 2

TX 3-616-863    SMART-1 COMMON CARRIER ACCESS DIALER AND CALL CONTROLLER - GENERAL INFORMATION
                8350-047-100-NA ISSUE 2

TXU 944-954     SX-2000 PBX SOFTWARE LIGHTWARE 30 MS2010

TXU 1-027-550   SX-2000 FOR WINDOWS NT

TXU 1-021-337   SX-200 PBX SOFTWARE LIGHTWARE 17 G1007

TXU 1-021-336   SX-200 PBX SOFTWARE LIGHTWARE 18 G1010
TXU 1-018-525   SX-200 PBX SOFTWARE LIGHTWARE 19 G1012

TXU 1-027-551   SX-2000 PBX SOFTWARE LIGHTWARE 31 MS2011

TXU 1-027-549   MITEL NETWORKS 3200   ICP SYSTEM SOFTWARE IPERA 2000 SYSTEM SOFTWARE




                                           -25-
REG NO.         TITLE
-----------     -----
TXU 1-027-552   MITEL NETWORKS 3100 ICP SYSTEM SOFTWARE




                       -26-
              CANADIAN COPYRIGHT REGISTRATIONS

REG NO.       TITLE
-----------   -----
364999        HCI PROTOCOL SPECIFICATION VERSION A03 HOST COMMAND INTERFACE
              PROTOCOL SPECIFICATION VERSION A03

365975        SX-200 PBX PROGRAMME GENERIC ACD-06-00

366195        SX-200 PBX SOFTWARE GENERIC 217-12-00

393362        SUPERSET 4 SOURCE CODE LISTING REVISION 2.0

393629        SUPERSET 3 SOURCE CODE LISTING REVISION 2.0

395204        SUPERSET 4 OPERATION SPECIFICATIONS VERSION 1 W02

395205        COV SET PROTOCOL VERSION A02

395264        SX-200 DETAILED COV MESSAGES SEQUENCE FOR VOICE MAIL VERSION A02

395263        SX-50 DETAILED COV MESSAGES SEQUENCE FOR VOICE MAIL VERSION A01

417989        GRAPHICAL SYMBOL SET ACD AGENT CALL STATE SYMBOLS




                                  -27-
CANADIAN INDUSTRIAL DESIGNS REGISTRATIONS

REG NO.       TITLE
-----------   -----
86862         TELEPHONE SETS

86863         TELEPHONE SETS

86864         TELEPHONE SETS

87696         PLASTIC DOOR

2000-1675     SUPERCONSOLE-2000

96902         MOUSE CONTROLLER

2001-2932     MOUSE CONTROLLER

98870         5303 CONFERENCE PHONE

99307         MITEL 5230 IP APPLIANCE

99306         MITEL 5230 IP APPLIANCE

110007        NAVIGATOR COMPUTER - TELEPHONE DEVICE




                    -28-
                                             (JPMORGAN LOGO)

                                                   Exhibit 4.1

                          CAP/FLOOR COLLAR TRANSACTION (REVISION)

This confirmation, dated 03 October 2005, supersedes any previous confirmations received referencing JPM
REFERENCE NUMBER 200005065393 and 200005065440.

The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into
between:

                                     JPMORGAN CHASE BANK. N.A.
                                            ("JPMorgan")

                                                       and

                                  MITEL NETWORKS CORPORATION
                                          (the "Counterparty")

on the Trade Date and identified by the JPMorgan Deal Number specified below (the "Transaction"). This letter
agreement constitutes a "Confirmation" as referred to in the Master Agreement specified below, and supersedes
any previous confirmation or other writing with respect to the transaction described below.

The definitions and provisions contained in the 2000 ISDA Definitions (the "Definitions"), as published by the
international Swaps and Derivatives Association, Inc. are incorporated into this Confirmation. In the event of any
inconsistency between those definitions and provisions and this Confirmation, this Confirmation will govern.

If JPMORGAN CHASE BANK, N.A. ("JPMorgan") and MITEL NETWORKS CORPORATION (the
"Counterparty") are not yet parties to an ISDA Master Agreement, the parties agree that this Transaction will be
documented under a master agreement to be entered into, on or before October 11, 2005, on the basis of the
printed form of the 2002 Master Agreement published by the International Swap and Derivatives Association,
Inc. ("ISDA"), together with such changes as shall be agreed between the parties (the "Master Agreement").
Upon execution and delivery by the parties of the Master Agreement, this Confirmation shall supplement, form a
part of, and be subject to such Master Agreement. Until the parties execute and deliver the Master Agreement,
this Confirmation shall supplement, form a part of, and be subject to the printed form of 2002 Master Agreement
published by ISDA, as if the parties had executed that agreement in such form (but without any Schedule except
for the election of the laws of the State of New York as the governing law and US Dollars as the Termination
Currency) on the Trade Date of this Transaction. If such 2002 Master Agreement is not executed by the parties
on or before October 11, 2005, it shall constitute an Additional Termination Event under the Master Agreement,
in respect of which both parties are Affected Parties.

                                                   Page 1 of 1
                                             (JPMORGAN LOGO)

The terms of the particular Cap/Floor Collar Transaction to which this Confirmation relates are as follows:

A. TRANSACTION DETAILS

          JPMorgan Deal Number(s):                    2000005065440

          Notional Amount:                            USD 55,000,000.00

          Trade Date:                                 26 September 2005

          Effective Date:                             01 November 2005

          Termination Date:                           01 November 2007, subject to adjustment in
                                                      accordance with the Modified Following
                                                      Business Day Convention

          FIXED AMOUNT:

          Fixed Rate Payer:                           Counterparty

          Premium Amount:                             USD 0.00

          Fixed Rate Payer Payment Date:              N/A

          FLOATING AMOUNTS (1):

          Floating Rate Payer:                        JPMorgan

          Cap Rate:                                   5.27 percent

          Floating Rate Payer Payment Dates:          Each 01 May and 01 November from and
                                                      including 01 May 2006 to and including the
                                                      Termination Date, subject to adjustment in
                                                      accordance with the Modified Following
                                                      Business Day Convention and there will be
                                                      an adjustment to the Calculation Period

          Floating Rate Option:                       USD-LIBOR-BBA

          Designated Maturity:                        3 Months

          Spread:                                     None

          Floating Rate Day Count Fraction:           Actual/360

          Reset Dates:                                Each 01 January, 01 April, 01 July. and 01
                                                      October beginning with October 1, 2005,
                                                      subject to the Previous Business Day
                                                      Convention

          Compounding:                                Inapplicable

          Business Days:                              New York, London, Ottawa




                                                   Page 2 of 2
                                      (JPMORGAN LOGO)

FLOATING AMOUNTS (II):

       Floating Rate Payer:                   Counterparty

       Floor Rate:                            4.00000 percent

       Floating Rate Payer Payment Dates:     Each 01 May and 01 November from and
                                              including 01 May 2006 to and including the
                                              Termination Date, subject to adjustment in
                                              accordance with the Modified Following
                                              Business Day Convention and there will be
                                              an adjustment to the Calculation Period

       Floating Rate Option:                  USD-LIBOR-BBA

       Designated Maturity:                   3 Months

       Spread:                                None

       Floating Rate Day Court Fraction:      Actual 360

       Reset Dates:                           Each 01 January, 01 April, 01 July, and 01
                                              October beginning with 01 October 2005,
                                              subject to the Previous Business Day
                                              Convention

       Compounding:                           Inapplicable

       Business Days:                         New York, London, Ottawa

       Calculation Agent:                     JPMorgan, unless otherwise stated in the
                                              Agreement.

       B. ACCOUNT DETAILS

       Payments to JPMorgan in USD:           JPMORGAN CHASE BANK NA
                                              JPMORGAN CHASE BANK NA
                                              BIC: CHASUS33XXX
                                              AC No: 099997979

       Payments to Counterparty in USD:       As per your standard settlement
                                              instructions.

       C. OFFICES

       JPMorgan:                              NEW YORK

       Counterparty:                          OTTAWA




                                            Page 3 of 3
                                                (JPMORGAN LOGO)

D. GOVERNING LAW

The laws of the State of New York provided however that upon execution of the Master Agreement this
Confirmation shall be governed by the law governing such Master Agreement.

E. DOCUMENTS TO BE DELIVERED

Each party shall deliver to the other, at the time of its execution of this Confirmation, evidence of the incumbency
and specimen signature of the person(s) executing this Confirmation, unless such evidence has been previously
supplied and remains true and in effect.

F. RELATIONSHIP BETWEEN PARTIES

Each party will be deemed to represent to the other party on the date on which it enters into a Transaction that
(absent a written agreement between the parties that expressly imposes affirmative obligations to the contrary for
that Transaction):

(a) Non-Reliance. It is acting for its own account, and it has made its own independent decisions to enter into that
Transaction and as to whether that Transaction is appropriate or proper for it based upon its own judgment and
upon advice from such advisers as it has deemed necessary. It is not relying on any communication (written or
oral) of the other party as investment advice or as a recommendation to enter into that Transaction; it being
understood that information and explanations related to the terms and conditions of a Transaction shall not be
considered investment advice or a recommendation to enter into that Transaction. No communication (written or
oral) received from the other party shall be deemed to be an assurance or guarantee as to the expected results of
that Transaction.

(b) Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf
or through independent professional advice), and understands and accepts, the terms, conditions and risks of that
Transaction. It is capable of assuming, and assumes the risks of that Transaction.

(c) Status of Parties. The other party is not acting as a fiduciary for or an adviser to it in respect of that
Transaction.

                                                      Page 4 of 4
                                                (JPMORGAN LOGO)

Please confirm that the foregoing correctly sets forth the terms of our agreement by executing a copy of this
Confirmation and returning it to us or by sending to us a letter, telex or facsimile substantially similar to this letter,
which letter, telex or facsimile sets forth all material terms of the Transaction to which this Confirmation relates
and indicates agreement to those terms. When referring to this Confirmation, please indicate: JPMorgan Deal
Number(s): 2000005065440.

JPMorgan Chase Bank, N.A.

                                     /s/ Cathy Stutz
                                     -------------------------------------
                                     Name: Cathy Stutz
                                     Title: Associate




Accepted and confirmed as of the date
first written:
MITEL NETWORKS

                                     /s/ D. McCarthy
                                     -------------------------------------
                                     Name: D. McCarthy
                                     Title: Treasurer
                                     Your reference number:
                                                            --------------




                                                       Page 5 of 5
                                                   Exhibit 4.2

                                               (ISDA(R) LOGO)

                                International Swap Dealers Association, Inc.

                                       2002 MASTER AGREEMENT

                                         dated as of September 25, 2005

           JPMORGAN CHASE BANK, N.A. and MITEL NETWORKS CORPORATION

have entered and/or anticipate entering into one or more transactions (each a "Transaction") that are or will be
governed by this 2002 Master Agreement, which includes the schedule (the "Schedule"), and the documents and
other confirming evidence (each a "Confirmation") exchanged between the parties or otherwise effective for the
purpose of confirming or evidencing those Transactions. This 2002 Master Agreement and the Schedule are
together referred to as this "Master Agreement".

Accordingly, the parties agree as follows:--

1. INTERPRETATION

(a) DEFINITIONS. The terms defined in Section 14 and elsewhere in this Master Agreement will have the
meanings therein specified for the purpose of this Master Agreement.

(b) INCONSISTENCY. In the event of any inconsistency between the provisions of the Schedule and the other
provisions of this Master Agreement, the Schedule will prevail. In the event of any inconsistency between the
provisions of any Confirmation and this Master Agreement, such Confirmation will prevail for the purpose of the
relevant Transaction.

(c) SINGLE AGREEMENT. All Transactions are entered into in reliance on the fact that this Master Agreement
and all Confirmations form a single agreement between the parties (collectively referred to as this "Agreement"),
and the parties would not otherwise enter into any Transactions.

2. OBLIGATIONS

(a) GENERAL CONDITIONS.

(i) Each party will make each payment or delivery specified in each Confirmation to be made by it, subject to the
other provisions of this Agreement.

(ii) Payments under this Agreement will be made on the due date for value on that date in the place of the account
specified in the relevant Confirmation or otherwise pursuant to this Agreement, in freely transferable funds and in
the manner customary for payments in the required currency. Where settlement is by delivery (that is, other than
by payment), such delivery will be made for receipt on the due date in the manner customary for the relevant
obligation unless otherwise specified in the relevant Confirmation or elsewhere in this Agreement.

               Copyright (C) 2002 by International Swaps and Derivatives Association, Inc
compensation in respect of that obligation or deferred obligation, as the case may be, pursuant to Section 9(h)(ii)
(1) or (2), as appropriate. The fair market value of any obligation referred to in clause (b) above will be
determined as of the originally scheduled date for delivery, in good faith and using commercially reasonable
procedures, by the party obliged to make the determination under section 6(e) or, if each party is so obliged, it
will be the average of the Termination Currency Equivalents of the fair market values so determined by both
parties

"WAITING PERIOD" means:--

(a) in respect of an event or circumstance under Section 5(b)(i), other than in the case of Section 5(b)(i)(2) where
the relevant payment, delivery or compliance is actually required on the relevant day (in which case no Waiting
period will apply), a period of three Local Business Days (or days that would have been Local Business Days but
for the occurrence of that event or circumstance) following the occurrence of that event or circumstance; and

(b) in respect of an event or circumstance under Section 5(b)(ii), other than in the case of Section 5(b)(ii)(2)
where the relevant payment, delivery or compliance is actually required on the relevant day (in which case no
Waiting Period will apply), a period of three Local Business Days (or days that would have been Local Business
Days but for the occurrence of that event or circumstance) following the occurrence of that event or
circumstance.

IN WITNESS WHEREOF the parties have executed this document on the respective dates specified below with
effect from the date specified on the first page of this document.

          JPMORGAN CHASE BANK, N.A.                      MITEL NETWORKS CORPORATION



          By: /s/ MELISSA A. MCMAHON                     By: /s/ D. McCarthy
              ---------------------------------              ------------------------------------
          Name: MELISSA A. MCMAHON                       Name: D. McCarthy
          Title: VICE PRESIDENT &                        Title: Treasurer
                 ASSISTANT GENERAL COUNSEL               Date: OCT 13, 2005
          Date: 10/14/05




28 ISDA(R) 2002
                                                SCHEDULE
                                                  TO THE
                                         2002 MASTER AGREEMENT

                                    DATED AS OF SEPTEMBER 25, 2005

                                                   BETWEEN

JPMORGAN CHASE BANK, N.A. AND MITEL NETWORKS CORPORATION

                                            ("PARTY A") ("PARTY B")

                                                PART 1
                                        TERMINATION PROVISIONS

(1) "SPECIFIED ENTITY" means, in relation to Party A, for the purpose of:

SECTION 5(A)(V), any Affiliate of Party A;

SECTION 5(A)(VI), none;

SECTION 5(A)(VII), none; and

SECTION 5(B)(V), none;

and, in relation to Party B, for the purpose of:

SECTION 5(A)(V), any Guarantor (as defined in the Securities Purchase Agreement, dated as of April 27,
2005, among Party B and the Buyers listed therein) of Party B;

SECTION 5(A)(VI), any Guarantor (as defined in the Securities Purchase Agreement, dated as of April 27,
2005, among Party B and the Buyers listed therein) of Party B;

SECTION 5(A)(VII), any Guarantor (as defined in the Securities Purchase Agreement, dated as of April 27,
2005, among Party B and the Buyers listed therein) of Party B; and

SECTION 5(B)(V), none.

(2) "SPECIFIED TRANSACTION" will have the meaning specified in Section 14 of this Agreement.
(3) SCOPE OF AGREEMENT. Notwithstanding anything contained in this Agreement to the contrary, any
transaction (other than a repurchase transaction, reverse repurchase transaction, buy/sell-back transaction or
securities lending transaction) which may otherwise constitute a "Specified Transaction" (without regard to the
phrase "which is not a Transaction under this Agreement but" in the definition of "Specified Transaction") for
purposes of this Agreement which has been or will be entered into between the parties shall constitute a
"Transaction" which is subject to, governed by, and construed in accordance with the terms of this Agreement,
unless any Confirmation with respect to a Transaction entered into after the execution of this Agreement expressly
provides otherwise.

(4) INCONSISTENCY. In the event of any inconsistency between any of the following documents, the relevant
document first listed below shall govern:
(i) a Confirmation; (ii) the Schedule; (iii) the ISDA Definitions; and (iv) the printed form of ISDA Master
Agreement. In the event of any inconsistency between provisions contained in the 2000 Definitions and the FX
Definitions, the FX Definitions shall prevail.

Please confirm your agreement to the terms of the foregoing Schedule by signing below.

         JPMORGAN CHASE BANK, N.A.                      MITEL NETWORKS CORPORATION



         By: /s/ MELISSA A. MCMAHON                     By: /s/ D. McCarthy
             ---------------------------------              ------------------------------------
         Name: MELISSA A. MCMAHON                       Name: D. McCarthy
         Title: VICE PRESIDENT & ASSISTANT              Title: Treasurer
                GENERAL COUNSEL
                        Exhibit 4.3

                  DATED 24 August 2005



 CONTRACT FOR THE SALE OF FREEHOLD LAND AND BUILDING
SUBJECT TO LEASES AND THE LEASEBACK OF PART OF BUILDING

                            at

     MITEL BUSINESS PARK, PORTSKEWETT, CHEPSTOW,
                   MONMOUTHSHIRE

                         between

               MITEL NETWORKS LIMITED

                           and

               ROBERT HITCHINS LIMITED

                       Morgan Cole
                       Bradley Court
                        Park Place
                          Cardiff
                        CF10 3DP

                    Ref: DCK/409659-28

                            1
CONTENTS

     CLAUSE                                                                      Page
     ------                                                                      ----
     1.    Interpretation.....................................................     3
     2.    Sale and purchase..................................................     5
     3.    Conditions.........................................................     5
     4.    Risk and insurance.................................................     6
     5.    Deposit............................................................     8
     6.    Deducing title.....................................................     8
     7.    Title guarantee....................................................     8
     8.    Matters affecting the Property.....................................     8
     9.    Transfer...........................................................     9
     10.   VAT................................................................     9
     11.   Completion.........................................................    11
     12.   Apportionment of rent due under the Occupational Lease[s]..........    12
     13.   Service charge due under the Occupational Lease[s].................    13
     14.   Arrears due under the Occupational Leases..........................    14
     15.   Management.........................................................    14
     16.   Supplemental Agreement.............................................    15
     17.   Release of the Seller..............................................    15
     18.   Fixtures Fittings Fit Out and Other Works..........................    16
     19.   Buyer's acknowledgement of condition...............................    18
     20.   Variation to Condition 9.1.1.......................................    18
     21.   Joint and several liability........................................    18
     22.   Notices............................................................    18
     23.   Rights of third parties............................................    19
     24.   Governing law and jurisdiction.....................................    19

     SCHEDULE

     SCHEDULE 1 OCCUPATIONAL LEASES...........................................   21
     Part 1. Occupational Leases..............................................   21
     Part 2. Interests deriving out of Occupational Leases....................   22
     SCHEDULE 2 SELLER'S ASSETS...............................................   23
     SCHEDULE 3 BUYER'S CAPITAL WORKS, GRANT OF LEASEBACK AND OTHER TERMS.....   26




                                            2
THIS CONTRACT is dated 24 August 2005

PARTIES

(1) MITEL NETWORKS LIMITED incorporated and registered in England and Wales with company number
01309629 whose registered office is at Mitel Networks Limited, Portskewett, Monmouthshire, NP26 5YR
(SELLER).

(2) ROBERT HITCHINS LIMITED incorporated and registered in England and Wales with company number
686734 whose registered office is at Rowan House, Barnett Way, Barnwood, Gloucester, GL4 3RT (BUYER).

AGREED TERMS

l. INTERPRETATION

1.1 The definitions in this clause apply in this contract.

BUYER'S CONVEYANCER: Anne Balchin of Robert Hitchins Limited, The Manor, Boddington, Cheltenham,
Gloucester, GL51 0TJ, Fax No. 01242 680701.

CHARGE: the charge appearing at entry 1 of the charges register of title number CYM62633 as at 21st
September 2004 at 12:08:21

BUYER'S CAPITAL WORKS: the Works described in Schedule 3 Part I

                                     COMPLETION DATE: 31 August 2005

COMPLETION: the completion of this Agreement.

CONTRACT RATE: 4% per annum above the base lending rate from time to time of Barclays Bank PLC.

DEPOSIT: L708,200.00 (exclusive of VAT).

FIT OUT WORKS: the fit out works described in the Fit Out Works Contract.

FIT OUT WORKS CONTRACT: a contract dated 24 August 2005 for the provision of the Fit Out Works and
made between (1) the Seller (2) Paramount Office Interiors Limited

LEASEBACK: a Lease of part of the Property to be granted to the Seller by the Buyer in the form of the draft
annexed hereto.

MANAGEMENT INFORMATION: all documents, correspondence, notices, assessments, applications,
contracts, memoranda, declarations, statutory declarations and other written communications or documentation
relating to the Property, or the Occupational Leases.

OCCUPATIONAL LEASES: the leases and the licences specified in Schedule 1, Part 1 and every document
varying or supplemental or collateral to any of them, and every licence or consent granted under any of them, all
of which are listed in Schedule 1, Part 2.

                                                             3
OCCUPATIONAL LICENCE: a licence of part of the Property to be granted to the Seller by the Buyer in the
form of the draft annexed hereto.

OCCUPATIONAL TENANT: a tenant under one of the Occupational Leases and

OCCUPATIONAL TENANTS means each Occupational Tenant under the Occupational Leases.

PART 1 CONDITIONS: the conditions in Part 1 of the Standard Commercial Property Conditions (Second
Edition) and CONDITION means any one of them.

PART 2 CONDITIONS: the conditions in Part 2 of the Standard Commercial Property Conditions (Second
Edition).

PROPERTY: the freehold property at Mitel Business Park, Portskewett, Chepstow, Monmouthshire, and
registered at HM Land Registry with title absolute under title number CYM62633 but excluding the Tenant's
Plant.

PURCHASE PRICE: L7,082,000.00 (exclusive of VAT).

SERVICES: facilities management services in relation to the Property.

SELLER'S ASSETS: the assets of the Seller listed in Schedule 2

SELLER'S CONVEYANCER: Morgan Cole, Bradley Court, Park Place, Cardiff, CF10
3DP, REF. DCK 409659-28 Fax No. 029 2038 5300

SUPPLEMENTAL AGREEMENT: an agreement relating to the employees of the Seller who are engaged in the
maintenance and management of the Property to be entered into by the Seller the Buyer and Caxton Facilities
Management Limited a draft of which is attached hereto

TENANT'S PLANT: those items of plant and equipment defined and identified in the Occupational Leases and
the Leaseback

VAT: value added tax chargeable under the VAT Act and any similar replacement and any similar additional tax.

VAT ACT: Value Added Tax Act 1994.

VAT GROUP: two or more bodies corporate registered as a group for VAT purposes under section 43 of the
VAT Act.

1954 ACT: Landlord and Tenant Act 1954.

1994 ACT: Law of Property (Miscellaneous Provisions) Act 1994.

1995 ACT: Landlord and Tenant (Covenants) Act 1995.

1.2 The rules of interpretation in this clause apply in this contract.

1.3 A PERSON includes a corporate or unincorporated body.

1.4 Unless otherwise specified, a reference to a particular law is a reference to it as it is in force for the time
being, taking account of any amendment,

                                                            4
extension, application or re-enactment and includes any subordinate legislation for the time being in force made
under it.

1.5 A reference to laws in general is to all local, national and directly applicable supra-national laws in force for
the time being, taking account of any amendment, extension, application or re-enactment and includes any
subordinate laws for the time being in force made under them and all orders, notices, codes of practice and
guidance made under them.

1.6 The expressions LANDLORD COVENANT and TENANT COVENANT each have the meaning given to
them by the 1995 Act.

1.7 WRITING or WRITTEN includes faxes and e-mail.

1.8 Except where a contrary intention appears, a reference to a clause or Schedule is a reference to a clause of
or Schedule to this contract.

1.9 Clause and Schedule headings do not affect the interpretation of this contract.

2. SALE AND PURCHASE

2.1 The Seller will sell and the Buyer will buy the Property for the Purchase Price on the terms of this contract but
subject to clause 2.3.

2.2 The Buyer cannot require the Seller to:

(a) transfer the Property or any part of it to any person other than the Buyer; or

(b) transfer the Property in more than one parcel or by more than one transfer; or

(c) apportion the Purchase Price between different parts of the Property.

2.3 The Seller's Assets shall remain the property of the Seller and are not included in this sale and further the
telecommunication mast referred to in clause 8.1(h) is not included in this sale

3. CONDITIONS

3.1 The Part 1 Conditions are incorporated in this contract so far as they:

(a) apply to a sale by private treaty;

(b) relate to freehold property;

                                                           5
(c) are not inconsistent with the other clauses in this contract; and

(d) have not been modified or excluded by any of the other clauses in this contract.

3.2 The Part 2 Conditions are not incorporated into this contract.

3.3 Condition 1.1.4(a) does not apply to this contract.

4. RISK AND INSURANCE

4.1 The Seller will insure the Property in accordance with its obligations as landlord under each of the
Occupational Leases until Completion.

4.2 The Seller will at the Buyer's written request:

(a) permit the Buyer to inspect the policy or evidence of its terms at any reasonable time;

(b) increase the amount of cover for the Property under the terms of the Seller's insurance policy or extend the
risks covered by it, subject to the insurer being willing and able to do so and subject to the Buyer paying the
Seller on demand any additional premium due for the increased or extended cover; and

(c) obtain or consent to an endorsement on the Seller's insurance policy for the Property of the Buyer's interest,
subject to the insurer being willing to make the endorsement and subject to the Buyer paying the Seller on
demand any additional premium due for the endorsement.

4.3 The Seller will be under no obligation to seek any refund from the Tenants of any additional premium due or
paid in relation to any increased cover requested by the Buyer or for any endorsement on the policy of the
Buyer's interest.

4.4 No damage to or destruction of the Property nor any deterioration in its condition, however caused, will
entitle the Buyer either to any reduction of the Purchase Price or to refuse to complete or to delay Completion.

4.5 If in the period between the date of this contract and Completion, the Property is damaged or destroyed by a
risk against which the Seller has insured:

(a) the Seller will make a claim under its insurance policy in respect of that damage or destruction;

(b) to the extent that any insurance money in respect of the damage or destruction is paid to the Seller before
Completion, and to the extent

                                                           6
that the Seller is not under any statutory or contractual obligation to use any insurance money received by it to
repair or rebuild the Property before completion, the Seller will hold the insurance money received by it on trust
for the Buyer and will pay the money to the Buyer on completion to use in accordance with the terms of the
Occupational Leases;

(c) to the extent that any insurance money in respect of the damage or destruction is paid to the Seller after
Completion, the Seller will hold the insurance money on trust for the Buyer and will, as soon as is reasonably
practicable, pay it to the Buyer to use in accordance with the terms of the Occupational Leases;

(d) to the extent that any insurance money in respect of the damage or destruction has not been paid to the Seller
before Completion, the Seller will, to the extent permitted by the policy and at the Buyer's expense, assign to the
Buyer all rights to claim under the policy, the assignment being in the form reasonably required by the Buyer.

4.6 On Completion, the Seller will cancel its insurance policy in respect of the Property. If, following the
cancellation, the Seller receives from its insurers a refund of any premium paid in respect of any period after the
date of cancellation, the Seller will at its discretion either:

(a) pay or allow the refund to the Buyer to hold on trust for and to account to the Tenants in accordance with the
terms of the Occupational Leases; or

(b) pay or allow the refund to the Tenants in accordance with the terms of the Occupational Leases.

4.7 The Buyer will apply any insurance money paid to it by the Seller under this clause in accordance with the
terms of the Occupational Leases and will keep the Seller indemnified against any claims arising from any breach.

4.8 On Completion, there will be no apportionment between the Seller and the Buyer of any insurance rents
received or receivable from the Tenants under the terms of the Occupational Leases.

4.9 The Buyer will keep the Seller indemnified against any outstanding or additional premiums or other costs of
insurance that may become due to the Seller's insurers after completion but which relate to a period of insurance
before completion.

4.10 Conditions 7.1.2, 7.1.3 and 7.1.4(b) do not apply to this contract.

                                                          7
5. DEPOSIT

5.1 On the date of this contract, the Buyer will pay the Deposit to the Seller's Solicitors as stakeholder on terms
that on completion the Deposit is paid to the Seller with accrued interest.

5.2 The Deposit must be paid by direct credit.

5.3 Conditions 2.2.1 and 2.2.2 do not apply to this contract.

6. DEDUCING TITLE

6.1 The Seller's title to the Property has been deduced to the Buyer's Conveyancer before the date of this
contract.

6.2 The Buyer is deemed to have full knowledge of the title and is not entitled to raise any enquiry, objection,
requisition or claim in relation to it other than any query arising out of the usual pre-completion searches.

6.3 Conditions 6.1 and 6.2 and 6.4.2 do not apply to this contract.

7. TITLE GUARANTEE

7.1 The Seller will transfer the Property with full title guarantee.

7.2 Condition 6.6.2 does not apply to this contract.

8. MATTERS AFFECTING THE PROPERTY

8.1 The Seller will sell the Property free from encumbrances other than:

(a) any matters, other than the Charge, contained or referred to in the entries or records made in registers
maintained by HM Land Registry as at 21st September 2004 at 12:08:21 under title number CYM62633;

(b) any matters discoverable by inspection of the Property before the date of this contract;

(c) any matters which the Seller does not and could not reasonably know about;

(d) any matters, other than the Charge, disclosed or which would have been disclosed by the searches and
enquiries which a prudent buyer would have made before entering into this contract;

                                                            8
(e) public requirements;

(f) any matters which are, unregistered interests which override registered dispositions under Schedule 3 to the
Land Registration Act 2002;

(g) the Occupational Leases and all rights and obligations arising by virtue of any of them and all interests deriving
out of any of them as listed in Schedule 1, Part 2

(h) the contractual and other rights of Cable and Wireless to retain a telecommunications mast on the Property

8.2 Conditions 3.1.1, 3.1.2, and 3.3 do not apply to this contract.

8.3 The Buyer is deemed to have full knowledge of the matters referred to in clause 8.1 and will not raise any
enquiry, objection, requisition or claim in respect of any of them.

8.4 In the event that the surrender and release of liabilities and obligations referred to in paragraph 1 of the First
Schedule of an Agreement for Surrender of Part and Variation of Lease dated 3rd August 2005 and made
between (1) the Seller (2) Zarlink Semiconductor Limited is deemed ineffectual Seller shall keep the Buyer
indemnified against all expenses costs claims damages and loss arising in relation thereto

9. TRANSFER

9.1 The transfer to the Buyer will be in the agreed form initialled by the parties and annexed to this contract.

9.2 The Buyer and the Seller will execute the transfer in duplicate.

10. VAT

10.1 The Seller and the Buyer each acknowledge and agree that a business is being transferred as a going
concern and that section 49(1) of the VAT Act and article 5 of the Value Added Tax (Special Provisions) Order
1995 are intended to apply to the transaction provided for by this contract.

10.2 The Seller and the Buyer each acknowledge that the business of letting the Property for a consideration is
capable of being operated separately as a business.

10.3 The Seller warrants that:

                                                           9
(a) it (or the representative member of its VAT Group) is registered for VAT; and

(b) it has used the Property for carrying out the business of letting it for consideration; and

(i) it (or a relevant associate for the purposes of paragraph 2 of Schedule 10 of the VAT Act) elected on
01.03.2001 to waive exemption from VAT in relation to the Property under paragraph 2 of Schedule 10 of the
VAT Act, and

(ii) the election took effect on 03.02.2001, and

(iii) the election was duly notified to HM Customs & Excise on 01.03.2001, and

(iv) HM Customs & Excise consented to that election taking effect on 19.03.2001, and

(v) the election has not been revoked

10.4 The Buyer warrants that it (or the representative member of its VAT group) is registered for VAT and
agrees that:

(a) before completion it (or a relevant associate for the purposes of paragraph 2 of Schedule 10 of the VAT Act)
will:

(i) make an election (ELECTION) to waive exemption from VAT in relation to the Property under paragraph 2
of Schedule 10 of the VAT Act to take effect no later than completion, and

(ii) duly notify HM Customs & Excise of the election, and

(iii) supply the Seller with a copy of the election and evidence of the receipt by HM Customs & Excise of the
election;

(b) it will not revoke the election (either before or after completion); and

(c) it will use the Property after completion for carrying out the business of letting it for a consideration.

10.5 The Buyer confirms that article 5(2B) of the Value Added Tax (Special Provisions) Order 1995 does not
apply to the Buyer.

10.6 On completion, or as soon as reasonably practicable after completion, the Seller will deliver to the Buyer
either:

(a) all records that are required to be kept for VAT purposes by section 49(1)(b) of the VAT Act and which
relate to the Property; or

                                                           10
(b) a written direction from HM Customs & Excise to the effect that such records may be retained by the Seller
and not delivered to the Buyer.

10.7 The Buyer will preserve any records delivered to it for the period of six years from the day of completion or
such longer period as may be required by law and will allow the Seller or its agents (at the Seller's cost) to
inspect and take copies of them at reasonable times on giving reasonable notice.

10.8 If HM Customs & Excise issue a decision to the effect that the transaction provided for by this contract
constitutes or includes a supply of goods and/or services for the purposes of the VAT Act, or if the Seller is
assessed to VAT in relation to the sale of the Property, the Buyer will immediately, on being notified by the Seller
of such decision or assessment, pay the Seller the VAT which is attributable to the sale.

10.9 The Buyer will on demand pay the Seller an amount equal to any interest, penalty or surcharge which is
imposed on the Seller (or the representative member of its VAT Group) by HM Customs & Excise, together
with any costs incurred by the Seller in connection with such interest, penalty or surcharge.

10.10 Each amount stated to be payable by the Buyer to the Seller under or pursuant to this contract is exclusive
of VAT (if any).

10.11 Where this contract requires the Buyer to repay or refund or reimburse the Seller for the costs of any
supplies made to the Seller, the Buyer will also indemnify the Seller against all liability to VAT in respect of that
supply, except to the extent that the Seller is able to recover the VAT.

10.12 Condition 1.4 does not apply to this contract.

11. COMPLETION

11.1 Completion will take place on the Completion Date.

11.2 Conditions 8.1.2 and 8.1.3 are varied by the deletion of 2.00 pm as the stipulated time and the substitution
of 1.00 pm.

11.3 Condition 8.4 is amended to add "(d) any other sum which the parties agree under the terms of the contract
should be paid or allowed on completion".

                                                          11
11.4 Condition 1.1.3(b) is amended to read: "in the case of the seller, even though a mortgage remains secured
on the property, if the amount to be paid on completion enables the property to be transferred freed of all
mortgages, (except those to which the sale is expressly subject) or if the seller produces reasonable evidence that
this is the case."

11.5 On, or as soon as reasonably practicable after completion, the Seller will deliver to the Buyer (or to any
other person as the Buyer has directed in writing to the Seller before completion):

(a) a rent authority letters addressed to each of the Occupational Tenants;

(b) all of the following, if any, which are in the Seller's possession or under its control (except any that are in the
possession of any Occupational Tenant):

(i) the health and safety file for the Property (including any copyright licences in favour of the Buyer);

(ii) manuals relating to the operation or maintenance of the building(s) and any plant, machinery or equipment at
the Property;

(iii) buildings or services plans for the Property;

(iv) Management Information.

(c) Any documents required under clause 13, clause 14, clause 15, clause 16 and clause 17.

11.6 On Completion the Buyer will grant to the Seller the Occupational Licence.

11.7 The Seller will procure provision of the Fit Out Works in accordance with the Fit Out Works Contract and
the Buyer hereby grants to the Seller licence to occupy such parts of the Property as necessary to enable the Fit
Out Works to be completed.

11.8 Within five working days of the issue of the certificate of practical completion pursuant to the Fit Out Works
Contract the Buyer will grant to the Seller and the Seller will accept the Leaseback pursuant to the terms of
Schedule 3 Part III.

12. APPORTIONMENT OF RENT DUE UNDER THE OCCUPATIONAL LEASES

12.1 In this clause the following definitions apply:

OCCUPATIONAL LEASE RENT: the annual rent first reserved by each of the Occupational Leases.

                                                           12
OCCUPATIONAL LEASE RENT PAYMENT DAY: a day under an Occupational Lease for payment of the
Occupational Lease Rent or an instalment of the Occupational Lease Rent.

12.2 The Occupational Lease Rent in respect of each Occupational Lease will be apportioned so that on
completion, the Seller will pay or allow to the Buyer:

AxB

                                                       365

where, in respect of each Occupational Lease:

A is the Occupational Lease Rent at the rate payable at the date of completion, and

B is the number of days from and including the day of completion to but excluding the next Occupational Lease
Rent Payment Date.

13. SERVICE CHARGE DUE UNDER THE OCCUPATIONAL LEASES

13.1 In this clause the following definitions apply:

SERVICE CHARGE: the amount payable by an Occupational Tenant in respect of the provisions of services by
the landlord pursuant to an Occupational Lease

SERVICE CHARGE PAYMENT DAY: a day for payment of the Service Charge pursuant to an Occupational
Lease

13.2 The Service Charge in respect of each Occupational Lease will be apportioned so that on completion the
Seller will pay or allow to the Buyer:

CxD

                                                       91

Where in respect of each Occupational Lease:

C is the Service Charge for the current quarter

                                                       13
D is the number of days from and including the day of completion but excluding the next Service Charge Payment
Day

13.3 The Seller shall be responsible for any reasonable and proper costs arising out of any query or dispute
raised by an Occupational Tenant relating to the Service Charge for the period prior to Completion.

13.4 The Buyer will hold any sums paid or allowed to it pursuant to this clause in accordance with the terms of
the Occupational Leases.

13.5 Conditions 8.3.7 and 8.3.8 do not apply to this contract.

14. ARREARS DUE UNDER THE OCCUPATIONAL LEASES

14.1 In this clause, ARREARS means all sums due from the Occupational Tenants to the Seller before
completion but which have not been received by the Seller as cleared funds at least five working days before
Completion.

14.2 The Buyer acknowledges that the Arrears should be paid to the Seller and to that end:

14.2.1 if an Occupational Tenant pays all or part of the Arrears to the Buyer following Completion the Buyer
shall forthwith pay the same to the Seller

14.2.2 the Buyer shall at the request and cost of the Seller take such action as may be reasonably necessary to
enable the Seller to recover the Arrears

15. MANAGEMENT

15.1 From the date of this contract until Completion, the Seller will manage the Property in accordance with its
normal management practice, and in particular, but without limitation, the Seller will:

(a) provide the services as required under the Occupational Leases;

(b) use reasonable endeavours to comply with all landlord covenants in the Occupational Leases;

(c) deal properly and promptly with:

(i) any applications for licences or consents made under any of the Occupational Leases

                                                        14
(ii) any applications or proceedings for lease renewal or termination under the 1954 Act in connection with any of
the Occupational Leases

(iii) any rent reviews or arbitration under any of the Occupational Leases; and

(iv) any other dispute, arbitration, application, claim or matter relating to the Property or its occupation; and

(d) consult with the Buyer and have regard to the Buyer's reasonable representations in connection with all
matters in this clause but the Seller will not be obliged to comply with any requirement where compliance may
result in the Seller either being materially prejudiced or incurring any liability under the Landlord and Tenant Act
1988.

15.2 As soon as reasonably practicable following the date of this contract, the Seller will give the Buyer
reasonable access to all the Management Information that is in the custody or control of the Seller or its agents
and, at the request and expense of the Buyer, will supply copies of all the Management Information to the Buyer,
to the extent not already supplied.

15.3 The Buyer will pay to the Seller on demand and keep the Seller indemnified against:

(a) all claims arising after the date of this contract, from any of the Occupational Leases or from any lease or
licence listed in Schedule 1,

                                                     Part 2; and

(b) all losses, costs and expenses incurred or suffered by or awarded against the Seller consequent on the Seller
acting in accordance with the Buyer's requirements under this clause.

15.4 Conditions 4.1, 4.2 and 4.3 do not apply to this contract.

16. SUPPLEMENTAL AGREEMENT

16.1 The Seller and the Buyer undertake each with the other to enter into the Supplemental Agreement prior to
Completion

17. RELEASE OF THE SELLER

17.1 The Buyer will promptly, on request, provide the Seller with any information and assistance that the Seller
may reasonably require in connection with any application that the Seller makes or may wish to make at any time,
(whether to

                                                          15
any Occupational Tenant or to a court) in accordance with section 8 of the 1995 Act.

17.2 The Buyer will for a period of 5 years following Completion:

(a) notify the Seller of any contract to sell and any transfer of the Property (or any part of it) to which the Buyer is
a party, within one week after the date of the contract or transfer; and

(b) obtain a covenant from its transferee with the Seller in the same terms as this clause.

18. FIXTURES FITTINGS FIT OUT AND OTHER WORKS

18.1 The Buyer acknowledges that it has received a copy of the Fit Out Works Contract and at the direction of
the Seller shall pay directly to the contractor all sums to which the contractor is entitled pursuant to the Fit Out
Works Contract and hereby agrees to release and indemnify the Seller within 30 days of demand from the Seller
against all liability for claims, demands, costs, charges, proceedings, actions (including legal expenses reasonably
and properly incurred) made against the Seller arising out of any failure on the part of the Buyer to make the
payments referred to in this sub clause

18.2 On Completion the Seller will leave the Seller's Assets in situ and will permit the Buyer and all persons
authorised by it access to and use of those numbered 4 and 5 in Schedule 2.

18.3 Following Completion the parties or their duly authorised agents shall meet to agree how the future use
maintenance repair and replacement of the Seller's Assets is to be regulated and shall conclude a formal
memorandum of such agreement (which may include a variation of the schedule of Seller's Assets) before the
expiration of six months

18.4 If and insofar as the parties fail to reach agreement pursuant to clause 18.3 the following provisions shall
apply:

18.4.1 The Buyer shall pay a fair and proper proportion of the cost of any necessary maintenance and repair to
the Seller's Assets

18.4.2 If at any time the Seller wishes to remove or relocate any of the Seller's Assets it shall give the Buyer
reasonable prior written notice to the intent that the Buyer may arrange for replacement equipment to be provided
if it so requires

                                                          16
18.4.3 If at any time the Buyer wishes to remove or relocate any of the Seller's Assets (whether with a view to
upgrading the equipment or reorganising the use of the Property) it shall give the Seller reasonable prior written
notice to the intent that the Seller may dispose of the equipment or agree to its relocation as the case may be

18.5 For the avoidance of doubt the parties acknowledge that all fixtures other than Tenants Plant and all fittings
and equipment other than Seller's Assets and items within those parts of the Property subject to the Occupational
Leases or the Occupational Licence shall on Completion become the property of the Buyer

18.6 The parties acknowledge that the Buyer is under no obligation to undertake the Buyer's Capital Works and
the Buyer shall have absolute discretion with regard to if and the time at which the Buyer's Capital Works are
undertaken

18.7 If the Buyer undertakes the Buyer's Capital Works the provisions of Schedule 3 Part II shall apply

18.8 If at any time after the expiration of three years from Completion but prior to the completion of the Buyer's
Capital Works the Seller suffers any interruption or interference of any kind to its business undertaken in those
parts of the Property occupied pursuant to the Occupational Licence or the Leaseback which arises directly or
indirectly from the condition disrepair or failure of those elements of the building on the Property which are the
subject of the Buyer's Capital Works the Buyer hereby agrees to and does indemnify the Seller in respect of all
losses (including consequential and economic losses) costs claims and expenses arising therefrom.

18.9 The Buyer acknowledges that it is intended that the obligations on its part contained in clause 18.8 shall bind
its successors in title and the owners for the time being of the Property and the transfer shall contain such
provisions and a covenant by the Buyer with the Seller that it will not prior to completion of the Buyer's Capital
Works transfer or charge the Property in whole or in part without procuring from such transferee (or chargee) an
indemnity in favour of the Seller to the same effect as clause 18.8 and the transfer shall contain a request to the
Chief Land Registrar to enter a restriction in Form L on the register for title to the Property

18.10 Notwithstanding clause 18.9, one seller undertakes to give a certificate referred to in Resonchen form 'L' in
respect of the charge dated by the Buyer with & month of due date hereof without requiring the indemnity in the
terms of clause 18.8 from such chargee.

19. BUYER'S ACKNOWLEDGEMENT OF CONDITION

The Buyer acknowledges that before the date of this contract, the Seller has given the Buyer and others
authorised by the Buyer, permission and the opportunity to inspect, survey and carry out investigations as to the
condition

                                                         17
of the Property. The Buyer has formed its own view as to the condition of the Property and the suitability of the
Property for the Buyer's purposes.

20. VARIATION TO CONDITION 9.1.1

Condition 9.1.1 is varied to read, "If any plan or statement in the contract or in written replies which the seller has
given to any written enquiry raised by the buyer before the date of this contract, is or was misleading or
inaccurate due to an error or omission the remedies available are as follows."

21. JOINT AND SEVERAL LIABILITY

Where the Buyer is more than one person, the Seller may release or compromise the liability of any of those
persons under this contract or grant time or other indulgence without affecting the liability of any other of them.

22. NOTICES

22.1 Any notice given under this contract must be in writing and signed by or on behalf of the party giving it.

22.2 Any notice or document to be given or delivered must be given by delivering it personally or sending it by
pre-paid first class post, or recorded delivery, or fax to the address and for the attention of the relevant party as
follows:

(a) to the Seller at:

                        Castlegate Business Park, Portskewett, Monmouthshire, NP26 5YR

Fax No: 0870 909 404

marked for the attention of: Chris Crane, Senior Legal Counsel, EMEA

or at the Seller's Conveyancer, quoting the reference DCK/409659-28;

(b) to the Buyer at:

                                 The Manor Boddington Cheltenham GL51 0TJ

                                              Fax No: 01242 680701

                                     marked for the attention of: Mr C J Haslam

or at the Buyer's Conveyancer, quoting the reference Anne Balchin.

                                                          18
22.3 Giving or delivering a notice or a document to a party's conveyancer has the same effect as giving it to that
party.

22.4 Any such notice or document will be deemed to have been received:

(a) if delivered personally, at the time of delivery provided that if delivery occurs before 9.00 am on a working
day, the notice will be deemed to have been received at 9.00 am on that day, and if delivery occurs after 5.00
pm on a working day, or on a day which is not a working day, the notice will be deemed to have been received
at 9.00 am on the next working day.

(b) in the case of pre-paid first class or recorded delivery post at 9.00 am on the second working day after
posting; and

(c) in the case of fax, at the time of transmission.

22.5 In proving delivery, it will be sufficient to prove that delivery was made or that the envelope containing the
notice or document was properly addressed and posted as a prepaid first class or recorded delivery letter or that
the fax message was properly addressed and transmitted, as the case may be.

22.6 A notice or document delivered under this contract will not be validly given or delivered if sent by e-mail.

22.7 Condition 1.3 does not apply to this contract.

23. RIGHTS OF THIRD PARTIES

It is not intended that a person who is not a party to this contract will have any rights under or in connection with
it by virtue of the Contracts (Rights of Third Parties) Act 1999.

24. GOVERNING LAW AND JURISDICTION

24.1 This contract will be governed by and construed in accordance with the law of England and Wales.

24.2 Each party irrevocably agrees to submit to the exclusive jurisdiction of the courts of England and Wales
over any claim or matter arising under or in connection with this contract or the legal relationships established by
this contract.

24.3 Each party irrevocably consents to any process in any legal action or proceedings arising out of or in
connection with this contract being served on

                                                         19
it in accordance with the provisions of this contract relating to service of notices. Nothing contained in this
contract shall affect the right to serve process in any other manner permitted by law.

This contract has been entered into on the date stated at the beginning of it.

                                                          20
                           SCHEDULE 1 OCCUPATIONAL LEASES

                                 PART 1. OCCUPATIONAL LEASES

                                                                                        ORIGINAL   WILL C
DATE         DESCRIPTION                            PARTIES                             OR COPY    ON COM
----         -----------                            -------                             --------   ------
02.02.01     Lease                                  (1) The Seller                                 Yes
                                                    (2) Mitel Semiconductor Limited

03.08.05     Agreement for Surrender of Part        (1) The Seller                                 Yes
             and Variation of Lease and for Lease   (2) Zarlink Semiconductor Limited

[________]   Deed of Variation                      (1) The Seller                                 Yes
                                                    (2) Zarlink Semiconductor Limited

14.09.01     Lease                                  (1) The Seller                                 Yes
                                                    (2) Breconridge Manufacturing
                                                        Solutions Limited

27.05.05     Deed of Surrender                      (1) The Seller                                 Yes
                                                    (2) Breconridge Manufacturing
                                                        Solutions Limited




                                               21
       PART 2. INTERESTS DERIVING OUT OF OCCUPATIONAL LEASE[S]

                                                                 ORIGINAL   WILL O
DATE   DESCRIPTION                    PARTIES                    OR COPY    ON COM
----   -----------                    -------                    --------   ------
None




                                 22
                                     SCHEDULE 2

                                   SELLER'S ASSETS

No.   Description                                        Location
---   -----------                                        --------
 1.   Computer Room UPS, controls, switchgear and        Computer Room
      interconnecting cabling

2.    Computer Room A/C inc standby system               Computer Room & Plant Room

3.    Support Centre UPS, controls, switchgear and       Switchroom
      interconnecting cabling

4.    IET Tower Card Access System, controls, readers,   Distributed
      locks, interconnecting cabling and card printer

5.    March Networks DVR equipment inc all internal      Security
      static cameras

6.    All IT equipment, servers and software with the    Distributed
      exclusion of 1 x Autocad R2000 and 1 x Planet G5
      maintenance software

7.    All voice and data equipment including patch       Distributed
      panels and racks

8.    All furniture, seating and storage with the        Distributed
      exclusion of that contained within the
      Restaurant, Reception, Facilities
      Office, Workshop and Facilities Stores

9.    All audio visual equipment                         Customer Suite

10.   Photocopiers and reprographics equipment           Distributed
      excluding Xerox 2520 plan copier

11.   Husky Chilled Food Machine                         Coffee Shop

12.   Rowlett Multi Slice Toaster                        Coffee Shop

13.   Sanyo Microwave                                    Coffee Shop




                                         23
14.   Soup Pot                                      Coffee Shop

15.   Mondo 2 Coffee Perculator                     Coffee Shop

16.   Instanta Hot Water Boiler                     Coffee Shop

17.   Lincat Hot Plate                              Coffee Shop

18.   Klix Drinks Vending Machines                  Distributed

19.   Arco Coffee Machines                          Coffee Shop/Restaurant

20.   Chilled Water Drinks Machines                 Distributed

21.   Crane Chilled Confectionery Vending Machine   X-Roads corridor

22.   Flavia Drinks machines                        Reception/Customer Suite

23.   Hot Water Carpet Cleaner                      Cleaners Store




                                       24
  SCHEDULE 3 BUYER'S CAPITAL WORKS GRANT OF LEASEBACK AND OTHER TERMS

                                                 DEFINITIONS

In this Schedule 4 unless the context otherwise requires the following expressions shall have the following
meanings:

1 "Building" means the building at Castlegate Business Park

2 "Building Management Systems" means Landis & Gyr Visionik building management system comprising of
central computer graphics, workstation trend plotter remote terminals substations controllers switching and
measurement devices valves and actuators associated with the operation of the system currently installed at the
Building for the benefit of the Building

3. "Chillers" means 2 off York R22 reciprocating refrigerant chillers, 2 off York R22 reciprocating refrigerant
heat recovery chillers currently installed on the Property for the benefit of the Building

4. "Net Internal Area" means the net internal area of the Premises measured in accordance with the Fifth Edition
of the Code of Measuring Practice published on behalf of the Royal Institution of Chartered Surveyors and the
Incorporated Society of Valuers and Auctioneers

5. "Premises" means the part or parts of the Building to be demised by the Leaseback

6. "Roof means the roof membrane ballast roof gutters mansard seals and all other items forming part of or having
an effect on the integrity of the flat roof covering of the Building

                                                        25
                                            PART I
                            DESCRIPTION OF BUYER'S CAPITAL WORKS

1. The replacement of the Roof at the Building

2. The replacement of the Chillers

3. The replacement of the Building Management Systems

                                         PART II
                      PROVISIONS RELATING TO BUYER'S CAPITAL WORKS

1. The Buyer shall in procuring any of the Buyer's Capital Works and in line with the principles of good estate
management obtain industry standard warranties with contractors manufacturers and suppliers backed by
appropriate insurance provided the same are available on commercially reasonable terms

2. In respect of the plant machinery and mechanical and electrical services forming part of the Buyer's Capital
Works the Buyer shall at its own cost remedy any defect arising during the period of twelve (12) months from the
date on which the particular item or system of plant machinery or mechanical or electrical services in question is
fully commissioned and tested and certified as such and is otherwise operational and available for its intended use
(whichever shall be later) and

3. In respect of other elements the Buyer shall at its own cost remedy any defect arising during the period of
twelve (12) months from the date it is certified as practically complete pursuant to the terms of any building
contract in respect of the Buyer's Capital Works

                                          PART III
                            GRANT OF LEASEBACK AND OTHER TERMS

1. MEASUREMENT

1.1 As soon as reasonably practicable during the Fit Out Works Contract the Buyer and the Seller shall seek to
agree the Net Internal Area of the Premises

                                                        26
1.2 If the Buyer and the Seller are unable to agree the Net Internal Area of the Premises the dispute shall be
resolved in accordance with paragraph 3 of this part of this Schedule

1.3 The annual rent firstly reserved in the Leaseback shall be such sum as is calculated by multiplying the square
footage of the Net Internal Area of the Premises (as agreed or determined) by L9.00

2. GRANT OF LEASE

Within five (5) Working Days following the issue of the certificate of practical completion pursuant to the Fit Out
Works Contract the Buyer shall grant and the Seller shall accept and execute a counterpart of the Leaseback and
deliver the same to the Buyer in exchange for the original

3. DISPUTES

3.1 Any dispute or question arising between the parties under the provisions of this part of this Schedule shall be
referred to the decision of a person agreed by the parties to act as an expert

3.2 Failing agreement within ten (10) working days after either party has given to the other written request
requiring the appointment of the person to act as an expert the person may be appointed on the request of either
party by the President or acting President for the time being of the Royal Institution of Chartered Surveyors

3.3 The person appointed shall act as an expert and shall be directed to determine the Net Internal Area of the
Premises and the fee for so doing shall be borne equally by the Seller and the Buyer

          Executed as a deed by MITEL
          NETWORKS LIMITED acting                         ----------------------------------------
          by a Director and Secretary                     Director


                                                          ----------------------------------------
                                                          Director Secretary




                                                        27
The COMMON SEAL of ROBERT            /s/ Illegible
HITCHINS LIMITED was                 ----------------------------------------
hereunto affixed in the presence     Director
of:


                                     /s/ Illegible
                                     ----------------------------------------
                                     Director




                                   (SEAL)

                                    28
TRANSFER OF WHOLE LAND REGISTRY TR1
OF REGISTERED TITLE(S)


1. Stamp Duty


[ ] It is certified that this [ ] in the Schedule to the Stamp Duty instrument falls within category

(Exempt Instruments) Regulations 1987

[ ] It is certified that the transaction effected does not form part of a larger transaction or of a series of
transactions in respect of which the amount or value or the aggregate amount or value of the consideration
exceeds the sum of (British Pound)_______________

[ ] It is certified that this is an instrument on which stamp duty is not chargeable by virtue of the provisions of
section 92 of the Finance Act 2001

2. Title Number(s) of the Property

                                                      CYM62633

3. Property

Castlegate Business Park (formerly known as Mitel Business Park) Portskewett
Caldicot
Monmouthshire

4. Date

5. Transferor

                         MITEL NETWORKS LIMITED (Company No: 01399629)

6. Transferee FOR ENTRY ON THE REGISTER

                          ROBERT HITCHINS LIMITED (Company No: 686734)

7. Transferee's intended ADDRESS(ES) FOR SERVICE (INCLUDING POSTCODE) FOR ENTRY ON
THE REGISTER

               Rowan House   The Manor
               Barnett Way   Boddington
               Barnwood      CHELTENHAM
               GLOUCESTER    GL51 0TJ
               GL4 3RT
          --------------------------------------------------------------------------------




8. THE TRANSFEROR TRANSFERS THE PROPERTY TO THE TRANSFEREE
9. Consideration

[X] The Transferor has received from the Transferee for the Property the sum specified in the Contract dated the
_________ day of __________ 2005 and made between the Transferor and the Transferee

[]

[ ] The transfer is not for money or anything which has a monetary value
10. The Transferor transfers with

[X] full title guarantee [ ] limited title guarantee
11. Declaration of trust

[ ] The Transferees are to hold the Property on trust for themselves as joint tenants

[ ] The Transferees are to hold the Property on trust for themselves as tenants in common in equal shares

[ ] The Transferees are to hold the Property

12. Additional provisions

DEFINITIONS

           "the Buyer's Capital Works"            The works described in part 1 of schedule 3 of the
                                                  Contract

           "the Occupational Leases"              The Occupational Leases to which the Property is
                                                  subject as more particularly defined in the
                                                  Contract

           "the Contract"                         The contract dated the ____ day of __________ 2005
                                                  and made between the Transferor (1) and the
                                                  Transferee (2)




The Transferee hereby covenants with the Transferor that prior to the completion of the Buyer's Capital Works it
will not transfer or charge the Property in whole or in part without procuring that the Transferee and/or chargee
enters into a Deed of Indemnity in favour of the Transferor to the same effect as clause 18.8 of the Contract and
the Transferee hereby requests the Chief Land Registrar to enter a restriction on the register of title to the
Property as follows:

"No transfer or Charge of the registered estate by the Proprietor of the registered estate or by the Proprietor of
any registered charge is to be registered without a certificate signed on behalf of Mitel Networks Limited by its
secretary or conveyancer that the provisions of clause 18.9 of the Contract have been complied with"

The Transferee covenants with the Transferor that the Transferee will from the date of this Transfer until the date
when the Transferee is released from the landlord's covenants contained in the Occupational Leases observe and
perform the landlord's covenants in the Occupational Leases and keep the Transferor indemnified against all
proceedings, costs, claims and expenses arising because of any failure to do so


13. Execution

THE COMMON SEAL of
MITEL NETWORKS LIMITED
was hereunto affixed in the presence of:


                                                        Director


                                                       Secretary
THE COMMON SEAL of
ROBERT HITCHINS LIMITED
was hereunto affixed in the presence of:



                                                Director

                                                   ----------------------------------------
                                                   Secretary

          Oyez 7 Spa Road, London SE16 3QQ          LR TR1          2003 Edition    9.2003
               (C) Crown copyright (LR/SC/11)                                      LRTR1/2
                                                                                   5061088
(FLOOR PLAN)
          "the Sale Contract"                 The contract for the sale and purchase of the
                                              Premises of 24 August 2005 and made between Mitel
                                              (1) and RHL (2)




2. In consideration of the payment of the Licence Fee RHL hereby grants to Mitel Licence and Permission to
occupy the Licensed Area from the date hereof and further grants to Mitel Licence and Permission to occupy the
Further Licensed Area from the date that Breconridge Manufacturing Solutions Limited surrenders its lease of the
Further Licensed Area

3. RHL also grants to Mitel Licence and Permission for Mitel its employees agents and visitors to use the car
park and other facilities comprised within the Premises as described and on the terms set out in clause 3 of the
Leaseback

4. RHL also grants to Mitel Licence and Permission, together with all others so entitled or authorised by RHL, to
have use without charge of the Customer Facility from the date hereof to the earlier of the date on which this
Licence terminates and the date upon which RHL grants a lease of the Customer Facility to a third party, subject
always to there first being a booking with RHL for every occasion of use.

5. Mitel shall pay the Licence Fee in advance on the usual quarter days by equal quarterly instalments a
proportionate part being paid on the signing hereof

6. This Licence is personal to Mitel and Mitel shall not purport to assign or underlet the Licensed Area or the
Further Licensed Area nor share the occupation thereof with any other party

7. To facilitate its move into the Licensed Area Mitel may also occupy the area edged red on the Plan until the
16th September 2005 free of charge

8. The parties shall observe the covenants and conditions contained in the clauses of the Leaseback listed in the
Schedule hereto in respect of the Licensed Area throughout the period of this Licence and in respect of the
Further Licensed

                                                         2
Area from the date of surrender of the existing lease SAVE THAT the financial obligations the subject of clauses
8 9 and 10 shall be calculated throughout the period of this Licence on the assumption that the area occupied by
Mitel totals 30,000 square feet

9. This Licence shall terminate 28 days after the commencement of the Leaseback and RHL shall refund to Mitel
a proportionate part of the Licence Fee in respect of the remainder of the quarter unexpired

AS WITNESS the hands of the parties hereto or their duly authorised agents the day and year first before written

                                                 SCHEDULE

5. Third Party Rights

8. Service Charge

9. Insurance

10. Rates and Taxes

11. Utilities

12. Common Items

13. VAT

28. Use

29. Management of the Building

30. Compliance with Laws

33. Indemnity

Signed by


duly authorised agent of
ROBERT HITCHINS LIMITED
and on its behalf

                                                       3
Signed by


duly authorised agent of
MITEL NETWORKS LIMITED
and on its behalf

                           4
              DATED __________ 2005



                     LEASE

                     relating to

PREMISES AT CASTLEGATE BUSINESS PARK, CALDICOT,
          CHEPSTOW, MONMOUTHSHIRE

                     between

           ROBERT HITCHINS LIMITED

                        and

           MITEL NETWORKS LIMITED

                   Morgan Cole
                   Bradley Court
                    Park Place
                      Cardiff
                    CF10 3DP

                Ref: DCK/409659-28
CONTENTS

     CLAUSE                                                                      Page
     ------                                                                      ----
      1.   Interpretation.....................................................      1
      2.   Grant..............................................................      6
      3.   Ancillary rights...................................................      6
      4.   Rights excepted and reserved.......................................      9
      5.   Third Party Rights.................................................     10
      6.   The Annual Rent....................................................     11
      7.   Review of the Annual Rent..........................................     11
      8.   Services and Service Charge........................................     14
      9.   Insurance..........................................................     18
     10.   Rates and taxes....................................................     20
     11.   Utilities..........................................................     21
     12.   Common items.......................................................     21
     13.   VAT................................................................     21
     14.   Default interest and interest......................................     22
     15.   Costs..............................................................     22
     16.   Registration of this lease.........................................     22
     17.   Assignments........................................................     23
     18.   Underlettings......................................................     24
     19    Sharing occupation.................................................     25
     20.   Charging...........................................................     25
     21.   Prohibition of other dealings......................................     26
     22.   Registration and notification of dealings and occupation...........     26
     23.   Closure of the registered title of this lease......................     27
     24.   Repairs............................................................     27
     25.   Decoration.........................................................     27
     26.   Alterations and signs..............................................     28
     27.   Returning the Property to the Landlord.............................     28
     28.   Use................................................................     29
     29.   Management of the Building.........................................     29
     30.   Parking and Loading................................................     30
     31.   Compliance with laws...............................................     30
     32.   Encroachments, obstructions and acquisition of rights..............     31
     33.   Remedy breaches....................................................     32
     34.   Indemnity..........................................................     32
     35.   Reletting and Sale of Reversion....................................     32
     36.   Landlord's Covenant for Quiet Enjoyment............................     33
     37.   Condition for Re-entry.............................................     33
     38.   Liability..........................................................     34
     39.   Option to Terminate................................................     35
     40.   Notices, consents and approvals....................................     35
     41.   Governing law and jurisdiction.....................................     36
42.   Disputes with Adjoining Owners and Occupiers.......................   36
43.   Compensation on Vacating ..........................................   36
44.   Rights and Easements...............................................   36
45.   Warranties and Representations.....................................   36
46.   Contracts (Rights of Third Parties) Act 1999.......................   37
47.   Landlord and Tenant (Covenants) Act 1995)..........................   37
(FLOOR PLAN)
(LOCATION MAP)
This lease is dated

HM LAND REGISTRY

TITLE NUMBER: CYM62633

ADMINISTRATIVE AREA: MONMOUTHSHIRE

PARTIES

(1) ROBERT HITCHINS LIMITED, incorporated and registered in England and Wales with company number
686734 whose registered office is at Rowan House, Barrett Way, Barnwood, Gloucester, GL4 3RT
(LANDLORD).

(2) MITEL NETWORKS LIMITED, incorporated and registered in England and Wales with company number
01309629 whose registered office is at Mitel Networks Limited, Portskewett, Monmouthshire, NP26 5YR
(TENANT).

AGREED TERMS

l. INTERPRETATION

1.1 The definitions and rules of interpretation set out in this clause apply to this lease.

ANNUAL RENT: rent at an initial rate of L[_______] per annum and then as revised pursuant to this lease.

BUILDING: the Building shown edged blue on Plan 2.

COMMON PARTS: the areas made available or provided from time to time by the Landlord within the Estate
(excluding Lettable Units) for use in common by the owners and occupiers thereof and all persons expressly or
by implication authorised by them including (but without limitation) all pedestrian ways, roadways, landscaped
areas, entrance halls, landings, staircases, passages, toilet facilities, refuse areas and car parking areas.

CONTRACTUAL TERM: a term of years beginning on, and including the date of this lease and ending on, and
including [SPECIFY DATE] [15 years].

DEFAULT INTEREST RATE: four percentage points above the Interest Rate.

ESTATE: the land and buildings comprised within title number CYM62633

INSURANCE RENT: the aggregate in each year of:

(a) a fair proportion of the gross cost of the premium before any discount or commission for:

(i) the insurance of the Estate, for its full reinstatement cost (taking inflation of building costs into account) against
loss

                                                            1
or damage by or in consequence of the Insured Risks, including costs of demolition, site clearance, site protection
and shoring-up, professionals' and statutory fees and incidental expenses, the cost of any work which may be
required under any law and VAT in respect of all those costs, fees and expenses; and

(ii) public liability insurance in relation to the Common Parts;

(b) the gross cost of the premium before any discount or commission for insurance for loss of Annual Rent from
the Property for three years; and

(c) any insurance premium tax payable on the above.

INSURED RISKS: means fire, explosion, lightning, earthquake, storm, flood, bursting and overflowing of water
tanks, apparatus or pipes, impact by aircraft and articles dropped from them, impact by vehicles, riot, civil
commotion and any other risks against which the Landlord reasonably decides to insure against from time to time.

INTEREST RATE: interest at the base lending rate from time to time of Barclays Bank plc, or if that base lending
rate stops being used or published then at a comparable commercial rate reasonably determined by the Landlord.

LANDLORD'S SURVEYOR: any person or firm appointed by or acting for the Landlord (including an
employee of the Landlord or a company that is a member of the same group (within the meaning of section 42 of
the Landlord and Tenant Act 1954 and also including a person or firm appointed by the Landlord to collect rent)
to perform any of the functions of the surveyor under this Lease (save for clause 7) and provided that such
person is an associate or fellow of the Royal Institution of Chartered Surveyors

LETTABLE UNIT: part of the Building other than the Property, that is capable of being let and occupied on
terms similar to those of this lease.

PERMITTED USE: offices within Use Class B1 of the Town and Country Planning (Use Classes) Order 1987
as at the date this lease is granted.

PLAN 1: the plan attached to this lease marked "Plan 1".

PLAN 2: the plan attached to this lease marked "Plan 2".

PROPERTY: part of the Building (the floor plan of which is shown edged red on Plan 1) bounded by and
including:

(a) the floor screed and any cavities below raised floors

(b) the ceiling finishes including any suspended ceilings and light fittings but the upper limit of that part of the
Building shall not extend to anything above the ceiling finishes other than the cavity above any suspended ceiling
(which shall be included)

(c) the interior plaster finishes of exterior walls and columns;

                                                            2
(d) the plaster finishes of the interior load-bearing walls and columns that adjoin another Lettable Unit or the
Common Parts;

(e) the doors and windows and their frames and fittings within the interior,

(f) one half of the thickness of the interior, non-load-bearing walls and columns that adjoin another Lettable Unit
or the Common Parts;

(g) the entirety of any non-structural or non-loadbearing walls and columns wholly within that part of the Building

(h) any additions and improvements at that part of the Building

(i) all Service Media exclusively serving that part of the Building

(j) all the Landlord's fixtures and fittings of every kind which shall from time to time be in or upon that part of the
Building (whether originally affixed or fastened to or upon that part of the Building or otherwise)

but excluding:

(a) the windows in the exterior walls and their frames and fittings;

(b) the whole of the interior load-bearing walls and columns within that part of the Building other than their plaster
finishes and

(c) all Service Media within that part of the Building but which do not exclusively serve that part of the Building

                           RENT COMMENCEMENT DATE: [SPECIFY DATE].

RENT PAYMENT DATES: 25 March, 24 June, 29 September and 25 December.

REVIEW DATE: [SPECIFY FIRST REVIEW DATE] and every fifth anniversary of that date.

SERVICE CHARGE: a fair proportion of the Service Cost but having regard to the provisions of clause 8.14

SERVICE CHARGE YEAR: is the annual accounting period relating to the Services and the Service Costs
beginning on 31st March in 2005 and each subsequent year during the term.

SERVICE COSTS: the costs listed in clause 8.2

SERVICE MEDIA: those parts of the Building and the Estate comprising common water supply waste and soil
pipes underground drains sewers gutters downpipes gas and other fuel pipes ducts conduits flues
telecommunication wires louvers and cowls sprinkler and automatic fire detection systems electrical distribution
services up to but not including the incoming switch on the distribution board standby power systems compressed
air vacuum and chilled water services up to the service connection points on the Tenant's fixtures and equipment
and all other common conducting media plant and

                                                           3
apparatus for the provision supply control and monitoring of Services to or from the Estate and other common
equipment.

SERVICES: the services listed in clause 8.1 and Schedule 2

TENANTS PLANT : the plant identified and listed in Schedule 1 and any additional plant and machinery installed
by the Tenant

THIRD PARTY RIGHTS: all rights, covenants and restrictions affecting the Estate including the matters referred
to at the date of this lease in entries 3 to 6 of the charges register of title number CYM62633.

VAT: value added tax chargeable under the Value Added Tax Act 1994 or any similar replacement or additional
tax.

1954 ACT: Landlord and Tenant Act 1954.

1.2 A reference to this LEASE, except a reference to the date of this lease or to the grant of this lease, is a
reference to this deed and any deed, licence, consent, approval or other instrument supplemental to it.

1.3 A reference to the LANDLORD includes a reference to the person entitled to the immediate reversion to this
lease. A reference to the TENANT includes a reference to its successors in title and assigns. A reference to a
GUARANTOR is a reference to any guarantor of the tenant covenants of this lease including a guarantor who
has entered into an authorised guarantee agreement.

1.4 In relation to any payment, a reference to a FAIR PROPORTION is to a fair proportion of the total amount
payable, determined conclusively (except as to questions of law) by the Landlord.

1.5 The expressions LANDLORD COVENANT and TENANT COVENANT each has the meaning given to it
by the Landlord and Tenant (Covenants) Act 1995.

1.6 Unless the context otherwise requires, references to the BUILDING, the COMMON PARTS, a
LETTABLE UNIT and the PROPERTY are to the whole and any part of them or it.

1.7 The expression NEIGHBOURING PROPERTY does not include the Building.

1.8 A reference to the TERM is to the Contractual Term.

1.9 A reference to the END OF THE TERM is to the end of the term however it ends.

                                                          4
1.10 References to the PERPETUITY PERIOD are to the period of 80 years from the commencement of the
term and that period is the perpetuity period for the purposes of section 1 of the Perpetuities and Accumulations
Act 1964.

1.11 References to the CONSENT of the Landlord are to the consent of the Landlord given in accordance with
clause 40.4 and references to the APPROVAL of the Landlord are to the approval of the Landlord given in
accordance with clause 40.5.

1.12 A WORKING DAY is any day which is not a Saturday, a Sunday, a bank holiday or a public holiday in
Wales.

1.13 Unless otherwise specified, a reference to a particular law is a reference to it as it is in force for the time
being, taking account of any amendment, extension, application or re-enactment and includes any subordinate
laws for the time being in force made under it and all orders, notices, codes of practice and guidance made under
it.

1.14 A reference to laws in general is to all local, national and directly applicable supra-national laws in force for
the time being, taking account of any amendment, extension, application or re-enactment and includes any
subordinate laws for the time being in force made under them and all orders, notices, codes of practice and
guidance made under them.

1.15 Any obligation in this lease on the Tenant not to do something includes an obligation not to agree to or suffer
that thing to be done and an obligation to use best endeavours to prevent that thing being done by another
person.

1.16 Unless the context otherwise requires, where the words INCLUDE(S) or INCLUDING are used in this
lease, they are deemed to have the words "without limitation" following them.

1.17 A PERSON includes a corporate or unincorporated body.

1.18 References to WRITING or WRITTEN do not include faxes or email.

1.19 Except where a contrary intention appears, a reference to a clause or Schedule, is a reference to a clause
of, or Schedule to, this lease and a reference in a Schedule to a paragraph is to a paragraph of that Schedule.

1.20 Clause, Schedule and paragraph headings do not affect the interpretation of this lease.

                                                          5
1.21 "Building Management Systems" means Landis & Gyr Visionik building management system comprising of
central computer, graphics workstation, trend plotter, remote terminals, sub-stations, controllers, switching and
measurement devices, vales and actuators associated with the operation of the system currently installed on the
Estate for the benefit of the Building and such other equipment provided by the Landlord to replace any of them

1.22 "Chillers" means 2 off York R22 reciprocating refrigerant chillers. 2 off York R22 reciprocating refrigerant
heat recovery chillers currently installed on the Estate for the benefit of the Building and such other equipment
provided by the Landlord to replace any of them

1.23 "Roof means the roof membrane, ballast, roof gutters, mansard, seals and all other items having an effect on
the integrity of the flat roof covering of the Building

2. GRANT

2.1 The Landlord lets with full title guarantee the Property to the Tenant for the Contractual Term.

2.2 The grant is made together with the ancillary rights set out in clause 3, excepting and reserving to the
Landlord the rights set out in clause 4, and subject to the Third Party Rights.

2.3 The grant is made with the Tenant paying the following as rent to the Landlord without deduction
counterclaim or set off

(a) the Annual Rent and all VAT in respect of it;

(b) the Service Charge and all VAT in respect of it;

(c) the Insurance Rent;

(d) all interest payable under this lease

3. ANCILLARY RIGHTS

3.1 The Landlord grants the Tenant the following rights (the RIGHTS):

(a) the right to support and protection from the Common Parts to the extent that the Common Parts provide
support and protection to the Property to the date of this Lease;

(b) the right to use the roadways, footpaths, entrance halls and corridors which form part of the Common Parts
for (as appropriate) vehicular and pedestrian access to and egress from the Property PROVIDED

                                                          6
THAT the Landlord shall at all times procure that access to the Property is reasonably convenient;

(c) the right to part 20 private cars or motorbikes belonging to the Tenant, its employees and visitors on that part
of the Estate shown coloured blue on Plan 2 and the right to park private cars or motorbikes belonging to the
Tenant its employees and visitors on a first come first served basis within the parking area which forms part of the
Common Parts Provided That the Landlord shall at all times throughout the Contractual Term provide not less
than 500 parking spaces (excluding those in the area shown coloured blue on Plan 2) within the Estate;

(d) the right to use the refuse areas and loading/unloading areas which form part of the Common Parts for their
proper purpose;

(e) the right to keep the Tenant's Plant and any replacement in such location or locations on the Estate as such
items are as at the date hereof;

(f) the right to access the Tenant's Plant for the purposes of cleaning repairing maintaining and replacing the same;

(g) subject to clause 3.7, the right to use the interior areas of the Building which form part of the Common Parts
for their proper purpose as designated from time to time by the Landlord;

(h) subject to Landlord's consent not to unreasonably be withheld or delayed the right to use and to connect into
any Service Media at the Building that belong to the Landlord and serve (but do not form part of) the Property
which are in existence at the date of this lease or are installed during the perpetuity period;

(i) the right to attach any item to the Common Parts adjoining the Property so far as is reasonably necessary to
carry out any works to the Property required or permitted by this lease;

(j) the right to display the name and logo of the Tenant (and any authorised undertenant) on a sign or noticeboard
provided by the Landlord at the entrance to the Estate and at the entrance to the Property, such display to be in a
form and manner approved by the Landlord (such approval not to be unreasonably withheld or delayed) and
subject to the consent of the local planning authority being obtained if such consent is required;

(k) the right to retain a telecommunications mast and any replacement thereof in the approximate position shown
marked X on Plan 2 together with the right for the Tenant and its contractors to access the same for the purposes
of maintenance repair and replacement of the same;

                                                          7
(l) the right to maintain a 3 metre x 3 metre storage area at point "Y" on Plan 2 or such other area designated
from time to time by the Landlord, for the purposes of storing electronic waste;

(m) the right to enter the Common Parts or any other Lettable Unit so far as is reasonably necessary to carry out
any works to the Property required or permitted by this Lease

3.2 The Rights are granted in common with the Landlord and any other person authorised by the Landlord.

3.3 The Rights are granted subject to the Third Party Rights insofar as the Third Party Rights affect the Common
Parts and the Tenant shall not do anything that may interfere with any Third Party Right.

3.4 The Tenant shall exercise the Rights (other than the Right mentioned in clause 3.1(a)) only in connection with
its use of the Property for the Permitted Use and in accordance with any regulations made by the Landlord as
mentioned in clause 29.1.

3.5 The Tenant shall comply with all laws relating to its use of the Common Parts pursuant to the Rights.

3.6 In relation to the Rights mentioned in clause 3.1(b) to clause 3.1(f) and 3.1(k) to clause 3.1(l), the Landlord
may, at its reasonable discretion, change the route of any means of access to or egress from the Property and
may change the area over which any of those Rights are exercised.

3.7 For the avoidance of doubt, the conference facilities and meeting rooms within the Building may only be used
via a separate hire agreement with the Landlord

3.8 In relation to the Rights mentioned in clause 3.1(h) the Landlord may, at its reasonable discretion, re-route or
replace any such Service Media and that Right shall then apply in relation to the Service Media as re-routed or
replaced.

3.9 In exercising the Right mentioned in clause 3.1(m), the Tenant shall:

(a) except in case of emergency, give reasonable notice to the Landlord and any occupiers of the relevant
Lettable Unit(s) of its intention to exercise that Right;

(b) where reasonably required by the Landlord or the occupier of the relevant Lettable Unit(s), exercise that
Right only if accompanied by

                                                         8
a representative of the Landlord and/or the tenant and/or the occupier of the relevant Lettable Unit(s);

(c) cause as little damage as possible to the Common Parts and the other Lettable Units and to any property
belonging to or used by the Landlord or the tenants or occupiers of the other Lettable Units;

(d) cause as little inconvenience as possible to the Landlord and the tenants and occupiers of the other Lettable
Units as is reasonably practicable; and

(e) promptly make good (to the satisfaction of the Landlord) any damage caused to the Common Parts (or to any
property belonging to or used by the Landlord) by reason of the Tenant exercising that Right

4. RIGHTS EXCEPTED AND RESERVED

4.1 The following rights are excepted and reserved from this lease to the Landlord (the RESERVATIONS):

(a) rights of light, air, support and protection as those rights are capable of being enjoyed at any time during the
term;

(b) the right to use and to connect into Service Media at, but not forming part of, the Property; the right to install
and construct Service Media at the Property to serve any part of the Building or any neighbouring property
(whether or not such Service Media also serve the Property); and the right to re-route any Service Media
mentioned in this paragraph;

(c) the right to develop the Estate and any neighbouring property (whether or not belonging to the Landlord) and
to build upon or into any boundary of the Property;

(d) the discretion (acting reasonably) to re-route any means of access to or egress from the Property or the
Building and to change the areas over which the Rights mentioned in clause 3.1(b) to clause 3.1(d) and clause 3.1
(f) to clause 3.1(h) are exercised;

(e) the right to re-route and replace any Service Media over which the Rights mentioned clause 3.1(h) are
exercised;

(f) the right to erect scaffolding at, and attach it to any part of the Building in connection with any of the other
Reservation;

(g) the right to enter the Property:

(i) to repair, maintain, install, construct, re-route or replace any Service Media or structure relevant to any of the
other Reservations; or

(ii) to carry out any works to any other Lettable Unit; or

                                                            9
(iii) in connection with any of the Services; or

(iv) in an emergency or in connection with the security for the Estate; or

(v) for any other purpose mentioned in this lease

4.2 The Reservations may be exercised by the Landlord and by anyone else who is or becomes entitled to
exercise them and by anyone authorised by the Landlord.

4.3 The Reservations may be exercised notwithstanding that any works carried out in connection with the
exercise of those rights result in a reduction in the flow of light or air to the Property or the Common Parts but not
so that the ability of the Tenant or other authorised occupier of the Property to use the Property for the Permitted
Use is adversely affected.

4.4 The Reservations mentioned in clause 4.1(b) apply to Service Media in existence at the date of this lease and
to any that are installed or constructed during the perpetuity period.

4.5 The Tenant shall upon receipt of reasonable prior notice in writing (except in the case of emergency) allow all
those entitled to exercise any right to enter the Property, to do so with their workers, contractors, agents and
professional advisors, and to enter the Property at any reasonable time (whether or not during usual business
hours).

4.6 Anyone exercising any of the Reservations, its workers, contractors, agents and professional advisors, shall
cause as little damage to the Property and inconvenience to the Tenant as possible and shall make good as soon
as reasonably practicable and to the reasonable satisfaction of the Tenant any loss, damage, injury or nuisance
arising by reason of its exercising any of the Reservations,

5. THIRD PARTY RIGHTS

5.1 The Tenant shall comply with all obligations on the Landlord relating to the Third Party Rights insofar as those
obligations relate to the Property and shall not do anything (even if otherwise permitted by this lease) that may
interfere with any Third Party Right.

5.2 The Tenant shall allow the Landlord and any other person authorised by the terms of the Third Party Right to
enter the Property in accordance with its terms.

                                                         10
6. THE ANNUAL RENT

6.1 The Tenant shall pay the Annual Rent and any VAT in respect of it by four equal instalments in advance on or
before the Rent Payment Dates by BACS.

6.2 The first instalment of the Annual Rent and any VAT in respect of it shall be made on the Rent
Commencement Date and shall be the proportion, calculated on a daily basis, in respect of the period from the
Rent Commencement Date until the day before the next Rent Payment Date.

7. REVIEW OF THE ANNUAL RENT

7.1 In this clause the PRESIDENT is the President for the time being of the Royal Institution of Chartered
Surveyors or a person acting on his behalf, and the SURVEYOR is the independent valuer appointed pursuant to
clause 7.8.

7.2 The amount of Annual Rent shall be reviewed on each Review Date to the greater of:

(a) the Annual Rent payable immediately before the relevant Review Date (or which would then be payable but
for any abatement or suspension of the Annual Rent or restriction on the right to collect it); and

(b) the open market rent agreed or determined pursuant to this clause.

7.3 The open market rent may be agreed between the Landlord and the Tenant at any time before it is
determined by the Surveyor.

7.4 If the open market rent is determined by the Surveyor, it shall be the amount that the Surveyor determines is
the annual rent (exclusive of any VAT) at which the Property could reasonably be expected to be let:

(a) in the open market;

(b) at the relevant Review Date;

(c) on the assumptions listed in clause 7.5; and

(d) disregarding the matters listed in clause 7.6.

7.5 The assumptions are:

(a) the Property is available to let in the open market:

(i) by a willing lessor to a willing lessee (which may be the Tenant);

(ii) as a whole;

                                                           11
(iii) with vacant possession;

(iv) without a fine or a premium;

(v) for a term equal to the unexpired residue of the Contractual Term at the relevant Review Date or a term of ten
years commencing on the relevant Review Date, if longer; and

(vi) otherwise on the terms of this lease other than as to the amount of the Annual Rent but including the
provisions for review of the Annual Rent;

(b) the Property may lawfully be used, and is in a physical state to enable it to be lawfully used, by the willing
lessee (or any potential undertenant or assignee of the willing lessee) for any purpose permitted by this lease;

(c) the Landlord and the Tenant have fully complied with their obligations in this lease;

(d) if the Property or any other part of the Building or any Service Media serving the Property, has been
destroyed or damaged, it has been fully restored;

(e) no work has been carried out on the Property that has diminished the rental value of the Property;

(f) any fixtures, fittings, machinery or equipment supplied to the Property by the Landlord that have been
removed by or at the request of the Tenant, or any undertenant or their respective predecessors in title (otherwise
than to comply with any law) remain at the Property;

(g) the willing lessee and its potential assignees and undertenants shall not be disadvantaged by any actual or
potential election to waive exemption from VAT in relation to the Property.

7.6 The matters to be disregarded are:

(a) any effect on rent of the fact that the Tenant or any authorised undertenant has been in occupation of the
Property;

(b) any goodwill attached to the Property by reason of any business carried out there by the Tenant or by any
authorised undertenant or by any of their predecessors in business;

(c) any effect on rent attributable to any physical improvement to the Property carried out before or after the date
of this lease, by or at the expense of the Tenant or any authorised undertenant with all necessary consents,
approvals and authorisations and not pursuant to an obligation to the Landlord (other than an obligation to
comply with any law); and

                                                          12
(d) any statutory restriction on rents or the right to recover them.

7.7 If the revised Annual Rent is agreed between the Landlord and the Tenant, it may be a stepped rent.

7.8 The Landlord and the Tenant may appoint an independent valuer at any time before either of them applies to
the President for an independent valuer to be appointed. The Landlord or the Tenant may apply to the President
for an independent valuer to be appointed at any time after the date which is three months before the relevant
Review Date. The independent valuer shall be an associate or fellow of the Royal Institution of Chartered
Surveyors.

7.9 The Surveyor shall act as an expert and not as an arbitrator.

7.10 The Surveyor shall give the Landlord and the Tenant an opportunity to make written representations to the
Surveyor and to make written counter- representations commenting on the representations of the other party to
the Surveyor.

7.11 If the Surveyor dies, delays or becomes unwilling or incapable of acting, then either the Landlord or the
Tenant may apply to the President to discharge the Surveyor and clause 7.8 shall then apply in relation to the
appointment of a replacement.

7.12 The fees and expenses of the Surveyor and the cost of the Surveyor's appointment and any counsel's fees
incurred by the Surveyor shall be payable by the Landlord and the Tenant in the proportions that the Surveyor
directs (or if the Surveyor makes no direction, then equally). If the Tenant does not pay its part of the Surveyor's
fees and expenses within ten working days after demand by the Surveyor, the Landlord may pay that part and the
amount it pays shall be a debt of the Tenant due and payable on demand to the Landlord. The Landlord and the
Tenant shall otherwise each bear their own costs in connection with the rent review.

7.13 If the revised Annual Rent has not been agreed by the Landlord and the Tenant or determined by the
Surveyor on or before the relevant Review Date, the Annual Rent payable from that Review Date shall continue
at the rate payable immediately before that Review Date. No later than five working days after the revised Annual
Rent is agreed or the Surveyor's determination is notified to the Landlord and the Tenant, the Tenant shall pay:

(a) the shortfall (if any) between the amount that it has paid for the period from the Review Date until the Rent
Payment Date following the date of agreement or notification of the revised Annual Rent and

                                                          13
the amount that would have been payable had the revised Annual Rent been agreed or determined on or before
that Review Date; and

(b) interest at the Interest Rate on that shortfall calculated on a daily basis by reference to the Rent Payment
Dates on which parts of the shortfall would have been payable if the revised Annual Rent had been agreed or
determined on or before that Review Date and the date payment is received by the Landlord.

7.14 Time shall not be of the essence for the purposes of this clause.

7.15 As soon as practicable after the amount of the revised Annual Rent has been agreed or determined, a
memorandum recording the amount shall be signed by or on behalf of the Landlord and the Tenant and endorsed
on or attached to this lease and its counterpart. The Landlord and the Tenant shall each bear their own costs in
connection with the memorandum.

8. SERVICES AND SERVICE CHARGE

8.1 The SERVICES are:

(a) the cleaning, maintenance, inspection and repair of the structure and exterior of the Building, the Common
Parts and the cleaning, maintaining and repairing all Service Media forming part of the Common Parts;

(b) cleaning the outside of the windows of the Building;

(c) lighting the Common Parts and cleaning, maintaining, repairing and replacing lighting machinery and equipment
on the Common Parts;

(d) cleaning, maintaining, repairing and replacing general refuse bins on the Common Parts;

(e) cleaning, maintaining, repairing and replacing signage (including the signboard showing the names and logos of
the tenants) for the Common Parts;

(f) cleaning, maintaining, repairing, operating and replacing security machinery and equipment (including closed
circuit television) on the Common Parts;

(g) maintaining, repairing, operating and replacing fire prevention, detection and fighting machinery and equipment
and fire alarms on the Common Parts;

(h) maintaining the landscaped and grassed areas of the Estate

(i) cleaning, maintaining, repairing and replacing any lifts and lift machinery and equipment on the Common Parts;

(j) decorating the internal areas of the Common Parts;

                                                           14
(k) cleaning, maintaining, repairing and replacing the floor coverings on the internal areas of the Common Parts;

(1) cleaning, maintaining, repairing and replacing the furniture and fittings on the Common Parts;

(m) heating the internal areas of the Building and cleaning, maintaining, repairing and replacing heating machinery
and equipment serving the Building;

(n) providing air conditioning for the internal areas of the Building and cleaning maintaining repairing and replacing
air conditioning equipment serving the Building;

(o) providing security and maintenance staff for the Building; and

(p) any other service or amenity that the Landlord may in its reasonable discretion acting in accordance with the
principles of good estate management provide for the benefit of the tenants and occupiers of the Building.

8.2 The SERVICE COSTS are the total of:

(a) the whole of the costs of:

(i) providing the Services;

(ii) the supply and removal of electricity, gas, water, sewage and other utilities to and from the Building;

(iii) complying with the recommendations and requirements of the insurers of the Building (insofar as those
recommendations and requirements relate to the Common Parts);

(iv) complying with all laws relating to the Common Parts, their use and any works carried out at them, and
relating to the use of all Service Media, machinery and equipment at or serving the Common Parts and to any
materials kept at or disposed of from the Common Parts;

(v) complying with the Third Party Rights insofar as they relate to the Common Parts; and

(vi) taking any steps (including proceedings) that the Landlord considers necessary to prevent or remove any
encroachment over the Common Parts or to prevent the acquisition of any right over the Common Parts (or the
Building as a whole) or to remove any obstruction to the flow of light or air to the Common Parts (or the Building
as a whole);

(b) the costs, fees and disbursements (on a full indemnity basis) of:

                                                          15
(i) managing agents employed by the Landlord for the carrying out and provision of the Services or, where
managing agents are not employed, a management fee for the same; and

(ii) accountants employed by the Landlord to prepare and audit the service charge accounts;

(c) the costs of the salaries and employer costs (including pension, welfare and insurance contributions) and
uniforms of security reception cleaning and maintenance staff for the Building and of all equipment and supplies
needed for the proper performance of their duties;

(d) all rates, taxes and impositions payable in respect of the Common Parts, their use and any works carried out
on them (other than any taxes payable by the Landlord in connection with any dealing with or disposition of its
reversionary interest in the Building); and

(e) any VAT payable by the Landlord in respect of any of the items mentioned above except to the extent that
the Landlord is able to recover such VAT.

8.3 The Landlord shall use its reasonable endeavours to procure:

(a) the repair of the structural parts of the Common Parts;

(b) the provision of heating and air conditioning to the internal area of the Common Parts and the Property during
such periods of the year as the Landlord considers appropriate (but subject to observing the performance criteria
set out in Schedule 2 and having regard to the principles of good estate management)

(c) the provision of electricity and water to the Property;

(d) the cleaning of the internal areas of the Common Parts and the outside of the windows of the Building as often
as the Landlord considers appropriate;

(e) the lighting of the internal areas of the Common Parts;

(f) to keep any of the lifts in reasonable working order

8.4 In the event of any breakdown or any interruption in the provision of the services listed in Schedule 2, the
Landlord undertakes to use all reasonable endeavours to procure the restoration of the same as soon as
practicable having regard to the cause and nature of the breakdown or interruption

8.5 In the event of any breakdown or any interruption in the provision of the services listed in Schedule 2, the
Landlord shall procure the provision of, where reasonably appropriate and practicable, any duty or standby
system then available to it to minimise the effect of the breakdown or interruption

                                                           16
8.6 The Landlord may, but shall not be obliged to, provide or procure any of the other Services. The Landlord
shall not be obliged to carry out any works where the need for those works has arisen by reason of any damage
or destruction by a risk against which the Landlord is not obliged to insure.

8.7 The Landlord shall not be liable for:

(a) any interruption in, or disruption to, the provision of any of the Services for any reason that is outside the
reasonable control of the Landlord; or

(b) any injury, loss or damage suffered by the Tenant as a result of any absence or insufficiency of any of the
Services or of any breakdown or defect in any Service Media, except where due to the negligence of the
Landlord.

8.8 Before or as soon as possible after the start of each Service Charge Year, the Landlord shall prepare and
send the Tenant an estimate of the Service Costs for that Service Charge Year and a statement of the estimated
Service Charge for that Service Charge Year.

8.9 The Tenant shall pay the estimated Service Charge for each Service Charge Year in four equal instalments on
each of the Rent Payment Dates.

8.10 In relation to the Service Charge Year current at the date of this lease, the Tenant's obligations to pay the
estimated Service Charge and the actual Service Charge shall be limited to an apportioned part of those amounts,
such apportioned part to be calculated on a daily basis for the period from the date of this lease to the end of the
Service Charge Year. The estimated Service Charge for which the Tenant is liable shall be paid in equal
instalments on [the date of this lease and the remaining Rent Payment Days during the period from the date of this
lease until the end of the Service Charge Year.

8.11 As soon as reasonably practicable after the end of each Service Charge Year, the Landlord shall prepare
and send to the Tenant a certificate showing the Service Costs and the Service Charge for that Service Charge
Year. The certificate shall be in accordance with the service charge accounts prepared and audited by the
Landlord's independent accountants. The Tenant may inspect the accounts and the supporting invoices and
receipts by appointment with the Landlord (or its accountants).

8.12 If any cost is omitted from the calculation of the Service Charge in any Service Charge Year, the Landlord
shall be entitled to include it in the estimate and certificate of the Service Charge in any following Service Charge

                                                          17
Year. Otherwise, and except in the case of manifest error, the Service Charge certificate shall be conclusive as to
all matters of fact to which it refers.

8.13 Without prejudice to clause 9.4(f), where the Landlord provides any Service by reason of the damage to or
destruction of the Common Parts by a risk against which the Landlord is obliged to insure the costs of that
Service shall not be included in the Service Charge.

8.14 If, in respect of any Service Charge Year, the Landlord's estimate of the Service Charge is less than the
Service Charge, the Tenant shall pay the difference on demand. If, in respect of any Service Charge Year, the
Landlord's estimate of the Service Charge is more than the Service Charge, the Landlord shall credit the
difference against the Tenant's next instalment of the estimated Service Charge (and where the difference exceeds
the next instalment then the balance of the difference shall be credited against each succeeding instalment until it is
fully credited).

8.15 The Landlord acknowledges that the costs of maintaining each of the Building Management Systems, the
Chillers and the Roof shall be met exclusively by the Landlord until such time as such item or items are replaced
at the sole cost of the Landlord whereupon following any such replacement it is agreed that any subsequent
expenditure incurred in maintaining and repairing any such item or items following such replacement shall be
recoverable from the Tenant by the Landlord pursuant to the provisions of this Lease

8.16 For the purposes of determining a fair proportion of the Service Costs no element of any costs incurred by
the Landlord in connection with the provision of manning a reception facility in the Building (other than in relation
to the security of the Building) shall be attributable to the Premises and payable by the Tenant as part of the
Service Charge

9. INSURANCE

9.1 Subject to clause 9.2, the Landlord shall keep the Building insured against loss or damage by the Insured
Risks for its full reinstatement cost (taking inflation of building costs into account). The Landlord shall not be
obliged to insure any part of the Property installed by the Tenant.

9.2 The Landlord's obligation to insure is subject to:

(a) any exclusions, limitations, excesses and conditions that may be imposed by the insurers;

(b) insurance being available in the London insurance market on reasonable terms acceptable to the Landlord;

                                                          18
9.3 The Tenant shall pay to the Landlord on demand:

(a) the Insurance Rent;

(b) any amount that is deducted or disallowed by the insurers pursuant to any excess provision in the insurance
policy; and

(c) a fair proportion of any costs that the Landlord incurs in obtaining a valuation of the Building for insurance
purposes.

9.4 The Tenant shall:

(a) give the Landlord notice immediately any matter occurs in relation to the Tenant or the Property that any
insurer or underwriter may treat as material in deciding whether or on what terms to insure or to continue to
insure the Estate;

(b) not do or omit anything as a result of which any policy of insurance of the Estate or any neighbouring property
may become void or voidable or otherwise prejudiced, or the payment of any policy money may be withheld, nor
(unless the Tenant has previously notified the Landlord and has paid any increased or additional premium)
anything as a result of which any increased insurance or additional premium may become payable;

(c) comply at all times with the requirements and recommendations of the insurers relating to the Property and the
use by the Tenant of the Common Parts;

(d) give the Landlord immediate notice of the occurrence of any damage or loss relating to the Property arising
from an Insured Risk;

(e) not effect any insurance of the Property, but if it becomes entitled to the benefit of any insurance proceeds in
respect of the Property pay those proceeds or cause them to be paid to the Landlord; and

(f) pay the Landlord an amount equal to any insurance money that the insurers of the Estate refuse to pay (in
relation to the Building) by reason of any act or omission of the Tenant or any undertenant, their workers,
contractors or agents or any person at the Property or the Common Parts with the actual or implied authority of
any of them.

9.5 The Landlord shall, subject to obtaining all necessary planning and other consents, use all insurance money
received (other than for loss of rent) in connection with any damage to the Estate to repair the damage for which
the money has been received or (as the case may be) in rebuilding the Building. The Landlord shall not be obliged
to:

(a) provide accommodation or facilities identical in layout or design so long as accommodation reasonably
equivalent to that previously at the Property and its access, services and amenities is provided; or

                                                          19
(b) repair or rebuild if the Tenant has failed to pay any of the Insurance Rent; or

(c) repair or rebuild the Building after a notice has been served pursuant to clause 9.7 or clause 9.8.

9.6 If the Property is damaged or destroyed by a risk against which the Landlord is obliged to insure so as to be
unfit for occupation and use or if the Common Parts are damaged or destroyed by a risk against which the
Landlord is obliged to insure so as to make the Property inaccessible or unusable then, unless the policy of
insurance in relation to Estate has been vitiated in whole or in part in consequence of any act or omission of the
Tenant, any undertenant or their respective workers, contractors or agents or any other person on the Estate with
the actual or implied authority of any of them, payment of the Annual Rent, or a fair proportion of it according to
the nature and extent of the damage, shall be suspended until the Property has been reinstated and made fit for
occupation and use or the Common Parts have been reinstated so as to make the Property accessible or useable
(as the case may be), or until the end of three years from the date of damage or destruction, if sooner.

9.7 If, following damage to or destruction of the Building, the Landlord considers that it is impossible or
impractical to reinstate the Building, the Landlord may terminate this lease by giving notice to the Tenant. On
giving notice this lease shall determine but this shall be without prejudice to any right or remedy of either party
against the other in respect of any breach of the covenants of this lease. Any proceeds of the insurance shall
belong to the Landlord.

9.8 Provided that the Tenant has complied with its obligations in this clause, the Tenant may terminate this lease
by giving notice to the Landlord if, following damage or destruction of the Property or the Common Parts by an
Insured Risk, the Property has not been reinstated so as to be fit for occupation and use or the Common Parts
have not been reinstated so as to make the Property accessible or useable within three years after the date of
damage or destruction. On giving this notice this lease shall determine but this shall be without prejudice to any
right or remedy of either party against the other in respect of any breach of the covenants of this lease. Any
proceeds of the insurance shall belong to the Landlord.

10. RATES AND TAXES

10.1 The Tenant shall pay all present and future rates, taxes and other impositions payable in respect of the
Property, its use and any works carried out there, other than:

                                                          20
(a) any taxes payable by the Landlord in connection with any dealing with or disposition of the reversion to this
lease; or

(b) any taxes, other than VAT and insurance premium tax, payable by the Landlord by reason of the receipt of
any of the rents due under this lease.

10.2 If any such rates, taxes or other impositions are payable in respect of the Property together with other land
(including any other part of the Building) the Tenant shall pay a fair proportion of the total.

10.3 The Tenant shall not make any proposal to alter the rateable value of the Property or that value as it appears
on any rating list, without the approval of the Landlord which shall not be unreasonably withheld or delayed.

11. UTILITIES

11.1 The Tenant shall pay all costs in connection with the supply and removal of electricity, gas, water, sewage,
telecommunications data and other services and utilities to or from the Property.

11.2 The Tenant shall comply with all laws and with any recommendations of the relevant suppliers relating to the
use of those services and utilities.

12. COMMON ITEMS

12.1 The Tenant shall pay the Landlord on demand a fair proportion of all costs payable by the Landlord for the
maintenance, repair, lighting, cleaning and renewal of all Service Media, structures and other items not on the
Building but used or capable of being used by the Building in common with other land.

12.2 The Tenant shall comply with all reasonable regulations the Landlord may make from time to time in
connection with the use of any of those Service Media, structures or other items.

13. VAT

13.1 All sums payable by the Tenant are exclusive of any VAT that may be chargeable. The Tenant shall pay
VAT in respect of all taxable supplies made to it in connection with this lease on the due date for making any
payment or, if earlier, the date on which that supply is made for VAT purposes.

13.2 Every obligation on the Tenant under or in connection with this lease to pay, refund or to indemnify the
Landlord or any other person any money or against

                                                        21
any liability includes an obligation to pay, refund or indemnify against any VAT, or an amount equal to any VAT,
chargeable in respect of it.

14. DEFAULT INTEREST AND INTEREST

14.1 If any Annual Rent or any other money payable under this lease has not been paid within 14 days from the
date it is due, whether it has been formally demanded or not, the Tenant shall pay the Landlord interest at the
Default Interest Rate (both before and after any judgment) on that amount for the period from the due date to and
including the date of payment.

14.2 If the Landlord does not demand or accept any Annual Rent or other money due or tendered under this
lease because the Landlord reasonably believes that the Tenant is in breach of any of the tenant covenants of this
lease, then the Tenant shall, when that amount is accepted by the Landlord, also pay interest at the Interest Rate
on that amount for the period from the date the amount (or each part of it) became due until the date it is
accepted by the Landlord.

15. COSTS

15.1 The Tenant shall pay the reasonable and proper costs and expenses of the Landlord including any solicitors'
or other professionals' costs and expenses (properly incurred both during and after the end of the term) in
connection with or in contemplation of:

(a) the enforcement of the tenant covenants of this lease;

(b) serving any notice in connection with this lease under section 146 or 147 of the Law of Property Act 1925 or
taking any proceedings under either of those sections, notwithstanding that forfeiture is avoided otherwise than by
relief granted by the court;

(c) serving any notice in connection with this lease under section 17 of the Landlord and Tenant (Covenants) Act
1995;

(d) the preparation and service of a Schedule of dilapidations in connection with this lease; and

(e) any consent or approval applied for under this lease, whether or not it is granted (unless the consent or
approval is unreasonably withheld by the Landlord in circumstances where the Landlord is not unreasonably to
withhold it).

16. REGISTRATION OF THIS LEASE

Promptly following the grant of this lease, the Tenant shall apply to register this lease at HM Land Registry. The
Tenant shall ensure that any requisitions raised by HM Land Registry in connection with that application are dealt
with

                                                         22
promptly and properly. Within one month after completion of the registration, the Tenant shall send the Landlord
official copies of its title.

17. ASSIGNMENTS

17.1 The Tenant shall not assign the whole of this lease without the consent of the Landlord, such consent not to
be unreasonably withheld or delayed.

17.2 The Tenant shall not assign part only of this lease.

17.3 The Landlord and the Tenant agree that for the purposes of section 19(1A) of the Landlord and Tenant Act
1927 the Landlord may give its consent to an assignment subject to all or any of the following conditions:

(a) a condition that the assignor (and any former tenant who because of section 11 of the Landlord and Tenant
(Covenants) Act 1995 has not been released from the tenant covenants of this lease) enters into an authorised
guarantee agreement which:

(i) is in respect of all the tenant covenants of this lease;

(ii) is in respect of the period beginning with the date the assignee becomes bound by those covenants and ending
on the date when the assignee is released from those covenants by virtue of section 5 of the Landlord and Tenant
(Covenants) Act 1995;

(iii) imposes principal debtor liability on the assignor (and any former tenant);

(iv) requires (in the event of a disclaimer of liability of this lease) the assignor (or former tenant as the case may
be) to enter into a new tenancy for a term equal to the unexpired residue of the Contractual Term; and

(v) is otherwise in a form reasonably required by the Landlord;

(b) a condition that a person of standing acceptable to the Landlord enters into a guarantee and indemnity of the
tenant covenants of this lease in such form as the Landlord may reasonably require.

17.4 Nothing in this clause shall prevent the Landlord from giving consent subject to any other reasonable
condition, nor from refusing consent to an assignment in any other circumstance where it is reasonable to do so.

17.5 The Landlord and Tenant agree that for the purposes of section 19(1a) of the Landlord and Tenant Act
1927 the Landlord may refuse its consents to an

                                                               23
assignment if any annual rent or other money due under this lease is outstanding save in the event of a genuine
dispute

18. UNDERLETTINGS

18.1 The Tenant shall not underlet the whole or part of the Property except in accordance with this clause nor
without the consent of the Landlord, such consent not to be unreasonably withheld.

18.2 The Tenant shall not underlet the whole or any part of the Property:

(a) together with any property or any right over property that is not included within this lease;

(b) at a fine or premium or reverse premium; nor

(c) allowing any rent free period to the undertenant that exceeds the period as is then usual in the open market in
respect of such a letting

18.3 In relation to an underlease of part of the Property, the Tenant shall not underlet an area of less than 5,000
square feet

18.4 The Tenant shall not underlet the whole or any part of the Property unless, before the underlease is granted,
the Tenant has given the Landlord:

(a) a certified copy of the notice served on the undertenant, as required by section 38A(3)(a) of the 1954 Act,
applying to the tenancy to be created by the underlease; and

(b) a certified copy of the declaration or statutory declaration made by the undertenant in accordance with the
requirements of section 38A(3)(b) of the 1954 Act.

18.5 Any underletting by the Tenant shall be by deed and shall include:

(a) an agreement between the Tenant and the undertenant that the provisions of sections 24 to 28 of the 1954
Act are excluded from applying to the tenancy created by the underlease;

(b) the reservation of a rent which is not less than the full open market rental value of the Property or the relevant
part thereof at the date the underletting and which is payable at the same times as the Annual Rent under this
lease (but this shall not prevent an underlease providing for a rent free period of a length permitted by clause 18.2
(c);

(c) provisions for the review of rent at the same dates and on the same basis as the review of rent in this lease,
unless the term of the underlease does not extend beyond the next Review Date;

                                                         24
(d) a covenant by the undertenant, enforceable by and expressed to be enforceable by the Landlord (as superior
landlord at the date of grant) and its successors in title in their own right, to observe and perform the tenant
covenants in the underlease and any document that is supplemental or collateral to it and the tenant covenants in
this lease, except the covenants to pay the rents reserved by this lease; and

(e) provisions requiring the consent of the Landlord to be obtained in respect of any matter for which the consent
of the Landlord is required under this lease,

and shall otherwise be consistent with and include tenant covenants no less onerous (other than as to the Annual
Rent) than those in this lease, and be in a form approved by the Landlord, such approval not to be unreasonably
withheld or delayed.

18.6 In relation to any underlease granted by the Tenant, the Tenant shall:

(a) not vary the terms of the underlease nor accept a surrender of the underlease without the consent of the
Landlord, such consent not to be unreasonably withheld;

(b) enforce the tenant covenants in the underlease and not waive any of them nor allow any reduction in the rent
payable under the underlease; and

(c) ensure that in relation to any rent review the revised rent is not agreed without the approval of the Landlord,
such approval not to be unreasonably withheld.

19. SHARING OCCUPATION

The Tenant may share occupation of the Property with any company that is a member of the same group (within
the meaning of section 42 of the 1954 Act) as the Tenant for as long as that company remains within that group
and provided that no relationship of landlord and tenant is established by that arrangement.

20. CHARGING

20.1 The Tenant shall not charge the whole of this lease without the consent of the Landlord, such consent not to
be unreasonably withheld or delayed.

20.2 The Tenant shall not charge part only of this lease.

                                                         25
21. PROHIBITION OF OTHER DEALINGS

Except as expressly permitted by this lease, the Tenant shall not assign, underlet, charge, part with possession or
share occupation of this lease or the Property or hold the lease on trust for any person (except pending
registration of a dealing permitted by this lease at HM Land Registry or by reason only of joint legal ownership).

22. REGISTRATION AND NOTIFICATION OF DEALINGS AND OCCUPATION

22.1 In this clause a TRANSACTION is:

(a) any dealing with this lease or the devolution or transmission of, or parting with possession of any interest in it;
or

(b) the creation of any underlease or other interest out of this lease, or out of any interest, underlease derived
from it, and any dealing, devolution or transmission of, or parting with possession of any such interest or
underlease; or

(c) the making of any other arrangement for the occupation of the Property.

22.2 In respect of every Transaction that is registrable at HM Land Registry, the Tenant shall promptly following
completion of the Transaction apply to register it (or procure that the relevant person so applies). The Tenant
shall (or shall procure that) any requisitions raised by HM Land Registry in connection with an application to
register a Transaction are dealt with promptly and properly. Within one month of completion of the registration,
the Tenant shall send the Landlord official copies of its title (and where applicable of the undertenant's title).

22.3 No later than one month after a Transaction the Tenant shall:

(a) give the Landlord notice of the Transaction;

(b) deliver a certified copy of any document effecting the Transaction to the Landlord's Solicitors; and

(c) pay the Landlord's solicitors a registration fee of L30 (plus VAT).

22.4 If the Landlord so requests, the Tenant shall promptly supply the Landlord with full details of the occupiers
of the Property and the terms upon which they occupy it.

                                                          26
23. CLOSURE OF THE REGISTERED TITLE OF THIS LEASE

Within one month after the end of the term (and notwithstanding that the term has ended), the Tenant shall make
an application to close the registered title of this lease and to remove any entries made on the Landlord's title and
shall ensure that any requisitions raised by HM Land Registry in connection with that application are dealt with
promptly and properly; the Tenant shall keep the Landlord informed of the progress and completion of its
application.

24. REPAIRS

24.1 The Tenant shall keep the Property in good and substantial repair and condition.

24.2 The Tenant shall not be liable to repair the Property to the extent that any disrepair has been caused by an
Insured Risk, unless and to the extent that the policy of insurance of the Property has been vitiated or any
insurance proceeds withheld in consequence of any act or omission of the Tenant, any undertenant or their
respective workers, contractors or agents or any person on the Property with the actual or implied authority of
any of them

24.3 The Tenant shall keep the Property in a clean and tidy condition and clean all windows at the Property as
often as is necessary

24.4 The Tenant shall repair and maintain to a good standard the telecommunications mast and the area which it
occupies as referred to in clause 3.1(k) and the storage area referred to in clause 3.1(l)

25. DECORATION

25.1 The Tenant shall decorate the Property as often as is reasonably necessary and also in the last three months
before the end of the term.

25.2 All decoration shall be carried out in a good and proper manner using good quality materials that are
appropriate to the Property and the Permitted Use and shall include all appropriate preparatory work.

25.3 All decoration carried out in the last three months of the term shall also be carried out to the satisfaction of
the Landlord and using materials, designs and colours approved by the Landlord.

                                                          27
26. ALTERATIONS AND SIGNS

26.1 The Tenant shall not make any alteration to the Property without the consent of the Landlord, such consent
not to be unreasonably withheld or delayed, other than as mentioned in clause 26.2.

26.2 The Tenant may install and remove non-structural, demountable partitioning, without the consent of the
Landlord provided that it makes good any damage to the Property and to any part of the Common Parts.

26.3 In deciding whether to consent to any alteration to the Property, the Landlord may (acting reasonably)
request the Tenant submits to the Landlord plans and specifications for the proposed alterations and enters into
such covenants with the Landlord in relation to those alterations as the Landlord may reasonably require

26.4 The Tenant shall not install nor alter the route of any Service Media at the Property without the consent of
the Landlord, such consent not to be unreasonably withheld.

26.5 The Tenant shall not attach any sign, fascia, placard, board, poster or advertisement to the Property so as to
be seen from the outside of the Building.

26.6 Other than the telecommunications mast referred to in clause 3.1.(k) the Tenant shall not erect any pole
antenna wire satellite dish or other apparatus upon any part of the exterior of the Property without the consent of
the Landlord which shall not be unreasonably withheld or delayed.

27. RETURNING THE PROPERTY TO THE LANDLORD

27.1 At the end of the term the Tenant shall return the Property to the Landlord in the condition required by this
lease.

27.2 If the Landlord gives the Tenant notice, the Tenant shall remove items it has fixed to the Property, remove
any alterations it has made to the Property and make good any damage caused to the Property by that removal.

27.3 At the end of the term, the Tenant shall remove from the Property and from the Estate (with the exception of
Tenant's Plant) all chattels belonging to or used by it and make good any damage caused by such removal.

                                                        28
27.4 If the Landlord so requires at the end of the term or if earlier, on an assignment of this Lease, the Tenant
shall remove the telecommunications mast referred to in clause 3.1(k) and shall make good any damage caused
by that removal.

27.5 If at the end of the term or if earlier, on an assignment of this Lease, any Tenant's Plant remains on the
Estate the Tenant shall leave it in good working order and the property in the same shall thenceforth transfer to
the Landlord.

27.6 The Tenant irrevocably appoints the Landlord to be the Tenant's agent to store or dispose of any chattels or
items it has fixed to the Property and which have been left by the Tenant on the Property for more than ten
working days after the end of the term. The Landlord shall not be liable to the Tenant by reason of that storage or
disposal. The Tenant shall indemnify the Landlord in respect of any claim made by a third party in relation to that
storage or disposal.

27.7 If the Tenant does not comply with its obligations in this clause, then, without prejudice to any other right or
remedy of the Landlord, the Tenant shall pay the Landlord an amount equal to the Annual Rent at the rate
reserved immediately before the end of the term for the period that it would reasonably take to put the Property
into the condition it would have been in had the Tenant performed its obligations under this clause. The amount
shall be a debt due on demand from the Tenant to the Landlord.

28. USE

28.1 The Tenant shall not use the Property for any purpose other than the Permitted Use.

28.2 The Tenant shall not use the Property for any illegal purpose nor for any purpose or in a manner that would
cause loss, damage, injury, nuisance or inconvenience to the Landlord, the other tenants or occupiers of the
Lettable Units or any owner or occupier of neighboring property.

28.3 The Tenant shall not overload any structural part of the Building nor any Service Media at or serving the
Property.

29. MANAGEMENT OF THE BUILDING

29.1 The Tenant shall observe all reasonable and proper regulations made by the Landlord from time to time in
accordance with the principles of good estate management and notified to the Tenant relating to the use of the
Common Parts and the management of the Building.

                                                         29
29.2 The Tenant shall not obstruct the Common Parts nor use them in a manner which may cause loss damage
injury or nuisance to the Landlord, the Tenant or occupiers of the Lettable Unit or any owner or occupier of
neighbouring property.

29.3 Nothing in this lease shall impose or be deemed to impose any restriction on the use of any other Lettable
Unit or any neighbouring property.

30. PARKING AND LOADING

30.1 The Tenant shall ensure all loading unloading deliveries and despatch of goods is carried out only by using
the service accesses and goods lifts designated from time to time by the Landlord for the use of the Property and
in relation to the use of the parking area at the Common Parts

30.2 The Tenant shall not use the parking areas at the Common Parts for any purpose other than the parking of
motor vehicles in connection with the Permitted Use and shall not carry out any repairs or maintenance works to
any vehicles (except valeting and cleaning and minor repairs in the case of emergency)

31. COMPLIANCE WITH LAWS

31.1 The Tenant shall comply with all laws relating to:

(a) the Property and the occupation and use of the Property by the Tenant;

(b) the use of all Service Media and machinery and equipment at or serving the Property;

(c) any works carried out at the Property; and

(d) all materials kept at or disposed from the Property.

31.2 Without prejudice to any obligation on the Tenant to obtain any consent or approval under this lease, the
Tenant shall carry out all works that are required under any law to be carried out at the Property whether by the
owner or the occupier.

31.3 Within five working days after receipt of any notice or other communication affecting the Property or the
Building (and whether or not served pursuant to any law) the Tenant shall:

(a) send a copy of the relevant document to the Landlord; and

                                                           30
(b) in so far as it relates to the Property, take all steps necessary to comply with the notice or other
communication and take any other action in connection with it as the Landlord may require.

31.4 The Tenant shall not apply for any planning permission for the Property.

31.5 The Tenant shall not carry out any works at the Property in respect of which the Construction (Design and
Management) Regulations 1994 apply without the consent of the Landlord. Such consent is not to be
unreasonably withheld or delayed in the case of works in respect of which the Landlord is not otherwise to
withhold its consent unreasonably or which the Tenant is obliged to carry out under the terms of this lease.

31.6 The Tenant shall supply the Landlord with all documents relating to the Property that are required under the
Construction (Design and Management) Regulations 1994 to be kept in the health and safety file for the Building.

31.7 The Tenant shall not discharge or permit or suffer to be discharged into any Service Media serving the
Property, the Estate or any neighbouring property any oil grease or other deleterious matter or substance which
might be or become to be a source of danger or injury to the Service Media of the Property, The Estate or
neighbouring property nor to discharge onto the Property, the Estate or neighbouring property or allow to escape
from the Property any matter gas or liquid which contaminates or pollutes the Property, the Estate or any
neighbouring property, land or water.

31.8 As soon as the Tenant becomes aware of any defect in the Property, it shall give the Landlord notice of it.
The Tenant shall indemnify the Landlord against any liability under the Defective Premises Act 1972 in relation to
the Property by reason of any failure of the Tenant to comply with any of the tenant covenants in this lease.

31.9 The Tenant shall keep the Property equipped with all fire prevention, detection and fighting machinery and
equipment and fire alarms which are required under all relevant laws or required by the insurers of the Property
or reasonably recommended by them or reasonably required by the Landlord and shall keep that machinery,
equipment and alarms properly maintained and available for inspection.

32. ENCROACHMENTS, OBSTRUCTIONS AND ACQUISITION OF RIGHTS

32.1 The Tenant shall not grant any right or licence over the Property to any person nor permit any person to
make any encroachment over the Property.

                                                          31
32.2 The Tenant shall not obstruct the flow of light or air to the Property.

32.3 The Tenant shall not make any acknowledgement that the flow of light or air to the Property or any other
part of the Building or that the means of access to the Building is enjoyed with the consent of any third party.

32.4 The Tenant shall immediately notify the Landlord if any person takes or threatens to take any action to
obstruct the flow of light or air to the Property.

33. REMEDY BREACHES

33.1 The Landlord may enter the Property to inspect its condition and state of repair and may give the Tenant a
notice of any breach of any of the tenant covenants in this lease relating to the condition or repair of the Property.

33.2 If the Tenant has not begun any works needed to remedy that breach within two months following that
notice (or if works are required as a matter of emergency, then immediately) or if the Tenant is not carrying out
the works with all due speed, then the Landlord may enter the Property and carry out the works needed.

33.3 The costs incurred by the Landlord in carrying out any works pursuant to this clause (and any professional
fees and any VAT in respect of those costs) shall be a debt due from the Tenant to the Landlord and payable on
demand.

33.4 Any action taken by the Landlord pursuant to this clause shall be without prejudice to the Landlord's other
rights, including those under clause 37.

34. INDEMNITY

The Tenant shall keep the Landlord indemnified against all expenses, costs, claims, damage and loss arising from
any breach of any tenant covenants in this lease, or any act or omission of the Tenant, any undertenant or their
respective workers, contractors or agents or any other person on the Property or the Common Parts with the
actual or implied authority of any of them.

35. RELETTING AND SALE OF REVERSION

35.1 The Tenant shall permit the Landlord upon reasonable prior notice in writing at any time during the last six
months of the term to permit persons authorised by the Landlord or the Landlord's agent to view the Property

                                                         32
35.2 The Tenant shall permit upon reasonable prior notice in writing at any time during the term prospective
purchasers of or agents instructed in connection with the Landlord's sale of the reversion or any other interest in
the Property to view the Property without interruption

35.3 During the first 9 months of the Contractual Term, and on no less than 48 hours prior notice from the
Landlord, the Tenant shall permit at any time prospective Tenants or agents instructed in the letting of a Lettable
Unit to view the Property without interruption subject to the Tenant's reasonable security requirements being
complied with

35.4 On the sale of the freehold reversion, the Tenant shall not unreasonably withhold consent to a request made
by the Landlord under Section 8 of the Landlord and Tenant (covenants) Act 1995 for a release from all or any
of the Landlord's covenants in this lease

36. LANDLORD'S COVENANT FOR QUIET ENJOYMENT

The Landlord covenants with the Tenant, that, so long as the Tenant pays the rents reserved by and complies
with its obligations in this lease, the Tenant shall have quiet enjoyment of the Property without any lawful
interruption by the Landlord or any person claiming under the Landlord.

37. CONDITION FOR RE-ENTRY

37.1 The Landlord may re-enter the Property at any time after any of the following occurs:

(a) any rent is unpaid 21 days after becoming payable whether it has been formally demanded or not;

(b) any breach of any condition of, or tenant covenant, in this lease;

(c) where the Tenant or any guarantor is a corporation:

(i) the taking of any step in connection with any voluntary arrangement or any other compromise or arrangement
for the benefit of any creditors of the Tenant or guarantor; or

(ii) the making of an application for an administration order or the making of an administration order in relation to
the Tenant or guarantor; or

(iii) the giving of any notice of intention to appoint an administrator, or the filing at court of the prescribed
documents in connection with the appointment of an administrator, or the appointment of an administrator, in any
case in relation to the tenant or the guarantor; or

                                                          33
(iv) the appointment of a receiver or manager or an administrative receiver in relation to any property or income
of the Tenant or guarantor; or

(v) the commencement of a voluntary winding-up in respect of the Tenant or guarantor, except a winding-up for
the purpose of amalgamation or reconstruction of a solvent company in respect of which a statutory declaration
of solvency has been filed with the Registrar of Companies; or

(vi) the making of a petition for a winding-up order or a winding-up order in respect of the Tenant or guarantor;
or

(vii) the striking-off of the Tenant or guarantor from the Register of Companies or the making of an application for
the Tenant or the guarantor to be struck-off; or

(viii) the Tenant or guarantor otherwise ceasing to exist;

(d) where the Tenant or any guarantor is an individual:

(i) the taking of any step in connection with any voluntary arrangement or any other compromise or arrangement
for the benefit of any creditors of the Tenant or guarantor; or

(ii) the presentation of a petition for a bankruptcy order or the making of a bankruptcy order against the Tenant
or guarantor.

37.2 If the Landlord re-enters the Property pursuant to this clause, this lease shall immediately end, but without
prejudice to any right or remedy of the Landlord in respect of any breach of covenant by the Tenant or any
guarantor.

38. LIABILITY

38.1 At any time when the Landlord, the Tenant or a guarantor is more than one person, then in each case those
persons shall be jointly and severally liable for their respective obligations arising by virtue of this lease. The
Landlord may release or compromise the liability of any one of those persons or grant any time or concession to
any one of them without affecting the liability of any other of them.

38.2 The obligations of the Tenant and any guarantor arising by virtue of this lease are owed to the Landlord and
the obligations of the Landlord are owed to the Tenant.

38.3 In any case where the facts are or should reasonably be known to the Tenant, the Landlord shall not be
liable to the Tenant for any failure of the Landlord to perform any landlord covenant in this lease unless and until
the Tenant has

                                                          34
given the Landlord notice of the facts that give rise to the failure and the Landlord has not remedied the failure
within a reasonable time.

39. OPTION TO TERMINATE

The Tenant may terminate this lease on the tenth anniversary of the date hereof by serving on the Landlord not
less than 6 months prior notice in writing of its wish to terminate this Lease and upon the expiry of the notice this
Lease shall determine but without prejudice to any claim which either party may have against the other arising out
of any breach of covenant prior to the date of such termination.

40. NOTICES, CONSENTS AND APPROVALS

40.1 Except where this lease specifically states that a notice need not be in writing, or where notice is given in an
emergency, any notice given pursuant to this lease shall be in writing.

40.2 A written notice shall be delivered by hand or sent by pre-paid first class post or recorded delivery. A
correctly addressed notice sent by pre-paid first class post shall be deemed to have been delivered at the time at
which it would have been delivered in the normal course of the post.

40.3 Section 196 of the Law of Property Act 1925 shall otherwise apply to notices given under this lease.

40.4 Where the consent of the Landlord is required under this lease, a consent shall only be valid if it is given by
deed, unless:

(a) it is given in writing and signed by a person duly authorised on behalf or the Landlord; and

(b) it expressly states that the Landlord waives the requirement for a deed in that particular case.

If a waiver is given, it shall not affect the requirement for a deed for any other consent.

40.5 Where the approval of the Landlord is required under this lease, an approval shall only be valid if it is in
writing and signed by or on behalf of the Landlord, unless:

(a) the approval is being given in a case of emergency; or

(b) this lease expressly states that the approval need not be in writing.

                                                          35
40.6 If the Landlord gives a consent or approval under this lease, the giving of that consent or approval shall not
imply that any consent or approval required from a third party has been obtained, nor shall it obviate the need to
obtain any consent or approval from a third party.

41. GOVERNING LAW AND JURISDICTION

41.1 This lease shall be governed by and construed in accordance with the law of England and Wales.

41.2 The Landlord, the Tenant, and any guarantor irrevocably agree to submit to the exclusive jurisdiction of the
courts of England and Wales over any claim or matter arising under or in connection with this lease or the legal
relationships established by it.

42. DISPUTES WITH ADJOINING OWNERS AND OCCUPIERS

If any dispute arises between the Tenant and the tenants or occupiers of the Estate as to any easement right
privilege in connection with the use of the Estate it shall be decided by the Landlord's Surveyor who shall act
impartially but whose decision shall be final and binding (save in the case of manifest error)

43. COMPENSATION ON VACATING

Any right of the Tenant or anyone deriving title under the Tenant to claim compensation from the Landlord on
leaving the Property under the Landlord and Tenant Act 1927 or the 1954 Act is excluded, except to the extent
that the legislation prevents that right being excluded

44. RIGHTS AND EASEMENTS

Except as mentioned in clause 3, neither the grant of this lease nor anything in it confers any right over the Estate
or any neighbouring property nor is to be taken to show that the Tenant may have any right over the same and
section 62 of the Law of Property Act 1925 does not apply to this lease

45. WARRANTIES AND REPRESENTATIONS

45.1 Nothing in this lease constitutes or shall constitute a representation or warranty that the Property, the
Building Common Parts or the Estate Common Parts may lawfully be used for any purpose allowed by this lease

                                                          36
45.2 The Tenant acknowledges that in entering into this lease it has not relied on, nor shall have any remedy in
respect of, any statement or representation made by or on behalf of the Landlord.

46. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

A person who is not a party to this lease shall not have any rights under or in connection with this lease by virtue
of the Contracts (Rights of Third Parties) Act 1999.

47. LANDLORD AND TENANT (COVENANTS) ACT 1995

This lease creates a new tenancy for the purposes of the Landlord and Tenant (Covenants) Act 1995.

This document has been executed as a deed and is delivered and takes effect on the date stated at the beginning
of it.

                                      SCHEDULE 1 - TENANTS PLANT

Wrights Air Conditioning Unit 15/1 Serial No. - 3349BFS21CWLPHW

Wrights Air Conditioning Unit 15/2 Serial No. - 3349AFS21CWLPHW

Wrights Air Conditioning Unit 15/3 Serial No. - 3349DFS8CWLPHW

York Emergency Standby Chiller Unit Serial No. - 00007757001

York Emergency Standby Changeover Unit Serial No. - 131FIO0714

BEST Unity 1 UPS Serial No. - BEC0058

APC UPS Serial No. - GE0244150961

                                                         37
                                                 SCHEDULE 2

CHILLED WATER

Chilled water will be available "24x7x365" at a flow temperature within the range of 7-10 Degrees Celsius

DOMESTIC HOT WATER

Domestic hot water services will be available "24x7x365" at a temperature of 50 Degrees Celsius within one
minute of drawing water from the source

AIR CONDITIONING SYSTEMS

Air conditioning systems will be available, subject to reasonable tenants advanced notice, "24x7x365".
Temperature and humidity at point of use to be within the band 21 Degrees Celsius +/- 2 Degrees Celsius. 40-
60%RH

ELECTRICAL POWER

Mains electricity will be available "24x7x365 at the voltage and frequency supplied by the electricity supply
company

EMERGENCY POWER SYSTEMS

lOOkVA of on-site generating capacity for Mitel specific use to be available "24x7x365"

SECURITY SYSTEMS

Security provision, via both manned and technology solutions, will be available "24x7x365"

                                                        38
Executed as a deed by ROBERT         ----------------------------------------
HITCHINS LIMITED acting by a         Director
Director and its Company Secretary


                                     ----------------------------------------
                                     Director/Secretary


Executed as a deed by MITEL          ----------------------------------------
NETWORKS LIMITED acting by a         Director
Director and its Company Secretary


                                     ----------------------------------------
                                     Director/Secretary




                                     39
THIS AGREEMENT is made the _____________ day of _____________ 2005 BETWEEN MITEL
NETWORKS LIMITED whose registered office is at Portskewett Monmouthshire ("the Seller") of the first part
ROBERT HITCHINS LIMITED whose registered office is at Rowan House Barnett Way Barnwood
Gloucester ("the Buyer") of the second part and CAXTON FACILITIES MANAGEMENT LIMITED whose
registered office is at Conway House St Mellons Business Park Cardiff ("the Manager") of the third part

SUPPLEMENTAL to an Agreement of 24 August 2005 and made between the Seller (1) and the Buyer (2)
("the Sale Agreement") and to an Agreement of even date made between the Buyer (1) and the Manager (2)
("the Facilities Management Agreement") WHEREBY IT IS AGREED as follows:-

DEFINITIONS

1. In this Agreement the following words and phrases shall have the following meanings:

          "Completion"                      The completion of the Sale Agreement

          "the Employees"                   The employees of the Seller who are engaged in the
                                            maintenance and management of the Property
                                            particulars of whom are set out in the Schedule
                                            hereto

          "the Property"                    ALL THAT land and property to be known as
                                            Castlegate Business Park being the premises
                                            registered at HM Land Registry under title number
                                            CYM62633

          "the Transfer Regulations"        The Transfer of Undertakings (Protection of
                                            Employment) Regulations 1981 (as amended)




                                                       1
THE CONTEXT

2. By virtue of the Sale Agreement the Seller has agreed to sell and the Buyer has agreed to purchase the
Property as a going concern

3. By virtue of the Facilities Management Agreement the Buyer has appointed the Manager as the Facilities
Manager responsible for the maintenance and management of the Property

4. The parties acknowledge and agree that as a result of the Sale Agreement and the Facilities Management
Agreement the business of maintaining the Property will be transferred to the Manager and that such transfer will
constitute a "relevant transfer" for the purposes of the Transfer Regulations and in consideration of each party
entering into the aforementioned agreements they hereby further agree as follows:

THE EMPLOYEES

5. The Manager acknowledges that on Completion the contracts of employment between the Seller and the
Employees shall have effect as if made between the Manager and the Employees (save only insofar as such
contracts relate to any occupational pensions scheme)

6. The Seller shall be liable for all wages bonuses national insurance contributions tax and any other outgoings due
or payable in respect of the Employees up to but excluding the date of Completion

7. The Manager shall engage all the Employees with effect from Completion on the same terms and conditions as
those on which they were previously employed by the Seller and shall be responsible for all wages bonuses
national insurance contributions tax and other outgoings due or payable in respect of the Employees on and with
effect from Completion

                                                         2
8. The Manager will also assume any outstanding obligations of the Seller in respect of accrued holiday
entitlements and accrued holiday pay of the Employees with effect from Completion

9. The Manager undertakes to continue to recognise the Employees' rights to membership of a trade union

INFORMATION

10 On or as soon as practicable after Completion the Manager shall notify the Employees of the transfer of their
employment the form of such notice to be agreed with the Seller

11 The Manager undertakes with the Seller that it will comply with its obligations under Regulations 10 and 11 of
the Transfer Regulations and will provide to the Seller in writing such information at such times as will enable the
Seller to fulfil its obligations thereunder

12 On or as soon as practicable after Completion the Seller shall deliver to the Manager copies of all PAYE and
national insurance records and of any other documents or records which are relevant to the Employees

13 The Seller will at the reasonable request of the Manager (and at the Manager's expense) provide to the
Manager in relation to any of the Employees such information or documents which are not delivered to the
Manager at Completion but which the Manager may reasonably require relating to the employment of the
Employees or their health welfare or any other similar matter

WARRANTIES AND INDEMNITIES

14 The Seller hereby warrants to the Buyer and to the Manager that there is no one other than the Employees
who is engaged in the maintenance or management of the Property

                                                         3
15 In consideration of the sum of one hundred and sixty eight thousand pounds (L168,000) now paid by the
Seller to the Buyer and forthwith by the Buyer to the Manager the Buyer and the Manager shall indemnify the
Seller against all costs claims demands and liabilities arising out of the Employees' employment (other than as
specified in clause 6 above) including any claims arising out of the failure by the Manager to comply with the
Transfer Regulations or any change by the Manager in the Employees' terms and conditions of employment or the
termination by the Manager of such employment

16 The Manager shall indemnify the Buyer against any claim made by the Seller against the Buyer pursuant to
clause 15

17 The parties will inform each other as soon as reasonably practical of any claim which may give rise to an
indemnity under the preceding clauses of this Agreement and shall co-operate with each other in relation to any
such claim and shall not settle or compromise any such claim without the prior written consent of the indemnifying
party (such consent not to be unreasonably withheld or delayed)

18 This Agreement will be governed by and construed in accordance with the law of England and Wales

AS WITNESS the hands of the parties hereto or their duly authorised agents the day and year first before written

                                               THE SCHEDULE

                           POSITION                                   EMPLOYEE NAME
                           --------                                   -------------
                           Facilities Team Leader                     Allan McCabe
                           Facilities Specialist                      Phillip Trigg
                           Facilities Technician                      John Shaw
                           Plant Services Technical Engineer          David Hughes
                           Plant Services Engineer                    David Reynolds




                                                        4
Signed by


duly authorised agent of
MITEL NETWORKS LIMITED
and on its behalf

Signed by


duly authorised agent of
ROBERT HITCHINS LIMITED
and on its behalf

Signed by


duly authorised agent of
CAXTON FACILITIES MANAGEMENT LIMITED
and on its behalf

                                 5
                                                  EXHIBIT 4.7

                                              EXECUTION COPY

                                 REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of April 27, 2005, by and among
Mitel Networks Corporation, a corporation incorporated under the laws of Canada, with headquarters located at
350 Legget Drive, Ottawa, Ontario, Canada, K2K 2W7 (the "COMPANY"), and the undersigned buyers
(each, a "BUYER", and collectively, the "BUYERS").

                                                   WHEREAS:

A. The Company has authorized the issuance of US$55,000,000 aggregate principal amount of its Senior
Secured Convertible Notes (the "NOTES"), which will, among other things, be convertible into Common Shares
(as defined below) (as converted, the "CONVERSION SHARES") in accordance with the terms of the Notes.

B. In connection with the Securities Purchase Agreement by and among the parties hereto of even date herewith
(the "SECURITIES PURCHASE AGREEMENT"), the Company has agreed, upon the terms and subject to the
conditions set forth in the Securities Purchase Agreement, to issue and sell to the Buyers the Notes and
16,500,000 warrants (the "WARRANTS"), which will be exercisable to purchase Common Shares (as exercised
collectively, the "WARRANT SHARES").

C. To induce the Buyers to execute and deliver the Securities Purchase Agreement, the Company has agreed to
provide certain registration rights under the United States Securities Act of 1933, as amended, and the rules and
regulations thereunder, or any similar successor statute (collectively, the "1933 ACT"), and applicable state
securities laws.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company
and each of the Buyers hereby agree as follows:

1. Definitions.

Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the
Securities Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

"1933 ACT" has the meaning set forth in Recital C hereto.

"1934 ACT" means the United States Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder or any similar successor statute.

"AFFILIATE" of any specified Person means any other Person directly or indirectly controlling or controlled by
or under direct or indirect common control with such specified Person. For the purposes of this definition,
"control" (including, with correlative meanings, the terms "controlling," "controlled by" and "under common control
with"), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct
or cause the
direction of the management or policies of such Person whether through the ownership of voting securities or by
agreement or otherwise.

"APPLICABLE REGISTRATION STATEMENT" has the meaning set forth in
Section 2.2(b) hereof.

"BUSINESS DAY" means any day other than Saturday, Sunday or any other day on which commercial banks in
The City of New York are authorized or required by law to remain closed.

"BUYERS" has the meaning set forth in the preamble of this Agreement.

"CLOSING DATE" means the date of the closing of the sale of the Notes as contemplated by the Securities
Purchase Agreement.

"COMMON SHARES" means the common shares, no par value, of the Company, as it exists on the date of this
Agreement and any other shares of capital stock or other securities of the Company into which such Common
Shares may be reclassified or changed, together with any and all other securities which may from time to time be
issuable upon conversion of Notes or exercise of Warrants.

"COMPANY" has the meaning set forth in the preamble of this Agreement.

"CONVERSION SHARES" has the meaning set forth in Recital A of this Agreement.

"EFFECTIVE DATE" means the date the Registration Statement is declared effective by the SEC.

"EXISTING REGISTRATION RIGHTS AGREEMENT" means the Registration Rights Agreement, dated as of
April 23, 2004, among the Company and EdgeStone Capital Equity Fund II-B GP, Inc., EdgeStone Capital
Equity Fund II Nominee, Inc., Mitel Systems Corporation, Mitel Knowledge Corporation, Zarlink
Semiconductor Inc., Power Technology Investment Corporation and Wesley Clover Corporation.

"EXISTING DEMAND REGISTRATION RIGHTS" means the registration rights set forth in Section 2.1 of the
Existing Registration Rights Agreement.

"EXISTING INCIDENTAL REGISTRATION RIGHTS" means the registration rights set forth in Section 2.3 of
the Existing Registration Rights Agreement.

"HOLDER" means a Person who is a holder or beneficial owner of Transfer Restricted Securities; provided that,
unless otherwise expressly stated herein, a holder of Notes or Warrants shall be deemed to be a holder of such
Transfer Restricted Securities into which such Notes are convertible and such Warrants are exercisable.

"HOLDER INFORMATION" with respect to any Holder means information with respect to such Holder
required to be included in any Registration Statement or the related Prospectus pursuant to the 1933 Act and
which information is included therein in reliance upon

                                                       2
and in conformity with information furnished to the Company in writing by such Holder specifically for inclusion
therein.

"INCIDENTAL REGISTRATION" means a registration required to be effected by the Company pursuant to
Section 2.2.

"INCIDENTAL REGISTRATION STATEMENT" means a registration statement of the Company which
covers the offer and sale of Transfer Restricted Securities in respect of an Incidental Registration pursuant to the
provisions of Section 2.2 and all amendments and supplements to such registration statement, including post-
effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material
incorporated by reference (or deemed to be incorporated by reference) therein.

"LEGAL COUNSEL" means one firm or counsel designated by the Company (and reasonably acceptable to the
Majority Holders acting on behalf of the Holders) to act as counsel for the Holders in connection therewith,
which firm shall be Schulte Roth & Zabel LLP or such other counsel as may reasonably be acceptable to the
Majority Holders.

"LOSSES" has the meaning set forth in Section 6(d) hereof.

"MAJORITY HOLDERS" means the Holders of a majority of the Transfer Restricted Securities.

"NASD" means the National Association of Securities Dealers, Inc.

"NON-PUBLIC INCIDENTAL REGISTRATION NOTICE" has the meaning set forth in Section 2.2(a) of this
Agreement.

       "NON-PUBLIC INCIDENTAL REGISTRATION NOTICE PERIOD" has the meaning

set forth in Section 2.2(a) of this Agreement.

"NON-QUALIFIED IPO" means the initial firm commitment fully underwritten public offering of the Common
Shares by an investment banking firm, with such Common Shares listed on a securities exchange.

"NOTES" has the meaning set forth in Recital A hereto.

"NOTICE AND QUESTIONNAIRE" means a Selling Security Holder Notice and Questionnaire substantially in
the form of Exhibit A attached hereto.

"NOTICE HOLDER" means any Holder of Transfer Restricted Securities that has delivered a properly
completed and signed Notice and Questionnaire to the Company in accordance with Section 2.1(b) hereof.

"PERSON" has the meaning set forth in the Securities Purchase Agreement.

"POST-EFFECTIVE AMENDMENT" has the meaning set forth in Section 2.1(b)(ii) of this Agreement.

                                                         3
"PROSPECTUS" means the prospectus included in any Registration Statement (including, without limitation, a
prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration
statement in reliance upon Rule 430A under the 1933 Act), as amended or supplemented by any prospectus
supplement, with respect to the terms of the offering of any portion of Transfer Restricted Securities covered by
such Registration Statement, and all amendments and supplements to such prospectus, including all documents
incorporated or deemed to be incorporated by reference in such prospectus.

"QUALIFIED IPO" has the meaning set forth in the Notes.

"QUESTIONNAIRE DEADLINE" has the meaning set forth in Section 2.1
(b) hereof.

"REGISTRATION STATEMENT" means the Incidental Registration Statement or the Shelf Registration
Statement, as the case may be.

"RULE 144" means Rule 144 under the 1933 Act (or any successor provision promulgated by the SEC).

"RULE 144A" means Rule 144A under the 1933 Act (or any successor provision promulgated by the SEC).

"RULE 144(k)" means Rule 144(k) under the 1933 Act (or any successor provision promulgated by the SEC).

"RULE 415" means Rule 415 under the 1933 Act (or any successor provision promulgated by the SEC).

"SEC" means the Securities and Exchange Commission.

"SECURITIES PURCHASE AGREEMENT" has the meaning set forth in Recital B hereto.

"SHELF REGISTRATION" means a registration effected pursuant to
Section 2.1 hereof.

"SHELF REGISTRATION PERIOD" has the meaning set forth in Section
2.l(c) hereof.

"SHELF REGISTRATION STATEMENT" means any "shelf registration statement of the Company filed
pursuant to the provisions of Section 2.1 hereof which covers resales of the Transfer Restricted Securities on
Form S-3 or Form F-3 or on another appropriate form (as determined by the Company) for an offering to be
made on a delayed or continuous basis pursuant to Rule 415 and all amendments and supplements to any such
registration statement, including post-effective amendments, in each case including the Prospectus contained
therein, all exhibits thereto and all material incorporated by reference (or deemed to be incorporated by
reference) therein.

"SPECIAL INTEREST PAYMENTS" has the meaning set forth in Section 2.1(e) hereof.

"SPECIAL INTEREST TRIGGER" has the meaning set forth in Section 2.1(e) hereof.

                                                         4
"SUSPENSION PERIOD" has the meaning set forth in Section 2.1(d) hereof.

"TRANSFER RESTRICTED SECURITIES" means (i) the Conversion Shares issued or issuable upon
conversion of the Notes (and any security issued with respect thereto upon any stock dividend, stock split or
similar event) that are represented by certificates that bear, or, upon issuance thereof, are required to bear, a
U.S. restricted legend in accordance with the terms of the Securities Purchase Agreement, and (ii) the Warrant
Shares issued or issuable upon exercise of the Warrants (and any security issued with respect thereto upon any
stock dividend, stock split or similar event) that are represented by certificates that bear, or, upon issuance
thereof, are required to bear, a U.S. restricted legend in accordance with the terms of the Securities Purchase
Agreement, until the earliest of the date on which the Conversion Shares and the Warrant Shares, or any security
issued with respect thereto upon any stock dividend, stock split or similar event, as the case may be: (i) has been
transferred pursuant to a Registration Statement or another registration statement covering such Conversion
Shares and Warrant Shares which has been filed with the SEC pursuant to the 1933 Act, in either case after such
registration statement has become effective and while such registration statement is effective under the 1933 Act;
(ii) has been transferred pursuant to Rule 144; (iii) has been transferred pursuant to Rule 904 of Regulation S
under the 1933 Act; (iv) may be sold or transferred pursuant to Rule 144(k) (assuming in the case of Warrant
Shares that they are, and will be, issued pursuant to a Cashless Exercise (as defined in the Warrants)); or (v)
ceases to be outstanding.

"UNDERWRITERS" means the underwriters, if any, of the offering being registered under the 1933 Act.

"UNDERWRITTEN OFFERING" means a sale of securities of the Company to an Underwriter or Underwriters
for reoffering to the public.

"WARRANTS" has the meaning set forth in Recital B hereto.

"WARRANT SHARES" has the meaning set forth in Recital B hereto.

All references in this Agreement to financial statements and schedules and other information which is "contained,"
"included," or "stated" in the Registration Statement, any preliminary Prospectus or Prospectus (and all other
references of like import) shall be deemed to mean and include all such financial statements and schedules and
other information incorporated or deemed to be incorporated by reference in such Registration Statement,
preliminary Prospectus or Prospectus, as the case may be; and all references in this Agreement to amendments or
supplements to the Registration Statement, any preliminary Prospectus or Prospectus shall be deemed to mean
and include any document filed with the SEC under the 1934 Act, after the date of such Registration Statement,
preliminary Prospectus or Prospectus, as the case may be, which is incorporated or deemed to be incorporated
by reference therein.

2. Registration Statements.

2.1 Shelf Registration Statement.

a. The Company shall, at its expense, prepare and file with the SEC, promptly following completion of the
Qualified IPO, or solely relating to the Warrant Shares,

                                                        5
promptly following completion of the first to occur of a Qualified IPO or a Non-Qualified IPO, a Shelf
Registration Statement with respect to resales of the Transfer Restricted Securities by the Holders from time to
time on a delayed or continuous basis pursuant to Rule 415 and in accordance with the methods of distribution
set forth in such Shelf Registration Statement and thereafter shall use its reasonable best efforts to cause such
Shelf Registration Statement to be declared effective under the 1933 Act within 180 days after the completion of
the Qualified IPO, or in the case of Warrant Shares, within 180 days after the completion of the first to occur of a
Qualified IPO or a Non-Qualified IPO. The Company shall supplement or amend the Shelf Registration
Statement if required by the rules, regulations or instructions applicable to the registration form used by the
Company for the Shelf Registration Statement, or by the 1933 Act, the 1934 Act or the SEC. The Company
shall not register any Common Shares or any other securities for the benefit of any Person other than the
Company or, in the case of a Qualified IPO or a Non-Qualified IPO, a holder of Existing Incidental Registration
Rights, in advance of registering the Transfer Restricted Securities pursuant to this Section 2.1.

b. (i) The Company shall name each Holder that delivers a properly completed and signed Notice and
Questionnaire to the Company as a selling holder of Transfer Restricted Securities in the Shelf Registration
Statement. A Holder of Transfer Restricted Securities may include such securities in the Shelf Registration
Statement only if the Holder sends by first-class registered mail or by courier with delivery confirmation, a
properly completed Notice and Questionnaire to the Company. The Company shall deliver the Notice and
Questionnaire to the Holders within five (5) Business Days of completion of the Qualified IPO, or in the case of
Warrant Shares, within five
(5) Business Days of completion of the first to occur of a Qualified IPO or a Non-Qualified IPO. In order to be
included in the Shelf Registration Statement at the time of its effectiveness, the Notice and Questionnaire must be
sent on or prior to the 10th Business Day after the date the Notice and Questionnaire is delivered by the
Company in accordance with this Section 2.l(b)(i) (or, in the case of a Holder that is a transferee of Transfer
Restricted Securities, on or prior to the earlier of (x) the 20th Business Day after the completion of the transfer of
Transfer Restricted Securities to the transferee and (y) 9:00 a.m., New York time, on the fifth Business Day prior
to initial effectiveness of the Shelf Registration Statement, in each case provided that the Company has delivered
the Notice and Questionnaire in accordance with this Section 2.1(b)(i)) (in any case, the "QUESTIONNAIRE
DEADLINE").

(ii) Following the effectiveness of the Shelf Registration Statement, upon receipt of a completed Notice and
Questionnaire from a Holder, the Company will, as promptly as practicable, but in any event within ten (10)
Business Days after its receipt thereof, file any supplements to the related Prospectus or file any post-effective
amendment to the Shelf Registration Statement that is required by applicable law to cause a Holder to be named
as a selling securityholder in the Shelf Registration Statement and permit such Holder to deliver the Prospectus to
purchasers of Transfer Restricted Securities (a "POST-EFFECTIVE AMENDMENT") (subject to the right of
the Company to suspend the use of the Prospectus as described in Section 2.1(d) hereof); provided, however,
that (i) if a supplement to the related Prospectus is required to permit the Holder (or other Holders not included in
the Shelf Registration Statement upon effectiveness) to deliver the Prospectus to purchasers of Transfer
Restricted Securities, the Company shall not be required to file more than one (1) such supplement during any
thirty (30) day period and
(ii) if a post effective amendment to the Shelf Registration Statement is required to permit the Holder (or other
Holders not included in the Shelf Registration Statement upon

                                                          6
effectiveness) to deliver the Prospectus to purchasers of Transfer Restricted Securities, the Company shall not be
required to file more than one (1) post-effective amendment to the Shelf Registration Statement in any ninety (90)
day period. The Company shall use its reasonable best efforts to cause any such post-effective amendment to
become effective under the 1933 Act as promptly as is practicable; provided, that if a Notice and Questionnaire
is delivered to the Company during a Suspension Period, the Company shall not be obligated to amend the Shelf
Registration Statement or supplement the Prospectus until the termination of such Suspension Period.

(iii) Each Holder as to which the Shelf Registration Statement is being effected shall furnish promptly to the
Company (x) such other information as the Company may reasonably request for use in connection with the Shelf
Registration Statement or Prospectus or in any application to be filed with or under state securities laws and (y)
all information required to be disclosed in order to make the information previously furnished to the Company by
such Holder not misleading.

c. The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously
effective, supplemented and amended under the 1933 Act in order to permit the Prospectus forming a part
thereof to be usable, subject to Section 2(d) hereof, by all Notice Holders until there ceases to be any Transfer
Restricted Securities outstanding (such period being called the "SHELF REGISTRATION PERIOD"). The
Company will, in order to fulfill its obligations and this Section 2.1(c): (x) subject to Section 2.1(b)(ii) and 2.1(d),
use its reasonable best efforts to prepare and file with the SEC such amendments and post-effective amendments
to the Shelf Registration Statement as may be necessary to keep the Shelf Registration Statement continuously
effective for the Shelf Registration Period; (y) subject to Section 2.1(b)(ii) and 2.1(d), cause the related
Prospectus to be supplemented by any required supplement, and as so supplemented to be filed pursuant to Rule
424 (or any similar provisions then in force) under the 1933 Act; and (z) comply in all material respects with the
provisions of the 1933 Act with respect to the disposition of all Transfer Restricted Securities covered by the
Shelf Registration Statement during the Shelf Registration Period.

d. The Company may suspend the availability of any Shelf Registration Statement and the use of any Prospectus
(the period during which the availability of any Shelf Registration Statement and any Prospectus may be
suspended herein referred to as the "SUSPENSION PERIOD"), without incurring any obligation to pay Special
Interest Payments pursuant to Section 2.1(e), for a period not to exceed: (i) 30 consecutive days at any one time;
(ii) 45 days in the aggregate in any three-month period; or (iii) 90 days in the aggregate during any 12-month
period, in each case only for valid business reasons, to be determined in good faith by the Company in its
reasonable judgment (which shall not include the avoidance of the Company's obligations hereunder), including,
without limitation, the acquisition or divestiture of assets, pending corporate developments, events listed in
Section 3(c), public filings with the SEC and similar events; provided, that the Company promptly thereafter
complies with the requirements of Section 3(j) hereof, if applicable, and provided further that, if a Post-Effective
Amendment is required by applicable law to cause a Holder to be named as a selling securityholder in the Shelf
Registration Statement, the period of time between the filing and the effectiveness of any Post-Effective
Amendment shall be not deemed to be a Suspension Period

                                                           7
hereunder. The first day of any Suspension Period must be at least two (2) trading days after the last day of any
prior Suspension Period.

e. If: (i) the Shelf Registration Statement has not been declared effective by the SEC on or prior to the date that is
180 days following the completion of the Qualified IPO, or in the case of Warrant Shares, on or prior to the date
that is 180 days following the completion of the first to occur of a Qualified IPO or a Non-Qualified IPO; or (ii)
the Shelf Registration Statement is filed and declared effective but shall thereafter cease to be effective (without
being succeeded within 3 Business Days by a replacement Shelf Registration Statement filed and declared
effective) or usable (including as a result of a Suspension Period) for the offer and sale of Transfer Restricted
Securities for a period of time (including any Suspension Period) which exceeds:
(x) 30 consecutive days at any time; (y) 45 days in the aggregate in any three- month period; or (z) 90 days in the
aggregate in any 12-month period (each such event referred to in clauses (i) and (ii), a "SPECIAL INTEREST
TRIGGER"), provided that any suspension of the Shelf Registration Statement as a result of the time required by
the SEC to declare effective a post- effective amendment to the Shelf Registration Statement in connection with
the Company's obligation to file such an amendment pursuant to Section 2.1(b)(ii) hereof shall not be included in
the calculation of a Special Interest Trigger; the Company shall pay to each Notice Holder, as additional Interest
(as defined in the Notes) under any outstanding Notes held by such Notice Holder, during any period in which a
Special Interest Trigger has occurred or is continuing, as partial relief (which remedy shall not be exclusive of any
other remedies available at law or in equity), in an amount (the "SPECIAL INTEREST PAYMENTS") equal to
one-half of one percent (50 basis points) per annum per US$1,000 principal amount of such outstanding Notes
during which such Special Interest Trigger has occurred and is continuing, it being understood that all calculations
pursuant to this and the preceding sentence shall be carried out to five decimal places. Following the cure of all
Special Interest Triggers, Special Interest Payments will cease to accrue with respect to such Special Interest
Triggers. All accrued Special Interest Payments shall be paid by the Company on each Interest Date (as defined
in the Note) to the date of such cure and Special Interest Payments will be calculated on the basis of a 360-day
year consisting of twelve 30-day months. Notwithstanding anything in the Agreement to the contrary, Special
Interest Payments shall only be payable to Notice Holders.

f. Immediately upon the occurrence or the termination of a Special Interest Trigger, the Company shall give the
Notice Holders, so long as any Notes remain outstanding, notice of such commencement or termination of the
obligation to pay Special Interest Payments with regard to the Notes, and the amount thereof and of the nature of
the default giving rise to such commencement or the event giving rise to such termination, as the case may be, and
prior to receipt of such notice the Notice Holders shall be entitled to assume that no such commencement or
termination has occurred.

2.2 Incidental Registration Statement.

a. (i) Following a Qualified IPO or a Non-Qualified IPO, if the Company at any time or from time to time
proposes or is required to register any of its securities under the 1933 Act (other than (x) in a registration on
Form F-4, S-4, F-8, F-80 or S-8 or any successor form to such forms for compensatory, bonus or other similar
plans, dividend reinvestment plans and stock purchase plans, or (y) at such times as a Shelf Registration

                                                          8
Statement is effective) whether or not pursuant to registration rights granted to other holders of its securities and
whether or not for sale for its own account, the Company shall deliver prompt written notice (which notice shall
be given (i) in the event that the Company has publicly disclosed such proposed registration, at least thirty (30)
calendar days prior to such proposed registration and (ii) in the event that the Company has not publicly
disclosed such proposed registration (a "NON-PUBLIC INCIDENTAL REGISTRATION NOTICE"), no
more than ten (10) Business Days prior to the filing of such proposed registration with the SEC (such period not
in excess of ten (10) Business Days, the "NON-PUBLIC INCIDENTAL REGISTRATION NOTICE
PERIOD")) to all Holders of its intention to undertake such registration, describing in reasonable detail the
proposed registration and distribution (including the anticipated range of the proposed offering price, the class
and number of securities proposed to be registered and the distribution arrangements) and of such Holders' right
to participate in such registration under this Section 2.2 as hereinafter provided. If the Holder elects to participate
in such proposed registration, the Holder shall keep the contents of any Non-Public Incidental Registration
Notice confidential prior to the filing of such proposed registration with the SEC and if the Holder has elected not
to participate in such proposed registration, the Holder shall keep the contents of any Non-Public Incidental
Registration Notice confidential during the Non-Public Incidental Registration Notice Period. Subject to the other
provisions of this Section 2.2(a) and Section 2.2(b), upon the written request of any Holder made within twenty
(20) calendar days, or in the case of a Non-Public Incidental Registration Notice, within five (5) Business Days,
after the receipt of such written notice (which request shall specify the amount of Transfer Restricted Securities to
be registered and the intended method of disposition thereof), the Company shall effect the registration under the
1933 Act of all Transfer Restricted Securities requested by Holders to be so registered (an "INCIDENTAL
REGISTRATION"), to the extent requisite to permit the disposition (in accordance with the intended methods
thereof as aforesaid) of the Transfer Restricted Securities so to be registered, by inclusion of such Transfer
Restricted Securities in the Incidental Registration Statement and shall cause such Registration Statement to
become and remain effective with respect to such Transfer Restricted Securities in accordance with the
registration procedures set forth in Section 3. If an Incidental Registration involves an Underwritten Offering,
immediately upon notification to the Company from the Underwriter of the price at which such securities are to be
sold, the Company shall so advise each participating Holder. The Holders requesting inclusion in an Incidental
Registration may, at any time prior to the Effective Date of the Incidental Registration Statement (and for any
reason), revoke such request by delivering written notice to the Company revoking such requested inclusion.

(ii) If at any time after giving written notice of its intention to register any securities and prior to the Effective Date
of the Incidental Registration Statement filed in connection with such registration, the Company shall determine for
any reason not to register or to delay registration of such securities, the Company may, at its election, give written
notice of such determination to each Holder and, thereupon, (A) in the case of a determination not to register, the
Company shall be relieved of its obligation to register any Transfer Restricted Securities in connection with such
registration (but not from its obligation to pay the fees and expenses incurred in connection therewith as set forth
in Section 4), without prejudice, however, to the Company's obligation to effect a registration under Section 2.1,
and (B) in the case of a determination to delay such registration, the Company shall be permitted to delay the
registration of such Transfer Restricted Securities for the same period as the delay in registering such other
securities; provided, however, that if such delay shall extend beyond 120 days from the date the

                                                            9
Company received a request to include Transfer Restricted Securities in such Incidental Registration, upon
making the determination to proceed with such registration the Company shall again give all Holders the
opportunity to participate therein and shall follow the notification procedures set forth in the preceding paragraph.
There is no limitation on the number of such Incidental Registrations pursuant to this Section 2.2 which the
Company is obligated to effect.

(iii) The registration rights granted pursuant to the provisions of this Section 2.2 shall be in addition to the
registration rights granted pursuant to the other provisions of Section 2 hereof.

b. If an Incidental Registration involves an Underwritten Offering (on a firm commitment basis), and the sole or
the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in
writing (with a copy to each Holder requesting registration) on or before the date five days prior to the date then
scheduled for such offering that, in its opinion, the amount of securities (including Transfer Restricted Securities)
requested to be included in such registration exceeds the amount which can be sold in such offering without
materially interfering with the successful marketing of the securities being offered (such writing to state the basis of
such opinion and the approximate number of such securities which may be included in such offering without such
effect), the Company shall include in such registration, to the extent of the number which the Company is so
advised may be included in such offering without such effect, (i) in the case of a registration initiated by the
Company, (A) first, the securities that the Company proposes to register for its own account, (B) second, other
securities of the Company to be registered on behalf of holders of Existing Incidental Registration Rights in
accordance with the terms of the Existing Registration Rights Agreement, (C) third, the Transfer Restricted
Securities requested to be included in such registration by the Holders, allocated pro rata in proportion to the
number of Transfer Restricted Securities requested to be included in such registration by each of them, and (D)
fourth, other securities of the Company to be registered on behalf of any other Person, and (ii) in the case of a
registration initiated by any Person other than the Company, (A) first, the securities of the Company to be
registered on behalf of holders of Existing Demand Registration Rights, (B) second, the Transfer Restricted
Securities requested to be included in such registration by the Holders, allocated pro rata in proportion to the
number of Transfer Restricted Securities requested to be included in such registration by each of them, (C) third,
other securities of the Company to be registered on behalf of any other Person, and (D) fourth, any securities that
the Company proposes to register for its own account; provided, however, that in the event any Holder who
requests to be included in such registration is not so included with respect to all of the Transfer Restricted
Securities it has requested to be included, and any other Person, other than the Company, is included in such
registration, the Company shall, at its expense, prepare and file with the SEC, concurrently with the filing of the
registration statement (the "Applicable Registration Statement") for the underwritten offering described in this
Section 2.2(b), a Shelf Registration Statement with respect to resales, from time to time, of the Transfer
Restricted Securities that were not included in the Applicable Registration Statement, substantially in accordance
with the procedures for Shelf Registration set forth in Section 2.1 hereof and on terms no less favorable to the
Holders than the terms and conditions for the holders of securities under the Applicable Registration Statement
(other than such terms that specifically relate to differences between the firm commitment underwritten nature of
the Applicable Registration

                                                           10
Statement and the continuous offering nature of the Shelf Registration Statement), and shall cause such Shelf
Registration Statement to become effective as soon as reasonably practicable.

3. Registration Procedures.

In connection with any Registration Statement, the following provisions shall apply:

a. The Company shall: (i) furnish to the Holders, within a reasonable period of time, but in any event within four
(4) Business Days prior to the filing thereof with the SEC to afford the Holders and their counsel a reasonable
opportunity for review and to participate in the preparation thereof, a copy of each Registration Statement, and
each amendment thereof, and a copy of each Prospectus, and each amendment or supplement thereto (excluding
amendments caused by the filing of a report under the 1934 Act); and (ii) include information regarding the
Notice Holders and the methods of distribution they have elected for their Transfer Restricted Securities provided
to the Company in Notice and Questionnaires as necessary to permit such distribution by the methods specified
therein.

b. Subject to Section 2.1(d), the Company shall ensure that:
(i) any Registration Statement and any amendment thereto and any Prospectus forming a part thereof and any
amendment or supplement thereto comply as to form in all material respects with the 1933 Act; (ii) any
Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue
statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the
statements therein not misleading; and
(iii) any Prospectus forming a part of any Registration Statement, and any amendment or supplement to such
Prospectus, does not include an untrue statement of a material fact or omit to state a material fact necessary in
order to make the statements therein, in the light of the circumstances under which they were made, not
misleading; provided that the Company makes no representation with respect to any Holder Information.

c. The Company, as promptly as reasonably practicable (but in any event within two (2) Business Days), shall
notify each Notice Holder:

(i) When a Registration Statement or any post-effective amendment thereto or any Prospectus or any supplement
thereto has been filed with the SEC and when the Registration Statement or any post-effective amendment
thereto has become effective which notice and confirmation can be made at the election of the Company by
making a public announcement thereof by release made to Reuters Economic Services, Bloomberg Business
News or a similar service;

(ii) of any request, following effectiveness of the Registration Statement under the 1933 Act, by the SEC or any
other federal or state governmental authority for amendments or supplements to the Registration Statement or the
Prospectus or for additional information (other than any such request relating to a review of the Company's 1934
Act filings);

(iii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending
the effectiveness of the Registration

                                                         11
Statement or of any order preventing or suspending the use of any Prospectus or the initiation or threat of any
proceedings for that purpose;

(iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or
exemption from qualification of the Transfer Restricted Securities included in any Registration Statement for sale
in any jurisdiction or the initiation or threat of any proceeding for that purpose;

(v) of the occurrence of, but not the nature of or details concerning, any event or the existence of any condition
that requires the making of any changes in the Registration Statement or the Prospectus or any document
incorporated by reference therein so that, as of such date, the statements therein are not misleading and the
Registration Statement or the Prospectus or any document incorporated by reference therein, as the case may be,
does not include an untrue statement of a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein (in the case of the Prospectus, in the light of the circumstances under
which they were made) not misleading;

(vi) of the Company's determination that a post-effective amendment to the Registration Statement is necessary
(other than a post-effective amendment pursuant to Section 2.1(b)(ii)); and

(vii) of the commencement (including as a result of any of the events or circumstances described in paragraph (ii)
above) and termination of any Suspension Period.

d. The Company shall use its reasonable best efforts to obtain: (i) the withdrawal of any order suspending the
effectiveness of any Registration Statement and the use of any related Prospectus; and (ii) the lifting of any
suspension of the qualification (or exemption from qualification) of any of the Transfer Restricted Securities for
offer or sale in any jurisdiction in which they have been qualified for sale, in each case at the earliest possible time,
and shall provide notice to each Notice Holder of the withdrawal of any such orders or suspensions.

e. The Company shall promptly furnish to each Notice Holder, without charge, at least one copy of any
Registration Statement and any post-effective amendment thereto, excluding all documents incorporated or
deemed to be incorporated therein by reference and all exhibits thereto.

f. The Company shall promptly furnish to the Legal Counsel (i) copies of any correspondence from the SEC or
the staff of the SEC to the Company or its representatives relating to any Registration Statement, (ii) promptly
after the same is prepared and filed with the SEC, one copy of any Registration Statement and any amendment(s)
thereto, including financial statements and schedules, all documents incorporated therein by reference, if
requested by a Notice Holder, and all exhibits and (iii) upon the effectiveness of any Registration Statement, one
copy of the prospectus included in such Registration Statement and all amendments and supplements thereto.

                                                           12
g. The Company shall, at the Effective Date, promptly provide each Notice Holder a copy of the Prospectus
included in the Registration Statement and during the Shelf Registration Period or the period of time during which
any Incidental Registration Statement is effective, as applicable, promptly deliver to each Notice Holder, without
charge, as many copies of the Prospectus (including each preliminary Prospectus) included in any Registration
Statement, and any amendment or supplement thereto, as such person may reasonably request and except as
provided in Sections 2.1(d) and 3(r) hereof; and the Company hereby consents to the use of the Prospectus and
any amendment or supplement thereto by each of the selling Notice Holders in connection with the offering and
sale of the Transfer Restricted Securities covered by the Prospectus or any amendment or supplement thereto.

h. The Company shall submit to the SEC, within two (2) Business Days after the Company learns that no review
of a particular Registration Statement will be made by the staff of the SEC or that the staff has no further
comments on a particular Registration Statement, as the case may be, a request for acceleration of effectiveness
of such Registration Statement to a time and date not later than 48 hours after the submission of such request.

i. Prior to any offering of Transfer Restricted Securities pursuant to any Registration Statement, the Company
shall register or qualify or cooperate with the Notice Holders and their respective counsel in connection with the
registration or qualification (or exemption from such registration or qualification) of such Transfer Restricted
Securities for offer and sale, under the securities or blue sky laws of such jurisdictions within the United States as
any such Notice Holders reasonably request and shall maintain such qualification in effect during the Shelf
Registration Period or the period of time during which any Incidental Registration Statement is effective, as
applicable, and do any and all other acts or things necessary or advisable to enable the offer and sale in such
jurisdictions of the Transfer Restricted Securities covered by such Registration Statement; provided, however,
that the Company will not be required to: (i) qualify generally to do business as a foreign, corporation or as a
dealer in securities in any jurisdiction where it is not then so qualified or, (ii) take any action which would subject
it to service of process or taxation in excess of a nominal dollar amount in any such jurisdiction where it is not
then so subject.

j. The Company shall cooperate with the Notice Holders to facilitate the timely preparation and delivery of
certificates representing Transfer Restricted Securities sold pursuant to any Registration Statement free of any
restrictive legends that are placed on such certificates in accordance with the Securities Purchase Agreement, the
Notes and the Warrants, as applicable.

k. Subject to the exceptions contained in (i) and (ii) of
Section 3(i) above, the Company shall use its reasonable best efforts to cause the Transfer Restricted Securities
covered by the applicable Registration Statement to be registered with or approved by such other federal, state
and local governmental agencies or authorities, and self-regulatory organizations in the United States as may be
necessary to enable the Notice Holders to consummate the disposition of such Transfer Restricted Securities as
contemplated by the Registration Statement; without limitation to the foregoing, the Company shall provide all
such information as may be required by the NASD in connection with the offering under the Registration
Statement of the Transfer Restricted Securities (including, without limitation, such as may be required by NASD

                                                          13
Rule 2710 or 2720), and shall cooperate with each Notice Holder in connection with any filings required to be
made with the NASD by such Notice Holder in that regard.

1. Upon the occurrence of any event described in Section 3(c)(iv) or 3(c)(v) hereof, the Company shall promptly
prepare and file with the SEC a post-effective amendment to any Registration Statement, or an amendment or
supplement to the related Prospectus, or any document incorporated therein by reference, or file a document
which is incorporated or deemed to be incorporated by reference in such Registration Statement or Prospectus,
as the case may be, so that, as thereafter delivered to purchasers of the Transfer Restricted Securities included
therein, the Registration Statement and the Prospectus, in each case as then amended or supplemented, will not
include an untrue statement of a material fact or omit to state any material fact required to be stated therein or
necessary in order to make the statements therein (in the case of the Prospectus, in the light of the circumstances
under which they were made) not misleading and, in the case of a post-effective amendment, use its reasonable
best efforts to cause it to become effective as promptly as practicable; provided that the Company's obligations
under this paragraph (1) shall be suspended if the Company has suspended the use of the Prospectus in
accordance with Section 2.1(d) hereof and given notice of such suspension to Notice Holders, it being
understood that the Company's obligations under this Section 3(1) shall be automatically reinstated at the end of
such Suspension Period.

m. The Company shall provide, prior to the effective date of any Registration Statement hereunder, a CUSIP
number for the Transfer Restricted Securities registered under such Registration Statement.

n. The Company shall use its reasonable best efforts to comply with all applicable rules and regulations of the
SEC and shall make generally available to its security holders an earnings statement satisfying the provisions of
Section 1l(a) of the 1933 Act and Rule 158 promulgated by the SEC thereunder (or any similar rule promulgated
under the 1933 Act) for a 12-month period commencing on the first day of the first fiscal quarter of the Company
commencing after the effective date of any Registration Statement or each post-effective amendment to any
Registration Statement.

o. The Company shall cause all Common Shares issuable upon conversion of the Notes or upon exercise of
Warrants to be reserved for listing on each securities exchange or quotation system on which the Common
Shares are then listed no later than the date the applicable Registration Statement is declared effective and, shall
cause all Common Shares to be so listed when issued, and, in connection therewith, to make such filings as may
be required under the 1934 Act and to have such filings declared effective as and when required thereunder.

p. The Company may require each Notice Holder of Transfer Restricted Securities to be sold pursuant to any
Registration Statement to furnish to the Company such information regarding the Notice Holder and the
distribution of such Transfer Restricted Securities sought by the Notice and Questionnaire and such additional
information as may, from time to time, be required by the 1933 Act and/or the SEC or any other federal or state
governmental authority, and the obligations of the Company to any Notice Holder under this Agreement shall be
expressly conditioned on the compliance of such Notice Holder with such request.

                                                         14
q. If reasonably requested in writing in connection with any disposition of Transfer Restricted Securities pursuant
to a Registration Statement, make reasonably available for inspection during normal business hours by a
representative for the Notice Holders of such Transfer Restricted Securities and any broker-dealers, attorneys
and accountants retained by such Notice Holders, all relevant financial and other records, pertinent corporate
documents and properties of the Company and its subsidiaries, and cause the appropriate executive officers,
directors and designated employees of the Company and its subsidiaries to make reasonably available for
inspection during normal business hours all relevant information reasonably requested by such representative for
the Notice Holders or any such broker-dealers, attorneys or accountants in connection with such disposition, in
each case as is customary for similar "due diligence" examinations; provided, however, that any information that is
designated by the Company, in good faith, as confidential at the time of delivery of such information shall be kept
confidential by such Persons, unless disclosure thereof is made in connection with a court, administrative or
regulatory proceeding or required by law, or such information has become available to the public generally
through the Company or through a third party without an accompanying obligation of confidentiality.

r. Each Notice Holder agrees that, upon receipt of notice of the happening of an event described in Sections 3(c)
(ii) through and including
3(c)(vi), it shall forthwith discontinue (and shall cause its agents and representatives to discontinue) disposition of
Transfer Restricted Securities and will not resume disposition of Transfer Restricted Securities until such Holder
has received copies of an amended or supplemented Prospectus contemplated by Section 3(1) hereof, or until
such Notice Holder is advised in writing by the Company that the use of the Prospectus may be resumed or that
the relevant Suspension Period has been terminated, as the case may be, provided that the foregoing shall not
prevent the sale, transfer or other disposition of Transfer Restricted Securities by a Holder in a transaction which
is exempt from, or not subject to, the registration requirements of the 1933 Act, so long as such Holder does not
and is not required to deliver the applicable Prospectus or Registration Statement in connection with such sale,
transfer or other disposition, as the case may be; and provided, further, that the provisions of this Section 3(r)
shall not prevent the occurrence of a Special Interest Trigger or otherwise limit the obligation of the Company to
pay Special Interest Payments.

s. Each Notice Holder shall promptly notify the Company of any inaccuracies or changes in the information
requiring an amendment to the applicable Registration Statement or Prospectus provided in such Notice Holder's
Notice and Questionnaire that may occur subsequent to the date thereof at any time while the Registration
Statement remains effective.

t. The Company shall use its reasonable best efforts to take all other steps necessary to effect the registration of
the Notes covered by the Registration Statement contemplated hereby.

4. Registration Expenses.

The Company shall bear all fees and expenses incurred in connection with the performance of its obligations
under Sections 2 and 3 hereof and shall reimburse the Holders for

                                                          15
the reasonable fees and disbursements of the Legal Counsel in an amount not to exceed US$25,000 per
registration. Such fees and expenses shall include, without limitation: (i) all registration and filing fees and expenses
(including filings made with the NASD); (ii) all fees and expenses of compliance with federal securities and state
Blue Sky or securities laws; (iii) all expenses of printing (including printing of Prospectuses and certificates for the
Common Shares to be issued upon conversion of the Notes and the Warrants) and the Company's expenses for
messenger and delivery services and telephone; (iv) all fees and disbursements of counsel to the Company; (v) all
application and filing fees in connection with listing (or authorizing for quotation) the Common Shares on a
national securities exchange or automated quotation system pursuant to the requirements hereof; and (vi) all fees
and disbursements of independent certified public accountants of the Company. The Company shall bear its
internal expenses (including, without limitation, all salaries and expenses of their officers and employees
performing legal, accounting or other duties), the expenses of any annual audit and the fees and expenses of any
Person, including special experts, retained by the Company. Notwithstanding the provisions of this
Section 4, each Holder shall bear the expense of any broker's commission, agency fee and underwriter's discount
or commission, if any, relating to the sale or disposition of such Holder's Transfer Restricted Securities pursuant
to a Registration Statement.

5. Holdback Arrangements.

The Company and each Holder of Transfer Restricted Securities agrees, if timely requested in writing by the sole
or lead managing underwriter in a Qualified IPO or a Non-Qualified IPO, not to (i) sell, offer to sell, contract or
agree to sell, hypothecate, hedge, pledge, grant any option to purchase or otherwise dispose of or agree to
dispose of, directly or indirectly, any Transfer Restricted Securities or warrants or other rights to purchase
Transfer Restricted Securities, or file or cause to be declared effective a registration statement under the 1933
Act relating to the offer and sale of any shares of Transfer Restricted Securities, or (ii) enter into any swap or
other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership
of Transfer Restricted Securities, or warrants or other rights to purchase Transfer Restricted Securities, whether
any such transaction is to be settled by delivery of such securities, in cash or otherwise (the agreements contained
in clauses (i) and (ii) of this Section 5, collectively, the "LOCK-UP AGREEMENT"), during the time period
reasonably requested by the sole or lead managing underwriter not to exceed 180 days, beginning on the later of
(x) the effective date of the Registration Statement for such Qualified IPO or Non-Qualified IPO, respectively,
and (y) in the case of a Qualified IPO or Non-Qualified IPO involving a Canadian prospectus, the date upon
which a final receipt is obtained from the applicable Canadian regulatory authority or Canadian regulatory
authorities, as applicable, for such prospectus (except as part of such underwritten offering or pursuant to
registrations on Forms S-4, F-4, S-8, F-8 or F-80) without the prior written consent of the sole or lead
managing underwriter (the "PUBLIC OFFERING LOCK-UP PERIOD"); provided, however, that if (i) during
the period that begins on the date that is fifteen (15) calendar days plus three (3) Business Days before the last
day of the Public Offering Lock-Up Period and ends on the last day of the Public Offering Lock-Up Period, the
Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii)
prior to the expiration of the Public Offering Lock-Up Period, the Company announces that it will release
earnings results during the sixteen (16) day period beginning on the last day of the Public Offering Lock-Up
Period, the restrictions imposed shall continue to apply until the expiration of the date that is fifteen (15) calendar
days plus three (3)

                                                           16
Business Days after the date on which the issuance of the earnings release or the material news or material event
occurs. Notwithstanding the foregoing, (i) the Holders of Transfer Restricted Securities shall not be obligated to
enter into the Lock-Up Agreement unless (A) all officers and directors of the Company and all Persons holding at
least 2.5% of the Company's voting securities enter into substantially similar agreements, with the agreement of
the Holders (including the proviso set forth in the immediately preceding sentence) being on no more onerous
terms than any other agreements entered into by any other Person, and (B) the Lock-Up Agreement is explicitly
conditioned on the Holder receiving the benefits of any release or modification of such agreement for any other
Person subject to such an agreement or similar agreement, and (ii) the Lock-Up Agreement shall immediately
terminate in respect of the Notes and the Conversion Shares upon the occurrence of an Event of Default (as
defined in the Notes).

6. Indemnification and Contribution.

a. The Company shall indemnify and hold harmless each Holder of Transfer Restricted Securities covered by any
Registration Statement, its directors, officers, partners, members and employees and each Person, if any, who
controls any such Holder within the meaning of either the 1933 Act or the 1934 Act (collectively referred to for
purposes of this Section 6 as a "HOLDER") against any losses, claims, damages or liabilities, joint or several, or
actions in respect thereof, to which any of them may become subject, under the 1933 Act or otherwise, insofar
as such losses, claims, damages, liabilities or actions arise out of or are based upon an untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement, or in any Prospectus, or any
amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to
state therein a material fact necessary to make the statements therein (in the case of any Prospectus, in the light of
the circumstances under which they were made) not misleading, and will reimburse each such party for any legal
or other expenses reasonably incurred by such party in connection with investigating or defending any such action
or claim as such expenses are incurred; provided, however, that: (i) the Company shall not be liable in any such
case to the extent that any such loss, claim, damage or liability arises out of or is based upon Holder Information;
(ii) with respect to any untrue statement or omission of material fact made in any Registration Statement, or in any
Prospectus, the indemnity agreement contained in this Section 6(a) shall not inure to the benefit of a Holder from
whom the Person asserting any such loss, claim, damage or liability purchased the securities concerned, to the
extent that any such loss, claim, damage or liability of such Holder occurs under the circumstance where it shall
have been established that: (w) the Company had previously furnished copies of the Prospectus, and any
amendments and supplements thereto, to such Holder; (x) delivery of the Prospectus, and any amendment or
supplements thereto, was required by the 1933 Act to be made to such Person; (y) the untrue statement or
omission of a material fact contained in the Prospectus was corrected in amendments or supplements thereto; and
(z) there was not received by such Person, at or prior to the written confirmation of the sale of such securities to
such Person, a copy of such amendments or supplements to the Prospectus; and
(iii) the indemnification provisions of this Section shall not apply to amounts paid in settlement of any loss, claim,
damage or liability if such settlement is effected without the prior written consent of the Company, which consent
shall not be unreasonably withheld or delayed. This indemnity agreement will be in addition to any liability that the
Company may otherwise have. This indemnity agreement will not apply to any loss, damage, expense, liability or
claim arising from an offer or sale, occurring during a Suspension

                                                         17
Period, of Transfer Restricted Securities by a Notice Holder who has previously received notice from the
Company of the commencement of the Suspension Period pursuant to Section 3(c)(vii).

b. Each Holder, severally and not jointly, agrees to indemnify and hold harmless the Company, each of its
directors and officers and each Person, if any, who controls the Company within the meaning of either the 1933
Act or the 1934 Act, to the same extent as the foregoing indemnity from the Company to the Holders and shall
reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them
in connection with investigating or defending any loss, claim, damage, liability or action, but only with reference to
Holder Information supplied by such Holder. In no event shall any Holder be liable or responsible for any amount
in excess of the net proceeds to such Holder as a result of the sale of Transfer Restricted Securities pursuant to
such Registration Statement by reason of such untrue or alleged untrue statement or omission or alleged omission.
This indemnity agreement will be in addition to any liability that such Holder may otherwise have.

c. Promptly after receipt by an indemnified party under this
Section 6 of notice of any claim or the commencement of any action or proceeding (including any governmental
investigation), such indemnified party will, if a claim for indemnification in respect thereof is to be made against the
indemnifying party under Section 6(a) or 6(b) hereof, notify the indemnifying party in writing of the
commencement thereof; but the omission to so notify the indemnifying party will not relieve it from any liability
which it may have to any indemnified party to the extent it is not materially prejudiced as a result thereof. In case
any such action or proceeding is brought against any indemnified party, and it notifies the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to participate therein (jointly with any other
indemnifying party similarly notified), and to the extent that it may elect, by written notice, delivered to such
indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense
thereof, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants
(including any impleaded parties) in any such action include both the indemnified party and the indemnifying party
and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or
other indemnified parties which are different from or additional to those available to the indemnifying party, the
indemnified party or parties shall have the right to select separate counsel to defend such action on behalf of such
indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its
election to so appoint counsel to defend such action and approval by the indemnified party of such counsel, the
indemnifying party will not be liable to such indemnified party under this Section 6 for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense thereof unless: (i) the indemnified
party shall have employed separate counsel in accordance with the proviso to the preceding sentence (it being
understood, however, that the indemnifying party shall not be liable for the expense of more than one separate
counsel (in addition to any local counsel), approved by the Holders in the case of paragraph (a) of this Section 6,
representing the indemnified parties under such paragraph (a) who are parties to such action);
(ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to
represent the indemnified party within a reasonable time after notice or commencement of the action; (iii) the
indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the
indemnifying party; or (iv) the use of counsel chosen by the indemnifying party to represent the

                                                          18
indemnified party would present such counsel with a conflict of interest. An indemnifying party will not, without
the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment
with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or
contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to
such claim or action) unless such settlement, compromise or consent includes an unconditional release of each
indemnified party from all liability arising out of such claim, action, suit or proceeding. Subject to the provisions of
the immediately following sentence, no indemnifying party shall be liable for any settlement, compromise or the
consent to the entry of judgment in connection with any such action effected without its written consent, but if
settled with its written consent or if there be a final judgment for the plaintiff in any such action other than a
judgment entered with the consent of such indemnified party, the indemnifying party shall indemnify and hold
harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment. If
at any time an indemnified party shall have requested that an indemnifying party reimburse the indemnified party
for reasonable fees and expenses of counsel as contemplated by this Section 6(c) and to which it would be
entitled under Section 6(a) or 6(b) hereof, the indemnifying party agrees that it shall be liable for any settlement of
any proceeding effected without its written consent if: (x) such settlement is entered into more than 60 days after
receipt by such indemnifying party of such request for reimbursement, (y) such indemnifying party shall have
received notice of the terms of such settlement at least 45 days prior to such settlement being entered into and (z)
such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to
the date of such settlement. Each indemnified party shall furnish such information regarding itself or the claim in
question as an indemnifying party may reasonably request in writing and as shall be reasonably required in
connection with the defense of such claim and litigation arising therefrom.

d. In the event that the indemnity provided in paragraph (a) or (b) of this Section 6 is unavailable to or insufficient
to hold harmless an indemnified party for any reason, each indemnifying party shall contribute to the aggregate
losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with
investigating or defending same) (collectively, "LOSSES") to which the indemnified party may be subject to the
fullest extent permitted by law; provided, however, that in no case shall an indemnifying party that is a Holder be
responsible for any amount in excess of the total price at which the Transfer Restricted Securities are sold by
such Holder to a purchaser. If the allocation provided by the immediately preceding sentence is unavailable for
any reason, the Company and such Holder shall contribute in such proportion as is appropriate to reflect not only
the relative benefits but also the relative fault of the Company on the one hand and of such Holder on the other in
connection with the statements or omissions which resulted in such Losses, as well as any other relevant equitable
considerations. The relative benefits received by the Company on the one hand and such Holder on the other
shall be deemed to be in the same respective proportions as the total net proceeds from the sale of the Notes
(before deducting expenses) received by or on behalf of the Company, on the one hand, and the total net
proceeds received by such Holder with respect to its sale of Transfer Restricted Securities under the Registration
Statement, on the other hand, bear to the total net proceeds from the sale of the Notes. Relative fault shall be
determined by reference to, among other things, whether any untrue or any alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to information provided by the Company
on the one hand or relates to Holder Information supplied by such

                                                          19
Holder, on the other, the intent of the parties and their relative knowledge, information and opportunity to correct
or prevent such untrue statement or omission. The parties agree that it would not be just and equitable if
contribution pursuant to this paragraph (d) were determined by pro rata allocation or any other method of
allocation that does not take account of the equitable considerations referred to above. Notwithstanding the
provisions of this paragraph (d), no Person guilty of fraudulent misrepresentation (within the meaning of Section
(1)(f) of the 1933 Act) shall be entitled to contribution from any Person with respect to claims arising directly out
of or relating to such fraudulent misrepresentation who was not guilty of such fraudulent misrepresentation. For
purposes of this Section 6(d), each Person who controls such Holder within the meaning of either the 1933 Act
or the 1934 Act shall have the same rights to contribution as such Holder, and each Person who controls the
Company within the meaning of either the 1933 Act or the 1934 Act shall have the same rights to contribution as
the Company, subject in each case to the applicable terms and conditions of this paragraph (d).

e. The remedies provided for in this Section 6 are not exclusive and shall not limit any rights or remedies which
may otherwise be available to any indemnified party at law or in equity.

f. The provisions of this Section 6 will remain in full force and effect regardless of (i) the termination of this
Agreement, (ii) any investigation made by or on behalf of any Holder, any underwriter or the Company or any of
the officers, directors or controlling Persons referred to in Section 6 hereof and (iii) the sale by a Holder of
Transfer Restricted Securities covered by a Registration Statement.

g. Rules 144 and 144A. The Company covenants that it shall use its reasonable best efforts to file the reports
required to be filed by it under the 1934 Act in a timely manner so long as the Transfer Restricted Securities
remain outstanding. If at any time the Company is not required to file such reports, it will, upon request of any
Holder or beneficial owner of Transfer Restricted Securities, make available such information necessary to permit
sales pursuant to Rule 144A. The Company further covenants that, for as long as any Transfer Restricted
Securities remain outstanding, it will take such further action as any Holder of Transfer Restricted Securities may
reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted
Securities without registration under the 1933 Act within the limitation of the exemptions provided by Rule 144
and Rule 144A. Upon the written request of any Holder of Transfer Restricted Securities, the Company shall
deliver to such Holder a written statement as to whether it has complied with such requirements.

7. Miscellaneous.

a. No Inconsistent Agreements. The Company has not, as of the date hereof, entered into nor shall it, on or after
the date hereof, enter into, any agreement with respect to its securities that is inconsistent with the rights granted
to the Holders herein or otherwise conflicts with the provisions hereof (except for such conflicting provisions
existing as of the date hereof in respect of which the Company has obtained valid and binding waivers of such
provisions eliminating any such inconsistencies or conflicts thereunder). In addition, the Company shall not grant
to any of its securityholders (other than the Holders of Transfer Restricted Securities in such capacity) the right to
include any of such securityholder's securities

                                                         20
in the Registration Statement provided for in this Agreement other than the Transfer Restricted Securities.

b. Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not
be amended, qualified, modified or supplemented, and waivers or consents to departures from the provisions
hereof may not be given, unless the Company consents in writing and the Company has obtained the written
consent of the Majority Holders; provided that with respect to any matter that directly or indirectly affects the
rights of the Buyers hereunder, the Company shall obtain the written consent of the Buyers against which such
amendment, qualification, supplement, waiver or consent is to be effective. Notwithstanding the foregoing (except
the foregoing proviso), a waiver or consent to departure from the provisions hereof with respect to a matter that
relates exclusively to the rights of Holders whose Transfer Restricted Securities are being sold pursuant to a
Registration Statement and that does not directly or indirectly affect the rights of other Holders may be given by
the Majority Holders.

c. Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by
hand-delivery, first-class mail, telecopier, or air courier guaranteeing overnight delivery:

(i) if to the Buyers, initially at their address set forth in the Securities Purchase Agreement;

(ii) if to any other Holder, at the most current address of such Holder maintained by the Company or the registrar
of the Common Shares, or, in the case of the Notice Holder, the address set forth in its Notice and
Questionnaire; and

(iii) if to the Company, to:

Mitel Networks Corporation 350 Legget Drive Ottawa, Ontario
Canada
K2K 2W7

                                            Telephone: (613) 592-2122
                                             Facsimile: (613) 592-7838
                                        Attention: Doug McCarthy, Treasurer

                                                    with a copy to:

                                             Facsimile: (613) 592-7802
                                    Attention: Greg Hiscock, Corporate Counsel

                                   with a copy (for informational purposes only) to:

                                                           21
Osler, Hoskin & Harcourt, LLP Suite 1500, 50 O'Connor Street Ottawa, Ontario
Canada
K1P 6L2

                                           Telephone: (613) 787-1035
                                           Facsimile: (613) 235-2867
                                            Attention: J. Craig Wright

All such notices and communications shall be deemed to have been duly given when received, if delivered by
hand or air courier, and when sent, if sent by first-class mail or telecopier.

The Buyers or the Company by notice to the other may designate additional or different addresses for subsequent
notices or communications.

The Company hereby irrevocably appoints Mitel Networks, Inc. at 205 Van Buren Street, Herndon, Virginia
20170, Telephone: (613) 592-2122, Facsimile:
(613) 592-7802, Attention: Greg Hiscock, Corporate Counsel, as its agent for the receipt of service of process
in connection with any action pursuant to this Agreement in the United States. The Company agrees that any
document may be effectively served on it in connection with any action, suit or proceeding in the United States by
service on its agents.

Any document shall be deemed to have been duly served if marked for the attention of the agent at its address
(as set out above) or such other address in the United States as may be notified to the party wishing to serve the
document and delivered in accordance with the notice provisions set forth in this Section 7(c).

If the Company's agent at any time ceases for any reason to act as such, the Company shall appoint a
replacement agent having an address for service in the United States and shall notify each Buyer in writing of the
name and address of the replacement agent. Failing such appointment and notification, each Buyer shall be
entitled by notice to the Company to appoint a replacement agent to act on the Company's behalf. The provisions
of this Section 7(c) applying to service on an agent apply equally to service on a replacement agent.

d. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and
assigns of each of the parties, including, without the need for an express assignment or any consent by the
Company thereto, subsequent Holders. The Company hereby shall extend the benefits of this Agreement to any
Holder and any such Holder may specifically enforce the provisions of this Agreement as if an original party
hereto. Any heir, successor or assign of a Holder wishing to avail itself of the benefits of this Agreement agrees to
acquire and hold the Transfer Restricted Securities subject to all of the terms hereof. In the event that any other
Person shall succeed to the Company under the Notes, then such successor shall enter into an agreement, in form
and substance reasonably satisfactory to the Majority Holders, whereby such successor shall assume all of the
Company's obligations under this Agreement.

                                                         22
e. Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement; provided that a facsimile signature shall be considered due
execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were
an original, not a facsimile signature.

f. Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise
affect the meaning hereof.

g. Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this
Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of
law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would
cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby
irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York,
Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in
any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that
such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or
proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to
process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address
for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service
of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve
process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT
IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF
ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS
AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

h. Severability. In the event that any of the provisions contained herein, or the application thereof in any
circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in
any way impaired or affected thereby, it being intended that all of the rights and privileges of the parties shall be
enforceable to the fullest extent permitted by law.

i. Notes Held by the Company, Etc. Whenever the consent or approval of Holders of a specified percentage of
principal amount of Notes or the Common Shares issuable upon conversion thereof is required hereunder, Notes
or the Common Shares issued upon conversion thereof held by the Company or its Affiliates (other than
subsequent Holders of Notes or the Common Shares issued upon conversion thereof if such subsequent Holders
are deemed to be Affiliates solely by reason of their holdings of such Notes) shall not be counted in determining
whether such consent or approval was given by the Holders of such required percentage.

                                                          23
j. Termination. This Agreement and the obligations of the parties hereunder shall terminate upon the later of (i) the
end of the Shelf Registration Period, and (ii) the end of the period of time during which the Incidental Registration
Statement is effective, except for any liabilities or obligations under Section 2.1(e), 4 or 6.

k. Independent Nature of Buyers' Obligations and Rights. The obligations of each Buyer in connection with the
provisions of this Agreement or the Securities Purchase Agreement are several and not joint with the obligations
of any other Buyer, and no Buyer shall be responsible in any way for the performance of the obligations of any
other Buyer under this Agreement or the Securities Purchase Agreement. Nothing contained herein or therein,
and no action taken by any Buyer pursuant hereto or thereto, shall be deemed to constitute the Buyers as a
partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Buyers are
in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by
this Agreement. Each Buyer confirms that it has independently participated in the negotiation of the transaction
contemplated hereby with the advice of its own counsel and advisors. Each Buyer shall be entitled to
independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement,
and it shall not be necessary for any other Buyer to be joined as an additional party in any proceeding for such
purpose.

l. Currency. Unless otherwise indicated, all dollar amounts referred to in this Agreement are in United States
Dollars.

                                                         24
IN WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this
Registration Rights Agreement to be duly executed as of the date first written above.

                                            COMPANY:

                              MITEL NETWORKS CORPORATION

                                By: /s/ Steve Spooner
                                    ------------------------------
                                    Name: Steve Spooner
                                    Title: Chief Financial Officer
IN WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this
Registration Rights Agreement to be duly executed as of the date first written above.

                                              BUYER:

                             HIGHBRIDGE INTERNATIONAL LLC

                                    BY: HIGHBRIDGE CAPITAL
                                      MANAGEMENT, LLC

                                By: /s/ Adam J. Chill
                                    ------------------------------
                                    Name: Adam J. Chill
                                    Title: Managing Director
IN WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this
Registration Rights Agreement to be duly executed as of the date first written above.

                              LAKESHORE INTERNATIONAL, LTD

                                By: /s/ Stan Lester
                                    ------------------------------
                                    Name: Stan Lester
                                    Title: Authorized Signer
IN WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this
Registration Purchase Agreement to be duly executed as of the date first written above.

                             MARATHON SPECIAL OPPORTUNITY
                                  MASTER FUND, LTD.

                                BY: /s/ Louis T. Hanover
                                    ------------------------------
                                    Name: LOUIS T. HANOVER
                                    Title: AUTHORIZED SIGNATORY
IN WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this
Registration Rights Agreement to be duly executed as of the date first written above.

                             FORE MASTER CONVERTIBLE FUND,
                                          LTD

                                BY: /s/ Hareesh Paranjape
                                    ------------------------------
                                    Name: Hareesh Paranjape
                                    Title: Assistant Secretary
                                                    EXHIBIT A

                  SELLING SECURITY HOLDER NOTICE AND QUESTIONNAIRE

1. (a) Full Legal Name of Selling Securityholder:



(b) Full Legal Name of Registered Holder (if not the same as (a) above) through which Transfer Restricted
Securities Listed in Item 3 below are held:



(c) Full Legal Name of DTC participant (if applicable and if not the same as (b) above) through which Transfer
Restricted Securities listed in Item 3 below are held:


2. Address for Notices to Selling Securityholder:




Telephone: _____________________________________________________________________

Fax: ___________________________________________________________________________

Contact Person: ________________________________________________________________

3. Beneficial Ownership of Transfer Restricted Securities:

(a) Type and Principal Amount of Transfer Restricted Securities beneficially owned:




(b) CUSIP No(s). of such Transfer Restricted Securities beneficially owned:



                                                        1
4. Beneficial Ownership of Other Securities of the Company Owned by the Selling Securityholder.

Except as set forth below in this Item 4, the undersigned is not the beneficial or registered owner of any securities
of the Company other than the Transfer Restricted Securities listed above in Item 3.

(a) Type and Amount of Other Securities beneficially owned by the Selling Securityholder:




(b) CUSIP No(s). of such Other Securities beneficially owned:




5. Relationships with the Company:

Except as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity
holders (owners of 5% of more of the equity securities of the undersigned) has held any position or office or has
had any other material relationship with the Company (or its predecessors or affiliates) during the past three
years.

State any exceptions here:



                                                          2
6. Broker-Dealers and their Affiliates

(a) Is the Selling Securityholder a broker-dealer or an affiliate of a broker-dealer:

Yes _____ No _____

If so, please answer the remaining question in this section.

(i) Please advise whether the notes were received by the Selling Securityholder as compensation for investment
banking services or as investment shares, and if so please describe the circumstances.

Note that in general we may be required to identify any registered broker-dealer as an underwriter in the
prospectus.

(ii) Except as set forth below, if the Selling Securityholder is a registered broker-dealer, the Selling Securityholder
does not plan to make a market in the Transfer Restricted Securities. If the Selling Securityholder plans to make a
market in the Transfer Restricted Securities, please indicate whether the Selling Securityholder plans to use the
prospectus relating to the Transfer Restricted Securities as a market-making prospectus.

(b) Affiliation with Broker-Dealers

Is the Selling Securityholder an affiliate(1) of a registered broker-dealer?


(1) An "affiliate" of a specified person or entity means a person or entity that directly, or indirectly through one or
more intermediaries, controls or is controlled by, or is under common control with, the person or entity specified.

                                                           3
Yes _____ No _____

If so, please answer the remaining question in this section.

(i) Please describe the affiliation between the Selling Securityholder and any registered broker-dealer.

(ii) If the notes were purchased by the Selling Securityholder other than in the ordinary course of business, please
describe the circumstances.

(iii) Please advise whether the notes were received by the Selling Securityholder as compensation for investment
banking services or as investment shares, and if so please describe the circumstances.

(iv) If the Selling Securityholder, at the time of its purchase of Transfer Restricted Securities, had any agreements
or understandings, directly or indirectly, with any person to distribute the Transfer Restricted Securities, please
describe such agreements or undertakings.

Note that if the Selling Securityholder is an affiliate of a broker-dealer and did not purchase its notes in the
ordinary course of business or at the time of the purchase had any agreements or understandings, directly or
indirectly, to distribute the securities, we may be required to identify the Selling Securityholder as an underwriter
in the prospectus.

(c) Beneficial Ownership by Natural Persons:

If the Selling Securityholder is an entity, does any natural person having voting or investing power over the
Transfer Restricted Securities held by the Selling Securityholder?(2)

If so, please state the person's or persons' name(s):

7. Beneficial Ownership by Natural Persons or by a Board or Committee

Is the Selling Securityholder a reporting entity with the Securities and Exchange Commission?


(2) Please answer "Yes" if any natural person, directly or indirectly, through any contract, arrangement,
understanding, relationship, or otherwise has or shares: (a) voting power which includes the power to vote, or to
direct the voting of, such security; and/or, (b) investment power which includes the power to dispose, or to direct
the disposition of, the Transfer Restricted Securities held by the Selling Securityholder.

                                                          4
If the Selling Securityholder is a majority owned subsidiary of a reporting entity, identify the majority stockholder
that is a reporting entity.

Yes _____ No ______

If No, please answer the remaining questions in this section.

(i) Please name the natural person or person(s) having voting and/or investment control over the Selling
Securityholder.(3)

(ii) If the voting and/or investment control over the Selling Securityholder is held by board or committee, please
state the name of the natural person or person(s) on such board or committee.

8. Plan of Distribution:

Except as set forth below, the undersigned (including its donees or pledgees) intends to distribute the Transfer
Restricted Securities listed above in Item 3 pursuant to the Registration Statement only as follows (if at all): Such
Transfer Restricted Securities may be sold from time to time directly by the undersigned or, alternatively, through
underwriters, broker-dealers or agents. If the Transfer Restricted Securities are sold through underwriters,
broker-dealers or agents, the Selling Securityholder will be responsible for underwriting discounts or commissions
or agents' commissions. Such Transfer Restricted Securities may be sold in one or more transactions at fixed
prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale or at
negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions:

- on any national securities exchange or quotation service on which the securities may be listed or quoted at the
time of sale;

- in the over-the-counter market;

- in transactions otherwise than on these exchanges or systems or in the over-the-counter market;

- through the writing of options, whether such options are listed on an options exchange or otherwise;

- in ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;


(3) Please include any natural person that, directly or indirectly, through any contract, arrangement,
understanding, relationship, or otherwise has or shares:
(a) voting power which includes the power to vote, or to direct the voting of, such security; and/or, (b) investment
power which includes the power to dispose, or to direct the disposition of, the Transfer Restricted Securities held
by the Selling Securityholder.

                                                          5
- in block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a
portion of the block as principal to facilitate the transaction;

- in purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

- in an exchange distribution in accordance with the rules of the applicable exchange;

- in privately negotiated transactions;

- in short sales;

- in sales pursuant to Rule 144;

- in which broker-dealers may agree with the selling securityholders to sell a specified number of such shares at a
stipulated price per share;

- in a combination of any such methods of sale; and

- in any other method permitted pursuant to applicable law.

State any exceptions here:




Note: In no event will such method(s) of distribution take the form of an underwritten offering of the Transfer
Restricted Securities without the prior written agreement of the Company.

The undersigned acknowledges its obligation to comply with the provisions of the 1934 Act and the rules
thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or
regulations), in connection with any offering of Transfer Restricted Securities pursuant to the Registration Rights
Agreement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any
transaction in violation of such provisions.

The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to
indemnify and hold harmless certain persons as set forth therein.

Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to
indemnify the Selling Securityholder against certain liabilities.

In accordance with the undersigned's obligation under the Registration Rights Agreement to provide such
information as may be required by law for inclusion in the Registration Statement, the undersigned shall promptly
notify the Company of any inaccuracies or changes in the

                                                          6
information provided herein that may occur subsequent to the date hereof at any time while the Registration
Statement remains effective.

All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing by hand
delivery, first class mail or air courier guaranteeing overnight delivery to the address set forth below.

By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to
Items 1 through 6 and the inclusion of such information in the Registration Statement and the related prospectus.
The undersigned understands that such information will be relied upon by the Company in connection with the
preparation or amendment of the Registration Statement and the related prospectus.

Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company, the
terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding
on, shall inure to the benefit of and shall be enforceable by the respective successors, heirs, personal
representatives and assigns of the Company and the Selling Securityholder with respect to the Transfer Restricted
Securities beneficially owned by such Selling Securityholder and listed in Item (3) above. This Agreement shall be
governed in all respects by the laws of the State of New York.

IN WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice and Questionnaire
to be executed and delivered either in person or by its duly authorized agent.

          Dated: _________________________           Beneficial Owner: _________________________

                                                     By: _______________________________________

                                                     Name: _____________________________________

                                                     Title: ____________________________________




 PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE TO
                     MITEL NETWORKS CORPORATION

                                          Mitel Networks Corporation
                                               350 Legget Drive
                                                Ottawa, Ontario
                                                    Canada
                                                  K2K 2W7
                                          Telephone: (613) 592-2122
                                           Facsimile: (613) 592-7802
                                  Attention: Greg Hiscock, Corporate Counsel

                                                        7
                                                  EXHIBIT 4.18

                                                  AGREEMENT

AGREEMENT made this first day of October, 2004 ("Effective Date") between MITEL NETWORKS
SOLUTIONS, INC. (hereinafter referred to as the "Company") and the
INTERNATIONAL BROTHERHOOD OF ELECTRICAL WORKERS, AFLCIO (hereinafter referred to as
the "Union"). All references herein to gender shall be construed as being equally applicable without any
reservation to both males and females.

                                                 RECOGNITION

Section 1. The Company recognizes the International Brotherhood of Electrical Workers as the exclusive
collective bargaining agent for all technicians employed by Mitel Networks Solutions, Inc. who are engaged in the
installation and service of telecommunications systems within the geographic United States. This Agreement does
not cover employees covered by another collective-bargaining agreement and specifically excludes all (a) clerical
employees, (b) professional employees, (c) marketing representatives, (d) guards, (e) supervisors as defined in
the National Labor Relations Act, and (f) all other employees.

                                               WORK COVERED

Section 2. This Agreement covers all installation, inspection and service work in connection with telephone
systems, sound and intercommunication systems, including such work in connection with other brands as may be
assigned to employees represented by the Union, but does not cover the installation of building power supply
outlets by means of which external electrical power is supplied to the aforesaid products. Nothing herein
contained shall limit the right of the Company to use its employees for installation and service work on electronic
equipment, provided that such other work shall not conflict with the established jurisdictional rights and privileges
of the other members of the Union.

Supervisors and other employees outside the bargaining unit shall not be assigned or permitted to perform
bargaining unit work except to (a) instruct bargaining unit member(s), or (b) perform experimental work.
Supervisors and trainers may assist bargaining unit member(s) in their duties as long as such assignment does not
circumvent the terms of this Agreement.

A stockperson shall be employed whenever there are twenty (20) or more hours of stock handling work to be
performed weekly in a Geographic Location. Stock handling includes receipt, storage, shipping and handling of
inventory, including the keeping of such inventory records as the Regional Director may require of the
stockperson. In any cases where there are twenty (20) or more, but less than forty (40) hours of work per week
of stock handling, the stockperson may be assigned by the Regional Director to other than technical work
sufficient to complete a forty (40) hour work week; provided, however, that no stockperson shall be required to
perform complete janitorial service for a Geographical Location.

                                           MANAGEMENT RIGHTS

Section 3. The rights of management in the operation of its business are limited only by the provisions of this
Agreement as specifically stated herein. Without limiting the generality of the foregoing, the Company reserves the
right to determine the number of employees within each job classification as well as the right to assign work based
on business needs.

                                                 WAGE RATES

Section 4. The minimum basic hourly wage rates of all employees covered by this Agreement and the dates on
which they are effective are set forth below:

10/2/04

Senior Field Service Engineer
Field Service Engineer
Master Telephone Tech
Telephone Technician-4
Telephone Technician-3
Telephone Technician-2
Telephone Technician-1

If the Company on or before December 31, 2006 does not file with the U.S. Securities and Exchange
Commission to provide its securities in an Initial Public Offering, then employees will receive a four percent (4%)
wage increase effective as of October 1, 2006.

The Company will provide a One Dollar ($1.00) per hour additional pay to FSEs and Senior FSEs who have
obtained Microsoft Certified Service Engineer (MCSE) certification as of the Effective Date. For those FSEs and
Senior FSEs who have not received MCSE certification as of the Effective Date, the Company will provide One
Dollar ($1.00) per hour additional pay for obtaining Cisco Certified Network Associate (CCNA) certification.
The number and locations of these candidates will be at the discretion of the Company based on market and
business needs.

On new construction jobs where telephone systems are to be installed and a Local Union of the IBEW has an
agreement or agreements containing a higher rate of pay than the rates in this Agreement for such telephone
installation work, and it is established that competitors of the Company are performing such work and are also
required to pay this scale of wages, the higher rate of pay less fringe benefit value as established for the
journeymen inside wiremen shall be paid on new construction jobs whenever telephone systems and their
associated equipment and wiring are to be installed. In locations where no such higher rates exist, the Company
shall pay not less than the rates specified in this Agreement. In all cases this national agreement will supercede any
local agreement.

An addition to an existing structure shall be considered as new construction for this purpose.

Redecoration, refurbishing, and rehabilitation do not constitute new construction except in that instance where
there now exists a practice which was established by mutual agreement prior to the date of this Agreement. Work
shall be considered as performed on a new construction job under the foregoing until new construction work is
completed and Building Trades workers are no longer performing work at the construction site.

While the foregoing provision as to the scale of wages applies to cabling and other installation work, it does not
apply to the work of delivery, uncrating, set-up, programming, adjusting, and servicing of the equipment, which
work shall be performed by the Company's employees under the terms of this Agreement.

When rate of pay is involved in other benefits under this Agreement, the rate shall be the employee's existing rate
of pay under this Agreement.

With respect to telephone systems work to be performed at a location within the top sixteen (16) Metropolitan
Statistical Areas (MSAs) as determined by the U.S. Department of Commerce, the Company agrees that it may
subcontract such work only where such action will not cause a loss of work opportunities within that MSA to a
technician covered by this Agreement. In addition, the Company may not subcontract work inside an MSA in the
top sixteen (16) MSAs in excess of forty
(40) hours per week for a period of six (6) months. Should such subcontract work be sustained for a six (6)
month period and should it be reasonably believed to be sustainable over the near term, the Company will hire an
employee for each forty (40) hours of work that the Company anticipates will continue. Upon request of a Local
Union, the Company will provide documentation of how many hours of work per week have been subcontracted
within the relevant MSA during the prior six (6) month period.

With respect to telephone systems work to be performed at a location outside of the top sixteen (16) MSAs, the
Company agrees that it may subcontract such work only where such action will not cause a loss of work
opportunities within fifty
(50) miles of the domicile of a technician covered by this Agreement.

When subcontracting, Company will make a reasonable effort to give preference to subcontractors who are
signatory to an International Brotherhood of Electrical Workers contract. Notwithstanding the above, the Union
agrees to cooperate with the Company in meeting its commitments to the U.S. Government to subcontract work
to minority businesses.

With respect to the installation of telephone systems wiring to be performed at a location located fifty (50) miles
or less from the domicile of a technician, the Company agrees it will not subcontract any such work without first
ensuring that none of the employees in the Geographic Location are on lay-off status and such action will not
cause a loss of work opportunities to employees covered by this Agreement. Moreover, the Company agrees
that subcontracting will not be used as a substitute for the hiring of technicians.

Notwithstanding the above, the Company reserves the right to subcontract work to its authorized and certified
dealers when it is requested by a customer or a dealer. The International Office of the International Brotherhood
of Electrical Workers in Washington, D.C. shall have the right to verify whether a dealer is authorized and
certified by contacting an independent third party.

The Company reserves the right to select the employees to be assigned to this work. Should it become necessary
for the Company to subcontract work normally performed by employees in this bargaining unit, the International
Office of the Union will, if it believes the Company did not give reasonable consideration to the employees in the
bargaining unit, bypass the grievance procedure and refer the issue to the Home Office of the Company.

Senior Field Service Engineers shall be appointed and retained in said classification by fulfilling and maintaining
the standards as set forth in Schedule "A" which is incorporated by reference to this Agreement. The Company
shall determine at its exclusive discretion the work to be performed by Senior Field Service Engineers.

Field Service Engineers shall be appointed and retained in said classification by fulfilling and maintaining the
standards as set forth in Schedule "A" which is incorporated by reference to this Agreement. The Company shall
determine at its exclusive discretion the work to be performed by Field Service Engineers.

Master Technicians shall be appointed and retained in said classification by fulfilling and maintaining the standards
as set forth in Schedule "A" which is incorporated by reference to this Agreement. The Company shall determine
at its exclusive discretion the work to be performed by Master Technicians.

Technicians shall be appointed and retained in one of four levels by fulfilling and maintaining the standards as set
forth in Schedule "A" which is incorporated by reference to this Agreement. The Company shall determine at its
exclusive discretion the work to be performed by Technicians.

                                          HOURS AND OVERTIME

Section 5.A. The normal work schedule for all employees covered by this Agreement shall consist of five (5)
consecutive days, Monday through Friday, inclusive, in each calendar week. The Company shall give employees
at least one
(1) calendar week's notice of a change in their work schedule.

The two (2) days on which an employee is not scheduled to work shall be scheduled days off, and shall be
designated as the "first scheduled day off" and "second scheduled day off". The first scheduled day off shall be
Saturday. The second scheduled day off shall be Sunday.

Assignments for Sunday work shall be distributed as equally as possible, dependent upon the character of work
to be done, among the employees of a particular Geographic Location.

Subject to the overtime provisions of this Section, the workday of employees shall be scheduled between 8:00
a.m. and 8:00 p .m., except as provided in
Section 5 .C. If the normal workday shift starts after 9:30 a.m. the Company shall first seek volunteers for such
shift. Should an insufficient number of individuals volunteer then the Company may assign by inverse seniority an
individual to such shift.

The Company retains the right to schedule employees on a regular basis for five
(5) consecutive days, Tuesday through Saturday, inclusive. If an employee is scheduled for five consecutive days,
Tuesday through Saturday, he will be paid time and one-half for hours worked on Saturday and double time for
hours worked on Sunday. The
Company shall first seek volunteers for such shift. Should an insufficient number of individuals volunteer, then the
Company may assign by inverse seniority individuals to such shift. For the purpose of overtime, Monday shall be
considered the "first scheduled day off" for an individual assigned to this shift.

All employees, during their regular scheduled workday, shall have a lunch period, without pay, of not less than
thirty (30) minutes or more than one (1) hour, as determined by mutual agreement between the Manager and the
respective Local Union involved. If an employee is scheduled to work and actually works ten
(10) hours or more in a day, the Company shall allow him a second meal period, without pay, of not over thirty
(30) minutes. If the meal period is actually taken, the Company shall reimburse the employee $8.50 to cover the
cost of the meal.

Whether or not an employee has been previously scheduled to work on a holiday or on one of his scheduled
days off and is called into work such days, or is recalled to work after completing a day's assignment, he shall
receive not less than the equivalent of six (6) hours' pay at his basic salary rate (straight time rate), provided that
any amount paid for hours actually worked shall be credited against such minimum guarantee. Notwithstanding
the above provision, if a technician handles a service call over the telephone under the provisions provided for
under this paragraph, he shall receive not less than one (1) hours' pay at his straight time rate. In accordance with
this provision, Technicians may be required to carry and/or wear a mobile communications device provided to
them by the Company.

Section 5.B. Consistent with efficient operations, overtime shall be distributed equitably among employees in each
occupational group. As much advance notice as practicable will be given each employee required to work
overtime. Notice will be given no later than the end of an employee's workday when he is required to work
overtime on his next scheduled workday and no later than the end of the employee's second workday prior to his
first scheduled day off when he is required to work on his first scheduled day off. When conditions make it
impracticable to give advance notice of overtime requirements, an employee will be expected to work such
overtime unless he has a bona fide reason for declining. Overtime and premium time shall be paid for as follows:

Time and one-half shall be paid (except in those states where the law requires a greater payment):

(1) for hours worked in excess of eight (8) hours in a day;

(2) for hours worked in excess of forty (40) hours in a calendar week, provided that time and one-half shall be
paid for hours worked in excess of thirty-two
(32) hours if one of the holidays designated in this Agreement falls on one of the employees five (5) regular
workdays; and

(3) for hours worked on Saturday (except for travel per Section 10(b)).

Double time shall be paid for hours worked on Sunday (except for travel per
Section 10(b)).

Holiday double time shall be paid for hours worked on any holiday designated in this Agreement, such payment
to be made in addition to the employee's basic salary

Section 5.C. The normal scheduled workday shall be scheduled in advance and shall consist of a regular day shift
of eight (8) hours between 8:00 a.m. and 8:00 p.m. except for employees assigned to a night shift. The term
"night shift" shall mean any shift of eight (8) consecutive hours exclusive of meal periods, Monday through Friday,
starting before 6:00 a.m. or at or after 1:00 p.m. Employees qualified to perform the available work shall be
required to work night shifts on the basis of seniority; the most senior of the qualified employees shall be offered
first opportunity to work such shift and, if necessary, the next senior employee until the employee with the lowest
seniority is reached, which lowest senior employee shall be required to work the night shift. Assignment to a night
shift shall be scheduled one week in advance and shall be for at least one (1) workweek. The scheduled starting
time of a night shift shall be the same each workday during any one workweek. Employees shall not be required
to work night shifts for a continuous period of more than ninety
(90) days in any one hundred eighty-- (180) day period. A night shift differential of twelve per cent (12%) per
hour shall be paid in addition to the straight time base rate for hours worked Monday through Friday on a night
shift and shall also be paid in addition to the applicable overtime rate for hours worked before or after a
scheduled night shift and for hours worked on a night shift on a holiday, Saturday or Sunday. An employee shall
not receive the night shift differential for hours worked before or after a regular day shift. No employee shall be
required to work more than six (6) hours without being given a meal period, as defined in Section 5.A., such meal
period to be given after the third hour and to be completed by the sixth hour.
Time and one-half shall be paid for hours worked before the beginning of or after the ending of the employee's
scheduled workday (regular day shift or night shift). If an employee is called in before the commencement of the
employee's scheduled workday and works at least eight (8) hours, there shall be no guarantee of work for any
hours remaining in the employee's scheduled workday. When an employee is required to report to work without
being given at least eight (8) hours off after the completion of his previous work period of not less than eight (8)
hours, he/she shall be paid at the overtime rate for all time worked during the succeeding work period.

When the longest period worked in a calendar day is less than eight (8) consecutive hours, the Company will pay
an employee, who is available for work, at a straight time rate for the difference between the number of hours
worked in one such period and eight (8) hours. In computing the payment due under this provision for hours not
worked, no other Section of this Agreement shall apply, except that hours paid in accordance with Section 5.A.
for call-in shall be considered as time worked. This provision shall not apply to scheduled days off holidays or
temporary closings because of weather conditions, power failure, an Act of God or other circumstances beyond
the Company's control. For purpose of this paragraph only, except for employees assigned to a night shift which
includes midnight, hours of work performed before midnight will be considered as performed in the calendar day
starting at midnight. For employees assigned to a night shift Which includes midnight, the calendar day will be the
twenty-four
(24) hour period beginning with the starting time of the employee's scheduled workday.

Any employee scheduled to work during the period of time that commences eight
(8) hours after the end of his regular shift and 2 hours prior to the start of his regular shift shall continue to be paid
at a rate of 1-1/2 times his regular rate until he receives at least eight (8) hours rest period (excluding call-outs).

Section 5.D, Depending on business and market needs, the Company will determine the need for stand-by duty
for after-hours call-outs, and the number of technicians required in each location. Stand-by duty assignments will
be done on a voluntary basis by Company seniority. However should an insufficient number of volunteers be
available to meet the requirements, assignments will be rotated on an inverse seniority basis.

Stand-by is defined as being available and responding to call-out when called (i.e., travel outside the coverage
area is restricted).

For stand-by duty the Company will provide compensation of plus a minimum of 3 hours at straight time rate
when called-out and dispatched to customer location.

In situations where a technician is not on stand-by duty, but responds to and accepts a dispatched call,
compensation shall not be less than the equivalent of six (6) hours basic salary rate (straight time rate).

                                       CONTINUOUS SERVICE CREDIT

Section 6. Each employee shall have continuous service credit with the Company dating from the first date of
unbroken service with the Company or any of its predecessors.

The continuous service credit and seniority of an employee will be broken under the following conditions, and
when so broken such employee shall be for all purposes considered a new employee if and when rehired:

(a) Resignation or other voluntary termination of employment.

(b) Discharge for just cause.

(c) Absence in excess of three (3) consecutive working days without notice, either by telephone or written
message to the District Operations Manager ("DOM"), or his designee, unless satisfactory evidence of inability to
so report is shown.

(d) Unauthorized absence after the time limit of an authorized vacation or an approved absence, unless
satisfactory evidence of inability to report for work is shown.
(e) Failure to report to work after layoff within seven (7) calendar days after indicating willingness to accept
reinstatement when the Company has given the employee written notice to return to such work or failure to notify
the Company of his intention to return to work within seventy-two (72) hours after such notice is mailed. Such
notice shall be deemed to have been sufficiently given if sent to the employee by certified mail to the last address
furnished by the employee to the Company. A copy of such notice shall also be sent to the Local Union involved.

Layoff without recall to work within three years from the date of such layoff.

                                                   SENIORITY

Section 7. Based upon an employee's continuous service credit and subject to the following conditions, an
employee shall have seniority in a "Geographic Location," and an "occupational group" as those terms are
described in the attached Schedule B, which is made a part hereof.

Each new employee shall be hired as an introductory employee and shall not have seniority untill the end of an
introductory period of thirty (30) days. The DOM, with the concurrence of the Local Union and the introductory
employee, may extend the introductory period for up to sixty (60) additional days; in which event the Company's
Human Resources Department shall so inform the International Office of the Union. Upon completion of the
introductory period, the employee shall be considered as a regular employee and shall have seniority from date of
hire. When thus established, such seniority will equal the employee's continuous service credit. There shall be no
requirement that the company reinstate or rehire introductory employees if they are discharged during their
introductory period. During the period of introductory employment, an employee shall work under the conditions
established in this Agreement and shall receive not less than the minimum rates of pay as provided in the attached
Wage Schedules.

Credit for continuous service and seniority shall accumulate for two (2) years while an employee is on leave of
absence, except for employees on a leave of absence for personal reasons. If an employee takes a leave of
absence to serve in the Armed Forces, he shall continue to accumulate credit for continuous service and seniority
for the period of such leave of absence.

Duly designated Shop Stewards and the President, Vice President, Recording Secretary, Financial Secretary,
Treasurer, Business Manager, and the Executive Board Members of a Local Union shall have top seniority for
layoff purposes in their occupational group in their Geographic Location only if they perform steward-like
functions, i.e., grievance processing or other on-the job contract administration responsibilities and only to the
extent allowed by law.

The Company shall supply the respective Local Unions with a seniority list of the employees covered by this
Agreement within each Geographic Location. Such list shall be revised quarterly. The Company shall also
provide the Local Union involved with the names of all new employees and those who have been permanently
transferred or terminated.

                                          SENIORITY TRANSFERS

Section 7A. An employee who is permanently transferred to an established Geographic Location at his own
request shall retain his seniority in the Geographic Location from which he was transferred for a period of three
(3) months. Thereafter, he shall have seniority in the Geographic Location here then employed equal to his total
length of service in such Geographic Location, plus a seniority credit equal to fifty percent (50%) of his previous
unbroken seniority with the bargaining unit. After an additional nine (9) months' service in such Geographic
Location, he shall be given an additional seniority credit equal to twenty-five (25%) of his unbroken seniority
within the bargaining unit prior to this permanent transfer.

An employee who is permanently transferred outside a given Geographic Location at the request of the
Company, or who is permanently transferred to a newly established Geographic Location, shall retain full
seniority credit as is in effect at the date of transfer.
                                                     LAYOFFS

Section 7B. In the event of a layoff, the least senior employee within the Occupational Group selected by the
Company within the geographic location where there is a lack of work, will be displaced. An employee who is
displaced will have the opportunity to bump the least senior employee within his occupational group who is in his
Geographic Location, provided that the displaced employee chooses to travel to the Geographic Location where
the work needs to be performed during non-work time and at his own expense.

In the event of layoff, an employee shall receive a gratuity payment equal to two (2) times his/her vacation
entitlement.

                                              REINSTATEMENTS

Section 7C. When additional employees are needed in any Geographic Location, employees who have been laid
off shall be offered reinstatement in the reverse order in which they were laid off before the positions are filled by
the transfer of employees with less seniority or by the employment of new employees. Notification of opening for
reinstatement shall be given by the Company, by certified mail, to the last address furnished by the employee to
the Company. A copy of such notice shall also be sent to the Local Union involved. Within ninety-six (96) hours
after such notice is received by the laid off employee, the laid off employee must advise the Company whether he
accepts such reinstatement. If no reply is received by the Company within 7 days after the notice is mailed, the
next employee on the seniority list may be notified of the opening. If no employee remains on the seniority list, a
new employee may be hired. Employees recalled shall report to work within seven (7) calendar days after
indicating their willingness to accept reinstatement. If they fail to report within such time, they shall lose their
seniority rights. It will be the responsibility of the laid-off employee to keep the Company and Union advised of
the employee's current mailing address.

                                            WORK ASSIGNMENTS

Section 7D. The Company has the right to assign any type of work to an employee, and to rotate employees
between locations in a Geographic Location. However, consideration will be given to seniority in making such
work assignments.

                                                   TRANSFERS

Section 8. An employee may be temporarily assigned to work at any location in the United States. Such
assignment shall normally not exceed thirty (30) days except that employees may be required to remain at the
customer location for periods exceeding thirty (30) days as necessary to complete the assignment. An employee
who is assigned a temporary remote job that requires the employee to be away from home from Monday through
Friday of the following week will be allowed the two week-end days (i.e. Saturday and Sunday) actually at
home. However, no employee may be permanently transferred without his consent. When transferred either on a
temporary or a permanent basis, the employee shall be permitted by the International and Local Unions of the
IBEW to work at the assigned location.

The Company shall reimburse the employee for any reasonable expenses that are incurred by him in connection
with any temporary assignment or permanent transfer which is made at the request of the Company but the
Company shall not be liable for any expenses incurred by an employee in connection with any assignment or
transfer which is made at the request of the employee. Transfers effected within a Geographic Location as a result
of applying the seniority provisions of this Agreement shall be made solely at the expense of the employee
involved. In cases of temporary transfer, the employee, upon request, shall be advanced not less than two weeks'
prepaid expenses.

                                          GRIEVANCE PROCEDURE

Section 9. If there is any grievance, dispute by any employee covered by this Agreement or Union with respect to
the interpretation or application of any provision of this Agreement, such grievance, dispute or difference shall be
reduced to writing and processed in accordance with the following steps in this grievance
procedure, provided, however, that any individual employee, or group of employees, shall have the right at any
time to present verbally, or in writing, complaints or grievances to the Company and to have such grievances
adjusted, without the intervention of the Union, as long as the adjustment is not inconsistent with the terms of this
Agreement, and provided the Union's representative has been given an opportunity to be present at such
adjustments.

Step One. The grievance shall be submitted to the aggrieved employee's DOM if the employee's Steward and the
DOM fail to settle the grievance within three (3) days, it may be submitted to Step Two.

Step Two. The Region Director and the Union's Business Representative shall attempt to settle the grievance. If
no settlement is reached within five (5) days, the grievance may be submitted to Step Three. The Company's
Human Resources Department shall be copied.

Step Three. The President and Chief Operating Officer of the Company, or his designated representative, and the
International President of the Union, or his designated representative, shall attempt to settle the grievance. If no
settlement is reached within a reasonable time (not to exceed thirty (30) days), the grievance may be submitted to
arbitration as set forth in Step Four.

Step Four. Any grievance not satisfactorily disposed of in accordance with the steps of the grievance procedure
above may be submitted to arbitration under the voluntary arbitration rules then obtaining with the Federal
Mediation and Conciliation Service except the Arbitrator shall be selected as follows: The Federal Mediation and
Conciliation Service shall submit as soon as possible, to each of the Parties, duplicate lists of the names of seven
(7) persons qualified to act. The Union and the Company shall within ten (10) days from the receipt of such lists,
indicate the order of preference, if any, for names on their respective lists. These lists shall be returned to the
FMCS which shall, thereupon, select the Arbitrator from the name or names remaining.

The Parties agree that the decision or award of such Arbitrator shall be final and binding on each of the Parties
and that they will abide thereby, subject to such laws, rules and regulations as may be applicable. The authority of
the Arbitrator shall be limited to determining questions directly involving the interpretation or application of
specific provisions of this Agreement, and no other matter shall be subject to arbitration hereunder. The
Arbitrator shall have no authority to add to, subtract from, or to change any of the terms of this Agreement to
change an existing wage rate or to establish a new wage rate. In no event shall the same question or issue be the
subject of arbitration more than once. Each Party shall bear the expense of preparing and presenting its own
case. The cost of the arbitrator's services and any other expenses incidental to the arbitration, mutually agreed to
in advance, shall be borne equally by the Parties.

All grievances shall be presented as soon as practicable after the occurrence upon which the same is based, but
in no event later than seven (7) days if the same is a dismissal grievance or later than thirty (30) days if the
grievance arises from any other cause.

The failure to submit a grievance within such periods shall constitute a bar to further action thereon. If it is
determined under the grievance procedure, including arbitration, that any adjustment in wages is appropriate,
such adjustment shall be based upon existing wage rates, and shall be applied retroactively to the date of
occurrence, provided that such date is not more than thirty (30) days prior to the date upon which the grievance
was presented.

The Company will consider reprimands or disciplinary action against an employee as cleared from his record
after an eighteen (18) month period from the date of issuance; provided that there have been no further infractions
during that period. The employee's record may be cleared earlier when, in the judgment of the Company, his past
service record warrants such action.

                                     TRAVEL AND LIVING EXPENSES

Section 10. Employees who are required by the Company to travel on Company assignments shall be
compensated as follows:
(a) when temporarily transferred outside the Geographic Location on productive work assignments, a travel
allowance at the applicable rate, calculated on his regular base rate of pay for all time required, not to exceed
eight (8) hours in any one (1) day.

(b) When traveling for instructional purposes and other nonproductive assignments, a travel allowance for the
time spent in such travel, not to exceed eight (8) hours in any one day, at the employee's straight time rate of pay
without regard for whether such travel is on a Saturday or Sunday.

When an employee is required to report directly from his residence to a work location other than within his
assigned Geographic Location, the time spent in travel which is in excess of the normal travel time between his
residence and his assigned Geographic Location and toll charges which are in excess of those normally required
in travel between his residence and his assigned Geographic Location shall be paid. There shall be a maximum of
forty-five (45) minutes normal travel time for those Technicians on truck take home. The Company shall
determine the amount of the excess travel time and it shall be paid at the employee's applicable rate calculated on
his basic wage rate.

The time and method of traveling shall be subject to Company instruction.

Each employee shall be reimbursed by the Company for reasonable living expenses incurred by him while away
from the city assigned as his base of operations, provided that no such reimbursement shall be made for any
particular day unless the employee is required to use a hotel because the distance between his location at the end
of the day and his assigned base of operations, or other circumstances, prohibits his return to the city in which his
base of operations is located. Employees are to submit valid expense reports in a timely manner. Approved
expenses will be paid through the accounts payable system generally within three weeks of submission.

                                                AUTOMOBILES

Section 11. No employee shall be required, as a condition of employment, to furnish an automobile for use in
connection with his work.

                                                  VACATIONS

Section 12. Employees who on January 1 of each year have continuous service credit as set forth below will be
entitled to an amount of vacation in accordance with the following schedule to be taken during the subsequent
twelve
(12) month period:

                   Continuous Service Credit                                           Vacations
                   -------------------------                                           ---------
                   More than 6 months but less than 1 year                              1 week
                   1 year but less than 5 years                                         2 weeks
                   5 years but less than 10 years                                       3 weeks
                   10 years or more                                                     4 weeks
                   25 years or more                                                     5 weeks




The vacation year will begin on January 1 and end on December 31. For the purposes of determining vacation
entitlement, continuous service credit does not accrue while an employee is on layoff or leave of absence.

Employees will be paid at their regular rate of pay for any vacation time which they take. Payment in lieu of taking
accrued vacation will not be allowed. Employees may carry over a maximum of five (5) days from one vacation
year to another. An employee will be entitled to an additional vacation day if a paid holiday falls during his
vacation.

Employees must be on the active payroll on January 1 to be eligible for vacation benefits for the subsequent year.
An employee who is terminated for any reason will be granted payment for vacation time which had accrued in
the preceding vacation year but was not taken in the current year. In addition, where required by state law or
when an employee retires, accrued vacation will be paid on a prorated basis.
Vacation scheduling must be approved in advance by the DOM. The DOM, or his designee will consider an
employee's seniority in making vacation scheduling decisions, provided that doing so is consistent with the
Company's efficient operations.

                                                   HOLIDAYS

Section 13. The following holidays shall be observed: New Years' Day, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day, and Christmas Day. Four (4) personal holidays will be observed by all employees
covered by this Agreement during the period January 1 to December 31 of each year. Each employee shall select
the day he desires to celebrate such holidays except that such holidays shall be distributed evenly across the
period for each seniority group. Choice of the holidays shall be governed by seniority.

For the term of this Agreement other recognized holidays may be observed in place of Memorial Day and the
four (4) personal holidays on the basis of a local understanding between the Local Union Business Representative
and the Company Regional Director, subject to the approval by the Human Resources Department of the
Company and the International Office of the Union. In the absence of any local agreement with respect to these
five (5) holidays, the above named holidays shall be observed. When any holiday designated in this Section falls
on Sunday, and Monday is the day commonly observed for that holiday, such Monday shall be considered as the
designated holiday. When any holiday designated in this Section falls on a Saturday, and Friday is the day
commonly observed for that holiday, such Friday shall be considered as the designated holiday. In the event that
a designated holiday falls on an employee's designated day off other than Saturday or Sunday, the DOM, or his
designee, shall grant the employee his next scheduled workday off, or permit the employee to select any day off
within the next fourteen (14) calendar days. In order to qualify for holiday pay, an employee must work his
scheduled day before and after the holiday unless excused in writing by medical authority.

The Company shall pay employees at their straight time hourly base rate not to exceed eight (8) hours for each of
the above-designated holidays. Employees who are required to work on any one of the designated holidays shall
be paid at two times their straight hourly base rate for hours worked. Such payment to be made in addition to the
employee's basic salary. An employee who is on jury duty, appearing as a subpoenaed witness in court or on
non-war military duty shall receive holiday pay in accordance with this Section instead of the payments provided
for in Section 17.

                                     AGREEMENT AGAINST STRIKES
                                          AND LOCKOUTS

Section 14. There will be no strike, refusal to work, slowdown, sit-down, picketing, or boycott by the Union or
its affiliated Locals or members, or lockout on the part of the Company during the term of this Agreement,
provided that a member of the Union may refuse to enter upon the premises of any employer other than the
Company if the employees of such employer are engaged in a strike ratified or approved by a representative of
such employees whom such employer is required to recognize pursuant to an applicable state law or the labor
Management Relations Act of 1947, as amended.

In consideration of this Agreement, the Union agrees not to sue the Company, its officers or representatives, and
the Company agrees not to sue the Union, its officers, agents or members for any labor matters in any court of
law or equity.

                                              UNION SECURITY

Section 15.A. Union Shop. It shall be a condition of employment that all employees of the Company covered by
this Agreement who are members of the Union on the effective or execution date of this Agreement, whichever is
later, shall remain members and those who are not members on the effective or execution date of this Agreement,
whichever is later, shall on the thirty-first (31st) day following the effective or execution date of this Agreement,
whichever is later, become and remain members of the Union. It shall also be a condition of employment that all
employees covered by this Agreement and hired on or after its effective or execution date, whichever is later,
shall, on the thirty-first
(31st) day following the beginning of employment, become and remain members in good
standing in the Union. This provision shall not apply in any location where it is prohibited by state law, and if so
prohibited it shall apply whenever the law is changed so that it may be effective.

Section 15.B. Checkoff. Except for any employee employed in a state in which assignment is prohibited or void,
upon receipt of an employee's written authorization which shall not be irrevocable for more than one year, or
beyond the termination day of this Agreement, whichever occurs sooner, the Company shall deduct from such
employee's wage on the second bi-weekly pay day of each month the Union dues and remit same to the duly
authorized representative of the Union, together with a list of names of the employees from whose pay deductions
were made.

Within thirty (30) days after receipt of a written authorization from the employee, the Company will deduct an
amount equal to the reasonable initiation fee uniformly required as a condition of acquiring membership in the
Union and will remit said amount to the duly authorized representative of the Union, together with a list of the
names of the employees from whose wages such deductions were made.

The Local Union agrees to hold the Company free from all liability in connection with dues and/or initiation fee
collection except for ordinary diligence and care in transmittal of the monies to the Local Union, and further
agrees that the Company will not be required to deduct from an employee's wages both Union dues and initiation
fees in the same month.

                                 ABSENCE FOR PERSONAL ILLNESS OR
                                  DEATH IN THE IMMEDIATE FAMILY

Section 16.A. Personal Illness. Employees who are absent from work due to personal illness are eligible for paid
sick leave. Paid sick leave will accrue at a rate of .563 days per month. Paid sick leave will be paid at an
employee's straight time rate of pay. Any employee may accumulate up to forty (40) days of paid sick leave.
Accrued sick leave does not pay out upon termination of employment. In addition, employees will receive up to
eight (8) hours of paid leave for absence due to medical appointments.

Section 16.B. Death in the Family. An employee who is absent from work solely because of the death and
funeral of their spouse, child, step-child, foster child (if living in the employee's home), son-in-law, daughter-in-
law, grandchild, parent, step-parent, grandparents, grandparent-in-law, brother, brother-in-law, sister, sister-in-
law, mother-in-law or father-in-law will be compensated, on the basis of straight time earnings, for the time lost
by him from his regular schedule by reason of such absence, for up to three (3) days for each such absence and
up to eight (8) hours per day.

If an employee is entitled to receive, upon proper application, weekly disability benefits under the California
Unemployment Insurance Code for the same period when he is also eligible for "absence payments" under this
Section, the Company will pay such "absence payments" if otherwise eligible, in an amount equal to the difference
between the employee's basic weekly rate and the amount paid to the employee under the California
Unemployment Insurance Code.

If an employee is entitled to receive temporary disability benefits under any State Workers Compensation Law
and state law provides that such benefits must be paid to the employee regardless of his pay status, any "absence
payments" under this Section for the same period will be reduced by the amount of such Workers Compensation
payment.

                                   LEAVE OF ABSENCE FOR JURY AND
                                          MILITARY DUTY

Section 17. Leave of absence shall be granted for jury duty and for military duty to employees. If an employee is
called for jury duty, the Company shall pay the employee's regular basic salary rate for the duration of the jury
duty. An employee called for non-war military duty shall be paid the difference between the base military pay,
plus such allowances as flight pay and submarine pay, and the employee's regular basic salary rate with the
Company for a period of ten
(10) days if the employee is called for training.
Any employee who enters or is called into the Armed Forces of the United States, for an extended period of time
(generally for more than thirty (30) days), will be granted as unpaid leave of absence. Upon satisfactory
completion of military service, the individual will be re-employed in the position which he would have attained had
he remained in continuous employment with the Company, or a job of like status or pay.

                                   LEAVE OF ABSENCE FOR ILLNESS,
                                       INJURY OR DISABILITY

Section 18.A. An employee who shall be found and certified by the employee's attending physician to be unable
to perform regularly assigned duties with the Company because of illness, injury or disability, shall receive a leave
of absence without pay, but with service credit and seniority accumulating while such condition continues. If the
disability continues beyond six (6) months, the employee shall receive an additional leave of absence not to
exceed an additional six (6) months, without pay, with service credit and seniority accumulating. If the disability
continues beyond one (1) year, the employee shall receive additional leaves of absence, without pay, not to
exceed six (6) months in the case of any leave of absence, or a total of twelve (12) months, with service credit
and seniority accumulating, and at the end of a total period of two (2) years, if the employee has not returned to
work, the employee's service credit and seniority will be broken and terminated.

Section 18.B. At the discretion of the Company, an employee may be granted a personal leave of absence for up
to six (6) months without pay, during which time service credit and seniority will not accumulate.

                              LEAVE OF ABSENCE FOR UNION BUSINESS

Section 19. Any member of the Union shall, on written request of the Union and approval by the Company, be
granted a leave of absence for Union business for a three (3) year period. Extensions of one (1) year shall be
requested and granted on written request of the Union and approval by the Company prior to the termination of
such leave.

                                                 LICENSE FEES

Section 20. Whenever a state, city, county, or other local governing body requires the purchase of a license by
telephone technicians, employees in those occupational classifications covered by the respective license law shall
be required to purchase their own licenses in accordance with the law.

For those employees who are required by law to purchase a license, the Company will pay one hundred percent
(100%) of each employee's examination charge and annual license fee.

                                  RECOGNITION OF SHOP STEWARDS

Section 21. The Company recognizes the right of the Union to designate Shop Stewards who shall be recognized
as the representative of the Union as provided herein. Stewards shall be authorized to take up grievances that
may arise from time to time. The Local Union shall supply the Company with a list of the names of the shop
stewards and shall update this list when the circumstances warrant.

The Local Union Business Manager and/or an International Representative of the Union shall have access to any
Region during working hours for the purpose of investigating grievances, complaints or matters arising out of the
application of this Agreement. The Union Representative will notify the Regional Director of his intended visit.

                                                     SAFETY

Section 22. The Company will make all reasonable provisions for the safety and health of its employees during
hours of employment. The Union agrees to encourage its members to become aware of and utilize Industry and
Company standards and practices concerning safety and health matters in performing their duties.

                                                      TOOLS
Section 23. All tools and test equipment required for the work covered by this Agreement shall be supplied by
the Company. Each employee shall be responsible to account for the tools and test equipment so supplied,
ordinary wear and tear excepted. Non-expendable tools and test equipment lost, damaged, or stolen through
employee's negligence shall be replaced or paid for by the employee. It shall be the employee's responsibility to
request replacements for tools and to maintain his tool kit in good and complete condition. Upon such request, it
is the Company's responsibility to furnish such replacements. Each technician's kit shall be checked at least once
during each six (6) months' period against the standard kit list. At that time all necessary tools will be added to
bring the kit up to standard. To the extent that the Company provides a mobile phone to employees covered by
this Agreement, at Company expense, for employee's reasonable business use, employee's will reimburse the
Company for any charges arising out of employee's personal use of the Company provided phone. If no
Company phone has been provided to an employee covered by this Agreement, the Company will reimburse the
employee for the actual costs of the airtime charges for the business purpose calls using such employee's personal
phone provided that such employee submits such charges, with substantiation, through the regular expense
reporting process.

                                                 DRESS CODE

Section 24. The Company has a right to expect employees to be neat, clean and to dress in a business-like
manner as working and weather conditions dictate. The Company reserves the right to implement a reasonable
dress code should conditions warrant.

                               NEW OCCUPATIONAL CLASSIFICATIONS

Section 25. In the event the Company establishes a new occupational classification, the salary rate applicable
shall be determined by negotiations between the Company and the Union. Operations shall not be delayed
through failure to immediately agree upon a salary rate applicable to any such classification. In such cases,
pending the results of negotiations, the Company will establish and place into effect the new occupational
classification and the Company proposed salary rate applicable thereto. A negotiated rate finally established
which is higher than the Company proposed salary rate will be paid retroactive to the date of the start of the
occupational classification.

                                                 INSURANCE

Section 26. Insurance Programs

A. Group Life Insurance: The Company will provide Group Life Insurance Programs for basic life, accidental
death and dismemberment and travel accident. These insurance programs will provide two (2) times an
employee's annual earnings to his beneficiary.

B. Temporary Disability Insurance: The Company will provide and pay for the private plan of non-occupational
disability benefits currently in effect for full-time employees covered by this Agreement. If at any time during the
term of this Agreement the Company is required by law to participate in a State administered plan which provides
disability benefits, such employees will receive benefits solely from such State plan.

C. Comprehensive Health Care Plan: The Company will provide a Comprehensive Health Care Plan (the "Plan")
for full-time employees and their eligible dependents. Employees are responsible to pay up to twenty percent
(20%) of the applicable monthly premium or monthly premium equivalent as annually established for either
individual or family coverage. The rates payable by an employee during 2004 under the Plan (except for life,
disability, dental and vision insurance) will remain unchanged until September 30, 2007, if the employee does not
change his/her Plan or dependent status. During the term of this Agreement, employee co-pay for prescription
medicines will not be increased from the current Plan requirement of $5.00 for generic prescriptions, $15 for
formulary prescriptions and $25 for non-formulary prescriptions. Any changes in the Plan will not take effect until
the Union is notified and afforded an opportunity to discuss such changes for purposes of ensuring good faith
dealings and a smooth transition.
401(k) SAVINGS AND RETIREMENT PLAN

Section 27. The Company will provide a qualified 401(k) Savings and Retirement Plan. Under this Plan, an
eligible employee may elect to contribute up to the maximum amount allowable by law from time to time (within
discrimination testing rules) of annual base pay.

The Company will make matching contributions equal to seventy-five percent (75%) of the first six percent (6%)
of base pay (up to a maximum of $3,000) contributed through salary deferral. Base pay is the employee's base
hourly rate times the number of hours worked each week not to exceed 40 hours.

Notwithstanding the above, the Plan's administration and implementation will be in compliance with ERISA.

The Company will make available to Employees covered by this Agreement a total of twelve- (12) investment
fund options. The 401 (k) Plan available to Employees covered under this Agreement is a self-directed plan and
the employee is solely responsible to direct his or her own investment accounts. The Company recommends that
employees seek the counsel of an independent professional financial advisor with respect to the handling of the
self-directed retirement plan account.

                               PROVISION AGAINST DISCRIMINATION,
                                  INTIMIDATION AND COERCION

Section 28. There shall be no discrimination against any employee because of sex, race, color, national origin,
creed, age, disability, veteran's status or Union activity or membership.

                                                SEPARABILITY

Section 29. Should any provision of this Agreement be declared illegal by any court of competent jurisdiction,
such provision shall immediately become null and void, leaving the remainder of the Agreement in full force and
effect and the parties shall thereupon seek to negotiate substitute provisions which are in conformity with the
applicable laws.

Any local understanding relative to the interpretation or application of any provision of this Agreement must be
executed and approved by the International Office of the Union and the Human Resources Department of the
Company before becoming effective.

                       TERM AND NOTICE OF CHANGE OR TERMINATION

Section 30. This National Agreement shall be effective the 1st day of October, 2004, and shall continue in full
force and effect to and including the 30th day of September, 2007 and thereafter be automatically renewed from
year to year from the 1st day of October, unless notice in writing shall be given by either party to the other of
changes desired in the Agreement or of its termination, at least sixty (60) days prior to September 30, 2003 or
sixty (60) days prior to a subsequent applicable expiration date after automatic renewal. If the Parties do not
reach an agreement with respect to such proposed changes, or a new agreement in the event termination notice
has been given prior to said expiration date, then this National Agreement shall terminate on its expiration date.
The Parties may, however, by mutual consent, extend this Agreement for a specific period of time to allow further
negotiations. Section 30.A. The Company agrees to advise the Union in writing one (1) month in advance of a
change in name or ownership. Before any such change, the new ownership shall be given a copy of this collective
bargaining agreement. The Company further agrees to request that the new ownership offer employment to
Seller's employees.

                        STOCK OPTIONS/EMPLOYEE PURCHASE OF STOCK

Section 31. The Company will issue its standard stock options to employees once within thirty (30) days of the
date of execution of this Agreement and once again on or before October 1, 2005, in the following amount per
issuance: 650 for Master Technicians; 750 for Field Service Engineers; and 850 for Senior Field Service
Engineers.
The Company will allow employees covered under this Agreement to participate in the stock purchase aspects of
the Employee Stock Option Plan ("ESOP"). This undertaking is subject to the right by the Company to withdraw
the ESOP or the stock purchase feature so long as it does so for all of its employees.

The Company also reserves the right to modify or enhance the ESOP, in whole or in part, without including the
employees covered by this Agreement. If the ESOP or the stock purchase feature is withdrawn or otherwise
changed, the IBEW shall have the right to reopen negotiations as to this matter concerning the stock purchase
feature. The Company will notify employees covered under this Agreement of the stock purchase feature.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed hereinbelow by their
respective duly authorized representatives on the date first appearing above.

Jerry Sparling
Vice President

INTERNATIONAL BROTHERHOOD ELECTRICAL WORKERS, AFL-CIO By:

APPROVED:

                                      /s/ Edwin D. Hill
                                      ------------------------------
                                      Edwin D. Hill
                                      International President




MITEL NETWORKS SOLUTIONS, INC.

                                      By: /s/ Jerry Sparling
                                          --------------------------
                                          Jerry Sparling
                                                  SCHEDULE A

Introduction

The Company maintains four occupational groups within its represented field technical group. Each occupational
group has specific requirements that must be met. New hires can be assigned to any occupational group provided
they meet the necessary requirements. After a new hire completes his introductory period, he can request that his
Status be reviewed to determine if he should be placed at a higher Technician level. In the event that such
employee is not placed in a higher Technician level, he may avail himself of the grievance procedure to contest
such action.

The Company reserves the right to require re-certification of any employee in any occupational group when it has
reasonable cause to believe such employee does not fulfill the requirements for such position. An employee who
fails to pass a re-certification will be given six months to re-certify. If the employee fails such second attempt to
pass the re-certification such employee may be reclassified. In the event an employee who has been re-classified
again fails to re-certify at his former level within a six (6) month period, such employee will be subject to
termination. In the event that an employee is re-classified or terminated, he may avail himself of the grievance
procedure to contest such demotion or termination.

Notwithstanding the above, the Company has the right to require re-certification of senior field service engineers
every two (2) years at the direction of the Company.

Training

The District Operations Manager will develop with each employee covered under this Agreement a mutually
agreed upon training plan to aid each such employee in his or her efforts to obtain the requisite training to maintain
his or her job classification during the term of this Agreement. As a part of the training plan, each such employee
may, as required in each individual case, be scheduled for up to one hundred twenty (120) personal training hours
during the term of this Agreement. The Company will make a good faith effort to ensure the employee scheduled
for personal training is not interrupted during the scheduled time to perform service.

On at least a yearly basis, the Company will meet with the Union to review the criteria which is taken into account
in deciding who is selected for products specific training, when they are selected, on which equipment they are
trained, and how the procedure will be performed in the future.

In deciding which employees are trained on which equipment, a major factor that will be taken into account is
what type of equipment is installed and serviced in the Geographic Location in which the Technician works.

Any training provided to members of a particular job classification in a particular Geographical Location will be
offered on a seniority basis provided the senior person or persons have the requisite minimum skills and attributes
necessary to make such training mutually advantageous to the Company and employee.

In order to help ensure that an employee may maintain competence at his level, and improve upon already
existing skills, the Company will provide training which is specific to the equipment that the technician is expected
to install and service. It is the employee's responsibility, however, to seek out and acquire general technological
training which is generic in scope. In order to assist an employee in acquiring such training, the Company has
implemented a tuition reimbursement program. Employees will reimburse the Company for any moneys the
Company expends in providing non product specific training, which is intended to lead to certification, by an
independent party, to the extent the employee leaves the Company on his/her own volition within two (2) years of
receiving such training. The training will-be deemed to have been received at such time as the employee becomes
certified or fails to pass the certification test. The Company will have employees sign an agreement with respect
to such before employee enters the program.

Evaluation

Employees will be given annual performance evaluations. One component of this evaluation will be customer
satisfaction, but only as it relates to the performance of the employee. The Company may, in its sole discretion,
provide remuneration based on customer satisfaction and recognition upon achievement of a higher level of
certification. However, such remuneration shall not be part of, or included in, an employee's wage rate. The
Company may also, in its sole discretion, provide recognition to employees who achieve outstanding customer
satisfaction.

In no event will said performance evaluation be used, however, to discipline an employee, but it may be utilized to
develop a plan for improvement in areas where the Company has determined it is required.

Master Telephone Technician, FSEI Senior FSE Application Evaluation forms (Copies Attached).

Applications/Evaluation forms and prerequisites lists for Master Telephone Technician, Field Service Engineer
and Senior Field Service Engineer may be obtained from the individual Region Offices or from HR.

1. Telephone Technician ("Technician")

This occupational group is used as an entry-level step and training group, consequently it has four steps. A
candidate can jump or bypass any of the steps provided that he meets the criteria of the level being considered
for.

Level 1 Technical school graduate with no practical experience.

Level 2 Basic telephony knowledge. At least six (6) months of practical experience in the business. Demonstrated
ability to layout, install and service key systems and like products.

Level 3 At least one (1) year of practical experience in the business. Demonstrated ability to layout, install and
service key systems and like products.

Level 4 Solid telephony knowledge. At least eighteen (18) months of practical experience. Ability to install and
service at least one (1) of the Company's major distributed products.

Any new hires into the Technician occupational group must achieve the necessary requirements to advance to
Master Technician status within a three (3) year period. Employees who fail to do so may be subject to
termination.

The Company will provide a six (6) month promotional review for all Technicians in order to assess their status.
These reviews will be conducted by the DOM, and employees will be counseled regarding any deficiencies they
may have. If, however, an employee wants to progress more quickly, he may apply for a promotion to a higher
level at an earlier time. In the event that an employee is not promoted after seeking a higher level, he may avail
himself of the grievance procedure to contest such decision.

2. Master Telephone Technician

A Master Telephone Technician is one who has met and continues to meet the challenges of new technology with
a "can do" attitude. He is a specialist in at least two (2) of the Company's product lines and is typically among the
most proficient technicians in the group.

Criteria

- Demonstrated commitment to keeping abreast of new technology in his area of expertise.

- Knowledge of special services telephony (transmission and signaling).

- Understanding of data communications.

- Have actively and successfully participated in Company provided training programs and shown an initiative to
broaden their knowledge through outside training means.
- Have obtained knowledge of digital and microprocessor technology through technical school training or
recognized self-study programs.

- Attain a passing grade on the Company-administered written test.

Master Telephone Technician Selection Process

The Company will initiate the review of each Technician for promotion to Master Technician shortly before the
time in which the individual has served in the Technician classification for three (3) years. The candidate may also
initiate the request for promotion to Master Technician at an earlier time through his supervisor. Once the request
is approved, a review of the qualifications will be completed by the DOM.

The qualifications will reflect the Technician's ability to configure, program and troubleshoot the systems in their
area of expertise. A basic understanding of voice and data communications will also be required. In the event that
a Technician is not promoted to a Master Technician after applying for such position, he may avail himself of the
grievance procedure to contest such decision by the Company.

3. Field Service Engineer

This occupational group develops and rewards the Technicians who have demonstrated superior technical
knowledge and skills combined with outstanding communication and customer relations skills. The position
carries with it a high degree of visibility and status within the organization and a candidate must demonstrate
maturity and high standards of conduct.

He must be credible as a leader by exhibiting superior knowledge and the ability to impart his knowledge to
others in his work group. In addition he may be called to provide formal or informal training.

Criteria

- Successful completion of approved external job related training,
i.e., community college technical course, vocational school, or approved self-study program.

- Hold current Certifications on all major products.

- Attain passing mark on the Company administered written test.

FSE Selection Process

Application

The candidate must initiate the application through his DOM, who reviews the process with him and answers any
related questions. The application, with a completed background information form, is submitted to the Regional
Director, after which a formal examination is scheduled. This examination will take place no later than ninety (90)
days from application date.

FSE Examination

The FSE examination consists of 100 random questions, requiring the applicant to demonstrate a thorough
knowledge of the current Mitel product line, a comprehensive knowledge and understanding of the DOS
commands as related to the Mitel 3300 and Windows computer operating systems, and a basic understanding of
LANs, WANs, and data networking theory and components.

Source material for product questions used on the exam are derived from Mitel technical training courses on SX-
2000, SX-200, SX200ICP, MN3300, ACD, ISDN, and NuPoint and CCNA preparation materials. Source
material for questions on DOS, Windows, data communications, data networks, and LAN/WANs, are courses
that are available from the Multimedia Learning Center in Kanata. Any books or courses that cover the above
topics in detail will serve as equivalent reference material when preparing for the examination.
The minimum-passing grade on the examination is 75%. If a candidate fails the exam, he can re-apply after six
(6) months, after having demonstrated efforts to strengthen knowledge in the failed areas. The retest will consist
of another 100 randomly generated questions.

Responsibilities

All Field Service Engineers are expected to Assist fellow Technicians in solving technical problems and escalating
unresolved problems, through proper channels, to a satisfactory solution.

- Take charge of installations and other situations, leading fellow Technicians to efficient and professional
conclusions.

- Interface with telephone company personnel and escalate when necessary to resolve technical problems with
outside circuits and equipment

- Set an example for other Technicians by producing accurate and complete paperwork in a timely manner.

- Conduct specialized training when required.

- Interface directly with management regarding test equipment needs, parts inventories, and training requirements
for the work group.

- Maintain their technical education and, by example, foster the advancement of others.

4. Senior Field Service Engineer

This occupational group is established to develop/seek the necessary technical skills to meet rapid changing
technologies which are affecting the telecommunication industry. Technologies such as IP Telephony,
Applications, Voice/Data/Video Imaging, Consolidated Networking and open system architecture demand
understanding and knowledge of computing and data networking environments along with knowledge of voice
processing and voice communications.

Candidates for this group will have achieved the requisites for promotion or entry through a combination of:

a) Company provided training and training materials.

b) Outside courses may be reimbursed through the Company Tuition Reimbursement Program.

c) Self development including self paced skill based courses and industry related publications.

d) Practical experience.

Criteria

- Ability to fulfill the requirements of the FSE classification

- Demonstrate proficiency in the following areas:

- Computer literacy in operating systems

- DOS commands as related to the MN3300, and current Windows variant

- Switched 56

- Frame relay

- Fiber Optics Computer network architecture

- Client server
- Protocols - TCP/IP

- LANs, WANs, MANs or Gateways, Routers, Bridges

- Ethernet, Token Ring Applications, Integration

- Computer/Telephony integration

- Network management

- ACD, Call Centers, E911

Senior FSE Examination

The Senior FSE examination consists of 150 random questions, requiring the applicant to demonstrate a thorough
knowledge of the current Mitel product line, a comprehensive knowledge and understanding of major computer
operating systems, and an in-depth understanding of LANs, WANs, and data networking theory and
components.
Source material for product questions used on the exam are derived from Mitel technical training courses on SX-
2000, SX-200, ACD, ISDN, MN3300, SX200ICP, and NuPoint products. Source material for questions on
DOS, Windows, data communications, data networks, and LAN/WANs, are courses that are available from the
Multimedia Learning Center in Kanata. Any books or courses that cover the above topics in detail will serve as
equivalent reference material when preparing for the examination. In addition, any publications that will help
prepare an individual for Microsoft's MCP or MCSE certification, Cisco CCNA are valuable source materials.

The minimum passing grade in the written test category is eighty three percent (83%). If an individual does not
achieve a passing grade, the Company will counsel the employee and help identify the areas/topics that need
focus.

If a candidate fails the exam, he can re-apply after six (6) months after having demonstrated efforts to strengthen
knowledge in the failed area. The retest will consist of another 150 randomly generated questions.

The Company and Union will meet on a yearly basis to review the program's progress/success.

The Company reserves the right, in the future, to determine the maximum number and location of Field Service
Engineers and Senior Field Service Engineers. However, prior to implementing this right, the Company and the
Union will discuss the procedure to be followed.
SCHEDULE B

a) Occupational Groups

Group I Senior Field Service Engineers

                                Group II      Field Service Engineers
                                Group III     Master Telephone Technicians
                                Group IV      Telephone Technicians




b) Geographic Locations

Geographic Locations are set forth below, identified by the appropriate three digit numbers. Geographic
Locations may be changed by written mutual agreement between the Home office of the Company and the
International Office of the Union. Such changes can be made at any time during the terms of this Agreement
provided mutual agreement is reached. Employees are assigned on a Geographic Location basis.

                               STATE      LOC#     LOCATION
                               -----      ----     -------------------------
                               MA         101      Boston Providence
                                          102      Springfield
                               CT         103      Hartford
                               NY         104      Albany
                                          105      Buffalo
                                          106      Rochester
                                          107      Syracuse
                                          108      New York City
                                          109      Long Island
                               NJ         110      North Jersey
                               PA         111      Philadelphia/South Jersey
                                          112      Pittsburgh
                               MD         113      Baltimore/Washington
                               VA         114      Richmond/Norfolk
                               NC         115      Charlotte
                                          116      Raleigh/Durham
                               SC         117      Columbia
                               GA         118      Atlanta
                               FL         119      Miami/Ft. Lauderdale
                                          120      Tampa
                                          121      Orlando
                                          122      Jacksonville
                               LA         123      New Orleans
                               AL         124      Mobile
                               TN         125      Memphis
                                          126      Knoxville
                                          127      Nashville
                               OH         128      Cincinnati
                                          129      Columbus
                                          130      Cleveland
                                          131      Dayton
                               MI         132      Detroit
                               MO         133      Kansas City
                                          134      St. Louis
                               IL         135      Chicago
                               IN         136      Indianapolis
                               KY         137      Louisville
                               TX         138      Dallas/Ft. Worth
                                          139      Houston
                                          140      San Antonio
                                          141      Austin
                               CO         142      Denver
                               AZ         143      Phoenix
                               CA         144      Los Angeles
                                          145      San Francisco/Bay Area
                                          146      San Diego
[ATTACH ORIGINAL EXECUTED LETTER]

ADMINISTRATIVE LETTER

Mitel Communications Solutions, Inc.

LETTER NO. 1

Date: October 1, 2000

Mr. J. J. Barry, International President International Brotherhood of Electrical Works, AFL-CIO 1125 Fifteenth
Street, N.W.
Washington, DC 20005

RE: Geographic Location Wage Differentials

Dear Mr. Barry:

This is to confirm the understanding reached between Mitel Communications Solutions, Inc. (the "Company") and
the International Brotherhood of Electrical Workers (the "Union") regarding potential Geographic Location wage
differentials.

Subsequent to the ratification of the collective bargaining agreement recently negotiated between the parties, the
Company will consider the application by any local Union for a wage rate differential in excess of the negotiated
rates based upon such considerations as the cost of living and market conditions in a particular Geographic
Location.

It is understood and agreed that this letter shall be effective only for the duration of the recently negotiated
collective bargaining agreement, unless terminated at an earlier date by mutual consent of said parties.

          FOR THE UNION:                                     FOR THE COMPANY:

          ------------------------------------               ---------------------------------------
          J. J. Barry, International President               Carl Carruthers, Vice President/General
                                                             Manager
[ADMINISTRATIVE LETTER NO. 2, DATED OCTOBER 1, 2000, SHALL NO LONGER BE
                   EFFECTIVE AS OF OCTOBER 1, 2004.]
[ATTACH ORIGINAL EXECUTED LETTER]

ADMINISTRATIVE LETTER

Mitel Communications Solutions, Inc.

LETTER NO. 3

Date: October 1, 2000

Mr. J. J. Barry, International President International Brotherhood of Electrical Works, AFL-CIO 1125 Fifteenth
Street, N.W.
Washington, DC 20005

RE: Scope of Agreement

Dear Mr. Barry:

This is to confirm that neither this collective bargaining agreement nor its terms apply to employees employed
outside the United States. Likewise, this collective bargaining agreement will not control diagnostic and/or
programming work which has been relocated from Mt. Laurel, New Jersey to Kanata, Ontario, Canada.

          FOR THE UNION:                                        FOR THE COMPANY:

          -----------------------------------------             ----------------------------------
          J. J. Barry, International President                  Carl Carruthers,
                                                                Vice President/General Manager
                                   [ATTACH ORIGINAL EXECUTED LETTER]

                                   ADMINISTRATIVE LETTER
                                   Mitel Communications Solutions, Inc.

                                   LETTER NO. 4

                                   Date: October 1, 2000




Mr. J. J. Barry, International President International Brotherhood of Electrical Works, AFL-CIO 1125 Fifteenth
Street, N.W.
Washington, DC 20005

RE: Secondary and Tertiary Markets

Dear Mr. Barry:

This is to confirm the understanding reached between Mitel Communications Solutions, Inc. (the "Company") and
the International Brotherhood of Electrical Workers (the "Union") with respect to secondary and tertiary markets.

The Union understands that the Company is, and may from time to time during the term of this Agreement
continue to be, in the process of selling off its installed base of customers in certain secondary and tertiary
markets to Platinum Elite VARs, Elite VARs, and Mitel Dealers of Mitel, Inc. (collectively "Dealers"). The
Company agrees to use its good faith, best efforts to encourage said Dealers to employ technicians affected by
this process on mutually satisfactory terms and conditions.

          FOR THE UNION:                                  FOR THE COMPANY:

          ------------------------------------            ---------------------------------------
          J. J. Barry, International President            Carl Carruthers, Vice President/General
                                                          Manager
                                   [ATTACH ORIGINAL EXECUTED LETTER]

                                   ADMINISTRATIVE LETTER
                                   Mitel Communications Solutions, Inc.

                                   LETTER NO. 5

                                   Date: October 1, 2000




Mr. J. J. Barry, International President International Brotherhood of Electrical Works, AFL-CIO 1125 Fifteenth
Street, N.W.
Washington, DC 20005

RE: Special Skill Work

Dear Mr. Barry:

This is to confirm the understanding that from time to time, the Company may have opportunities which involve
work which requires skills or knowledge not possessed by its bargaining unit employees. The parties agree that
the Company may subcontract this work notwithstanding any limit on its right to subcontract contained in the
collective bargaining agreement. However, the parties agree that this side letter will not be utilized to avoid
training bargaining unit employees to do this work. Rather, in the event the Company reasonably expects the
demand for a particular type of work or skill to continue for longer than six (6) months, the Company will attempt
to develop its employees to meet the demand.

          FOR THE UNION:                                        FOR THE COMPANY:

          ----------------------------------------              ----------------------------------
          J. J. Barry, International President                  Carl Carruthers,
                                                                Vice President/General Manager
                                     [ATTACH ORIGINAL EXECUTED LETTER]

                                     ADMINISTRATIVE LETTER
                                     Mitel Communications Solutions, Inc.

                                     LETTER NO. 6

                                     Date: October 1, 2000




Mr. J. J. Barry, International President International Brotherhood of Electrical Works, AFL-CIO 1125 Fifteenth
Street, N.W:
Washington, DC 20005
RE: Designated Senior Field Service Engineer

This is to confirm the understanding reached between Mitel Communications Solutions, Inc. (the "Company") and
the International Brotherhood of Electrical Workers (the "Union") with respect to the Designated Senior FSE
classification.

Definition:

The designated Senior FSE "election" will be used by the Company to fill the need, in select markets, for a limited
number of key personnel, with very specific skills.

The elections, the number of individuals and the markets in which the individuals will be designated shall be at the
exclusive discretion of the Company, based upon the following:

ELECTION CRITERIA:

- Attainment of the Senior FSE classification.

- Superior customer relations skills and ability to address and satisfy customer needs at the professional level, i.e.,
IS Managers/Directors, Consultants, etc.

- Ability to articulate, verbally and in writing, solutions to complex computing, and converged CTI problems.

- Ability to coordinate technical activities and influence others through superior analytical skills and persuasive
power.

- Able to travel (including temporary living) as reasonably required by the Company.

- Ability to coordinate technical activity at multiple sites occurring simultaneously

MAXIMUM NUMBERS

The Company shall determine the number and locations of designated Senior FSEs based on Company
requirements.

DESIGNATED DIFFERENTIAL

The designated individuals will receive an on going differential of $ 2.00 per hour above the current Senior FSE
hourly rate as part of their base. The elected individuals will also be eligible for temporary duty benefits in addition
to travel allowance as appropriate.

          FOR THE UNION:                                     FOR THE COMPANY:

          ------------------------------------               ---------------------------------------
          J. J. Berry, International President               Carl Carruthers, Vice President/General
                                                             Manager
                                             TRAINING FORMS

                               MASTER TECHNICIAN PRE-REQUISITES

To be attached to the Master Technician Application Form

The following information is required to determine the candidates readiness for undertaking the Master Technician
Test. The Candidate is to indicate by a check mark the courses that have been successfully completed. The
recommended courses are for reference only and equivalent material, whether achieved through other means or
through formal tutorials, is recognized. NETG courses are available from the Multimedia Learning Center in
Kanata.

Employee: ____________________________________ Date: ________________________

Region: ______________________________

                                                                             Self          Date      Certified
1. Product                        Recommended course                 Class   Study      Completed    Yes    No
----------                    ---------------------------            -----   -----      ---------    ---    ---
PBX: Current Products
                              Mitel   SX-2000 Certification          _____   _____      ______       ___     ___
                              Mitel   SX-200 Certification           _____   _____      ______       ___     ___
                              Mitel   SX200ICP                       _____   _____      ______       ___     ___
                              Mitel   MN3300                         _____   _____      ______       ___     ___
Vmail:
                              NuPoint Messenger                      _____   _____      ______       ___     ___

Technology
PC's and Application Software Intro
                         NETG/Microsoft                              _____   _____      ______       ___     ___
Data Communications
                         Network Essentials                          _____   _____      ______       ___     ___




List any other courses that you have taken to improve your skills.




NOTE: THIS FORM IS SUBJECT TO COLLECTIVE BARGAINING AGREEMENT WHICH
OVERRIDES THE FORM IN THE EVENT OF A DISCREPANCY.

          SUBMIT TO:       DISTRICT OPERATIONS MANAGER                               FORM # MCS TECH 01
          COPY TO:         REGIONAL DIRECTOR                                         OCT. 2004
                           HUMAN RESOURCES OFFICE
                                                   FSE EXAM STUDY PRE-REQUISITES
                                            To be attached to the FSE Application Form




The following will form the basis of the individual employee training plan.

Employee: ____________________________________ Date: ________________________

Region: ______________________________

                                                                                                           Self       Date
1. Product                               Recommended course                                  Class         Study   Complet
----------                    -----------------------------------------                      -----         -----   -------
a) IP/PBX:

                              Current MN3300 Certification                                   _____         _____   ______
                              Current SX2000 Mitel SX2000 Certification                      _____         _____   ______
                               ACD 2000 Mitel Self Study                                     _____         _____   ______
                               ISDN/PRI Mitel Self Study                                     _____         _____   ______
                              Current Ops Manager Certification                              _____         _____   ______

b) VoiceMail:
                                   NuPoint Mitel/Baypoint Innovations                        _____         _____   ______




The knowledge/information displayed is required to determine the candidate's readiness for certain Product
training and/or undertaking IP readiness courses. The recommended courses are for reference only and
equivalent material, whether achieved through other means or through formal tutorials, is recognized. NETG
courses are available from the Multimedia Learning Center in Kanata.

2. Technology
a) Op. System

        DOS                   NETG /Microsoft                                                _____         _____   ______

        Windows 2000 NETG/Microsoft                                                          _____         _____   ______

        Data Communications Mastery Point                                                    _____         _____   ______

b) Networking
                              Introducing ISDN
                              Networking Foundations - Part 1 - NETG                         _____         _____   ______
                              Networking Foundations - Part 2 - NETG                         _____         _____   ______
                              LAN/ WAN Integration NETG course                               _____         _____   ______
                              Fiber Optics NETG course                                       _____         _____   ______
                              OSI Model                                                      _____         _____   ______
                              ICND NETG course                                               _____         _____   ______




NOTE: This form is subject to collective bargaining agreement which overrides the form in the event of a
discrepancy.

          SUBMIT TO:       DISTRICT OPERATIONS MANAGER                            FORM # MCS TECH 01
          COPY TO:         REGIONAL DIRECTOR                                      SEPT. 2004
                           HUMAN RESOURCE
                                               SENIOR FSE EXAM STUDY PRE-REQUISITES
                                            To be attached to the FSE Application Form




The following will form the basis of the individual employee training plan.

Employee: ____________________________________ Date: ________________________

Region: ______________________________

                                                                                                           Self        Date
1. Product                               Recommended course                                   Class        Study    Complet
----------                    -----------------------------------------                       -----        -----    -------
a) IP/PBX:

                              Current MN3300 Certification                                    _____        _____    ______
                              Current SX2000 Mitel SX2000 Certification                       _____        _____    ______
                               ACD 2000 Mitel Self Study                                      _____        _____    ______
                               ISDN/PRI Mitel Self Study                                      _____        _____    ______
                              Current Ops Manager Certification                               _____        _____    ______

b) VoiceMail:

                                   NuPoint Mitel/Baypoint Innovations                         _____        _____    ______




The knowledge/information displayed is required to determine the candidate's readiness for certain Product
training and/or undertaking the CCNA Certification path and IP readiness courses. The recommended courses
are for reference only and equivalent material, whether achieved through other means or through formal tutorials,
is recognized. NETG courses are available from the Multimedia Learning Center in Kanata.

2. Technology
a) Op. System
       DOS               NETG /Microsoft                                                      _____        _____    ______
       Windows 2000 NETG/Microsoft                                                            _____        _____    ______

        Data Communications Mastery Point                                                     _____        _____    ______

b) Networking
                              Introducing ISDN
                              Networking Foundations - Part 1 - NETG                          _____        _____    ______
                              Networking Foundations - Part 2 - NETG                          _____        _____    ______
                              LAN/ WAN Integration NETG course                                _____        _____    ______
                              Fiber Optics NETG course                                        _____        _____    ______
                              OSI Model                                                       _____        _____    ______
                              ICND NETG course                                                _____        _____    ______
                              Any Cisco CCNA certification study material
                              Mitel Provided Network Lab Exercise Participation




NOTE: This form is subject to collective bargaining agreement which overrides the form in the event of a
discrepancy.

          SUBMIT TO:       DISTRICT OPERATIONS MANAGER                            FORM # MCS TECH 01
          COPY TO:         REGIONAL DIRECTOR                                      SEPT. 2004
                           HUMAN RESOURCES
                                                   Exhibit 4.19

                                   MITEL NETWORKS CORPORATION

                            DEFERRED SHARE UNIT PLAN FOR EXECUTIVES

1. INTRODUCTION

1.1 PURPOSE

The Mitel Networks Deferred Share Unit Plan For Executives has been established to provide executives with
the opportunity to acquire deferred share units in order to allow them to participate in the long term success of
Mitel Networks Corporation (the "Corporation") and to promote a greater alignment of interests between the
executives and shareholders.

1.2 DEFINITIONS

For purposes of the Plan:

(a) "Annual Salary" means straight-time earnings excluding overtime, shift premiums, bonuses, special payments,
marketing incentives and commissions except for commissions for those eligible employees who are targeted to
receive at least 30% of total compensation through incentive based compensation.

(b) "Applicable Withholding Tax" has the meaning set forth in Section 2.3 of the Plan;

(c) "Award Date" means each date on which Deferred Share Units are awarded to a Participant in accordance
with Section 4.1;

(d) "Award Market Value" means (i) at any time prior to a Initial Public Offering and prior to the listing of the
Shares on the TSX, the price for the Shares set by the Committee in good faith and (ii) following the Initial Public
Offering and listing of the Shares on the TSX, means the weighted average trading price of the Shares on TSX on
the five (5) trading days immediately preceding the Award Date;

(e) "Board" means the Board of Directors of the Corporation;

(f) "Committee" means the committee of the Board responsible for administering the Plan, which at the effective
date of the Plan is the Compensation Committee;

(g) "Corporation" means Mitel Networks Corporation and its successors and assigns, and any reference in the
Plan to activities by the Corporation means action by or under the authority of the Board or the Committee;

(h) "Deferred Share Unit" means a unit equivalent in value to a Share, credited by means of a bookkeeping entry
in the books of the Corporation in accordance with Section 4;
                                                         -2-

(i) "Distribution Date" means (i) the date immediately following the date on which the Participant ceases to be an
executive of the Corporation by way of voluntary or involuntary termination of employment with the Corporation
or retirement (the "Separation Date"); or (ii) such later date as elected by the Participant, provided that in no
event shall a Participant be permitted to elect a date which is later than the last business day of the calendar year
following the calendar year in which the Separation Date occurs. An election for a Distribution Date described in
(ii) above will only be valid if it is delivered to the general counsel of the Corporation prior to the Separation Date
in the form prescribed for such purposes by the Corporation;

(j) "Distribution Value" means the weighted average trading price of the Shares on the TSX on the five (5) trading
days immediately preceding the Distribution Date;

(k) "Dividend Equivalents" means a bookkeeping entry whereby each Deferred Share Unit is credited with the
equivalent amount of the dividend paid on a Share in accordance with Section 4.2;

(l) "Dividend Market Value" means the weighted average trading price of the Shares on the TSX on the five (5)
trading days immediately following the dividend record date for the payment of any dividend made on the Shares;

(m) "Initial Public Offering" means the initial offering of Shares to the public by the Corporation pursuant to a
prospectus;

(n) "Participant" means an executive or former executive of the Corporation who has been or is eligible to be
credited with Deferred Share Units under the Plan as designated by the Committee;

(o) "Plan" means the Mitel Networks Corporation Deferred Share Unit Plan For Executives, as amended from
time to time;

(p) "Separation Date" has the meaning set forth in Section 1.2(h)(i) of the Plan;

(q) "Share" means a common share of the Corporation;

(r) "Supplementary Benefits Amount" has the meaning set forth in Section 3.1; and

(s) "TSX" means the Toronto Stock Exchange.

1.3 EFFECTIVE DATE OF THE PLAN

The effective date of the Plan shall be July 1, 2004. The Committee shall review and confirm the terms of the Plan
from time to time.
                                                         -3-

2. ADMINISTRATION

2.1 ADMINISTRATION OF THE PLAN

Except for matters that are under the jurisdiction of the Board as specified under the Plan or as required by law:
(a) the Plan shall be administered by the Committee, which shall have full authority to interpret the Plan, to
establish, amend, and rescind any rules and regulations relating to the Plan, and to make such determinations as it
deems necessary or desirable for the administration of the Plan; and (b) all actions taken and decisions made by
the Committee in this regard shall be final, conclusive, and binding on all parties concerned, including, but not
limited to, the Corporation, the Participants, and their legal representatives.

2.2 DETERMINATION OF VALUE IF SHARES NOT PUBLICLY TRADED

Should the Shares not be publicly traded on the TSX at the relevant time such that the Distribution Value and/or
the Award Market Value and/or the Dividend Market Value cannot be determined in accordance with the
formulae set out in the definitions of those terms, such values shall be determined by the Committee acting in good
faith.

2.3 TAXES AND OTHER SOURCE DEDUCTIONS

The Corporation shall be authorized to deduct from any amount paid or credited hereunder such minimum
amount of taxes and other minimum amounts as it may be required by law to withhold pursuant to applicable law,
in such manner as it determines (the "Applicable Withholding Taxes").

2.4 INFORMATION

Each Participant shall provide the Corporation with all information it requires in order to administer the Plan.

3. SUPPLEMENTARY BENEFITS AMOUNT

3.1 DETERMINATION OF SUPPLEMENTARY BENEFITS AMOUNT

As at December 31 each year, the Committee shall determine, with respect to each Participant, the amount equal
to 15% of the Participant's Annual Salary for such year, less the maximum amount of eligible registered retirement
savings plan contributions for the Participant (the "Supplementary Benefits Amount"), in order to determine the
number of Deferred Share Units which may be awarded to each Participant for such year.

4. DEFERRED SHARE UNITS

4.1 NUMBER OF DEFERRED SHARE UNITS

Each year following the determination of the Supplementary Benefits Amount in accordance with Section 3.1, the
Committee may award Deferred Share Units to a Participant. Upon the determination of the Committee to award
Deferred Share Units, the number of Deferred Share Units (including fractional Deferred Share Units) to be
                                                         -4-

credited to a Participant as of the Award Date each calendar year shall be determined by dividing (a) the
Supplementary Benefits Amount for such Participant for the applicable calendar year, by (b) the Award Market
Value, with fractions computed to three decimal places. All Deferred Share Units received by a Participant shall
be credited to an account maintained for the Participant on the books of the Corporation, as of the Award Date.
The award of Deferred Share Units for a calendar year to a Participant shall be evidenced by an agreement in
writing between the Participant and the Corporation in the form attached as Schedule "A".

4.2 CREDITS FOR DIVIDENDS

A Participant's account shall be credited with Dividend Equivalents in the form of additional Deferred Share Units
on each dividend payment date in respect of which normal cash dividends are paid on the Shares. Such Dividend
Equivalents shall be computed by dividing: (a) the amount obtained by multiplying the amount of the dividend
declared and paid per Share by the number of Deferred Share Units recorded in the Participant's account on the
record date for the payment of such dividend, by (b) the Dividend Market Value, with fractions computed to
three decimal places.

4.3 REPORTING OF DEFERRED SHARE UNITS

Statements of the Deferred Share Unit accounts will be provided to the Participants on an annual basis.

4.4 DISTRIBUTION OF DEFERRED SHARE UNITS

A Participant shall receive, on the Distribution Date, a lump sum payment in cash having a value equal to the
number of Deferred Share Units recorded in the Participant's account on the Distribution Date multiplied by the
Distribution Value of a Share, less any Applicable Withholding Taxes. Upon payment in full of the value of the
Deferred Share Units, the Deferred Share Units shall be cancelled and no further payments shall be made to the
Participant under the Plan.

4.5 DEATH OF PARTICIPANT PRIOR TO DISTRIBUTION

Upon the death of a Participant prior to the distribution of the Deferred Share Units credited to the account of
such Participant under the Plan, a lump sum payment in cash shall be made to the estate of such Participant on or
about the thirtieth (30th) day after the Corporation is notified of the death of the Participant or on a later date
elected by the Participant's estate, in the form prescribed for such purposes by the Corporation and delivered to
the Corporate Secretary no later than twenty (20) days after the Corporation is notified of the death of the
Participant, provided that such date is no later than the last business day of the calendar year following the
calendar year in which the Participant dies. Such payment shall be equivalent to the amount which would have
been paid to the Participant pursuant to and subject to Section 4.4, calculated on the basis that the day on which
the Participant dies, or the date elected by the estate, as applicable, is the Distribution Date. Upon payment in full
of the value of all of the Deferred Share Units that become payable under this
Section 4.5, the Deferred Share Units shall be cancelled and no further payments will be made from the Plan in
relation to the Participant.
                                                         -5-

4.6 ADJUSTMENTS

In the event of any change in the outstanding Shares by reason of a stock split, spin-off, share dividend, share
combination or reclassification, recapitalization, merger, or similar event, the Committee may, subject to
applicable law, adjust appropriately the account of each Participant and the Deferred Share Units outstanding
under the Plan shall be adjusted in such manner, if any, as the Committee may in its discretion deem appropriate
to preserve, proportionally the interests of Participants under the Plan.

5. GENERAL

5.1 AMENDMENT, SUSPENSION, OR TERMINATION OF PLAN

The Committee may from time to time amend or suspend the Plan in whole or in part and may at any time
terminate the Plan without prior notice. However, any such amendment, suspension, or termination shall not
adversely effect the Deferred Share Units previously granted to a Participant at the time of such amendment,
suspension or termination, without the consent of the affected Participant.

If the Committee terminates the Plan no new Deferred Share Units (other than Deferred Share Units referred to
in Section 4.2) will be credited to the account of a Participant, but previously credited Deferred Share Units shall
be paid out in accordance with the terms and conditions of the Plan existing at the time of termination. The Plan
will finally cease to operate for all purposes when the last remaining Participant receives payment of all Deferred
Share Units recorded in the Participant's account.

5.2 COMPLIANCE WITH LAWS

(a) The administration of the Plan shall be subject to and made in conformity with all applicable laws and any
applicable regulations of a duly constituted authority. Should the Committee, in its sole discretion, determine that
it is not feasible or desirable to award Deferred Share Units due to such laws or regulations, its obligation shall be
satisfied by means of an equivalent cash payment (equivalence being determined on a before-tax basis).

(b) In the event that the Committee, after consultation with the Corporation's accountants, determines that it is not
feasible or desirable to award Deferred Share Units or to honour any other provision of the Plan (other than the
Distribution Date) under generally accepted accounting principles as applied to the Plan and the accounts
established under the Plan for each Director, the Committee shall make such changes to the Plan as the
Committee reasonably determines, after consultation with the Corporation's accountants, are required in order to
avoid adverse accounting consequences to the Corporation with respect to the Plan and the accounts established
under the Plan for each Director, and the Corporation's obligations under the Plan shall be satisfied by such other
reasonable means as the Committee shall in its good faith determine.
                                                         -6-

5.3 REORGANIZATION OF THE CORPORATION

The existence of any Deferred Share Units shall not affect in any way the right or power of the Corporation or its
shareholders to make or authorize any adjustment, recapitalization, reorganization or other change in the
Corporation's capital structure or its business, or any amalgamation, combination, merger or consolidation
involving the Corporation or to create or issue any bonds, debentures, shares or other securities of the
Corporation or the rights and conditions attaching thereto or to effect the dissolution or liquidation of the
Corporation or any sale or transfer of all or any part of its assets or business, or any other corporate act or
proceeding, whether of a similar nature or otherwise.

5.4 GENERAL RESTRICTIONS AND ASSIGNMENT

Except as required by law, the rights of a Participant under the Plan are not capable of being anticipated,
assigned, transferred, alienated, sold, encumbered, pledged, mortgaged or charged and are not capable of being
subject to attachment or legal process for the payment of any debts or obligations of the Participant.

Rights and obligations under the Plan may be assigned by the Corporation to a successor in the business of the
Corporation.

5.5 PARTICIPATION IN THE PLAN

The participation of any Participant in the Plan is entirely voluntary and not obligatory and shall not be interpreted
as conferring upon such Participant any rights or privileges other than those rights and privileges expressly
provided in the Plan. In particular, neither participation in the Plan nor any action taken under the Plan constitutes
a condition of employment or service or a commitment on the part of the Corporation to ensure the continued
employment or service of such Participant. The Corporation does not assume responsibility for the personal
income or other tax consequences for the Participants and they are advised to consult with their own tax
advisors.

5.6 NO SHAREHOLDER RIGHTS

Under no circumstances shall Deferred Share Units be considered Shares nor shall they entitle any Participant to
exercise voting rights or any other rights attaching to the ownership of Shares, nor shall any Participant be
considered the owner of the Shares by virtue of the award of Deferred Share Units.

5.7 UNITS NON-TRANSFERRABLE

Deferred Share Units are non-transferrable (except to a Participant's estate as provided in Section 4.5) and
certificates representing Deferred Share Units will not be issued by the Corporation.

5.8 UNFUNDED AND UNSECURED PLAN

Unless otherwise determined by the Committee, the Plan shall be unfunded and the Corporation will not secure
its obligations under the Plan. To the extent any Participant
                                                           -7-

or his or her estate holds any rights by virtue of a grant of Deferred Share Units under the Plan, such rights (unless
otherwise determined by the Committee) shall be no greater than the rights of an unsecured creditor of the
Corporation.

5.9 NO OTHER BENEFIT

No amount will be paid to, or in respect of, a Participant under the Plan to compensate for a downward
fluctuation in the price of a Share, nor will any other form of benefit be conferred upon, or in respect of, a
Participant for such purpose.

5.10 GOVERNING LAW

The Plan shall be governed by, and interpreted in accordance with, the laws of the Province of Ontario and the
laws of Canada applicable therein, without regard to principles of conflict of laws.

5.11 INTERPRETATION

In this text words importing the singular meaning shall include the plural and vice versa, and words importing the
masculine shall include the feminine gender.

5.12 SEVERABILITY

The invalidity or unenforceability of any provision of this Plan shall not affect the validity or enforceability of any
other provision and any invalid or unenforceable provision shall be severed from this Plan.
                                               SCHEDULE "A"

                                   MITEL NETWORKS CORPORATION

                            FORM OF DEFERRED SHARE UNIT AGREEMENT

Personal & Confidential

[DATE]

[NAME OF EXECUTIVE]

Dear _____________:

It is with pleasure that I confirm that $__________ will be credited to your account under the Mitel Networks
Corporation Deferred Share Unit Plan for Executives (the "Plan") in the form of Deferred Share Units.

This component of your remuneration recognizes your ongoing contributions to Mitel Networks Corporation
("Mitel") and reinforces the alignment of the interests of the executives and the shareholders.

In accordance with the terms of the Plan, all Deferred Share Units credited to your account will be paid out at the
time and in the manner specified in the Plan.

If you have any questions on the above, or would like more details, please do not hesitate to contact the
Corporate Secretary's Office.

Would you please sign the enclosed copy of this letter and return it to the Corporate Secretary, at Mitel
Networks Corporation (in the attached self-addressed envelope) by [date] to confirm your agreement with the
foregoing and your agreement to participate in the Plan in accordance with the terms of the Mitel Networks
Corporation Deferred Share Unit Plan for Executives.

Sincerely,



Encl.

I agree with the foregoing and agree to participate in the Mitel Networks Corporation Deferred Share Unit Plan
for Executives in accordance with its terms.

             Dated:
                      ------------------------------     ----------------------------------------
                                                         [NAME OF PARTICIPANT]
                                                 EXHIBIT 4.24

                                   SECOND AMENDING AGREEMENT

           MEMORANDUM OF AGREEMENT made as of the 7th day of February, 2005.

                                                   BETWEEN:

                                  MITEL NETWORKS CORPORATION,

a corporation incorporated under the laws of Canada, as borrower

                                  (hereinafter referred to as the "BORROWER")

                                                       -and-

       THE LENDERS FROM TIME TO TIME PARTIES TO THE CREDIT AGREEMENT,

                                   (hereinafter referred to as the "LENDERS")

                                                       -and-

                                           BANK OF MONTREAL,

a Canadian chartered bank, as Administrative Agent and Lead Arranger

(hereinafter referred to in its own capacity as "BMO" and in its capacity as administrative agent on behalf of the
Lenders, as the "ADMINISTRATIVE AGENT").

WHEREAS pursuant to an amended and restated credit agreement made as of the 21st day of April, 2004 (the
"ORIGINAL AGREEMENT"), a revolving credit facility was made available to the Borrower upon and subject
to the terms and conditions therein set forth;

AND WHEREAS the Borrower and Lenders made certain amendments to the Original Agreement by an
amending agreement dated as of July 24, 2004 (the Original Agreement, as so amended, being hereinafter
referred to as the "CREDIT AGREEMENT");

AND WHEREAS the Borrower and the Lenders have agreed to amend the Credit Agreement by executing and
delivering this Amending Agreement;

NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the premises, the covenants
herein contained and other valuable consideration, the parties hereto agree as follows:
                                                          -2-

l. The Credit Agreement is hereby amended in the following respects:

(a) The definition of "Available Amount" in Section 1.1 of the Credit Agreement is deleted and replaced with the
following:

""AVAILABLE AMOUNT" means, at any time, the lesser of:

(a) the Committed Amount or its Equivalent Amount in U.S. Dollars;

(b) the Borrowing Base; and

(c) (i) if the Barclays Facility has been entered into, Cdn. $20,000,000, or

(ii) if the Barclays Facility has not been entered into or has been fully and finally terminated and repaid in full and
any security granted in connection therewith has been released, Cdn. $25,000,000,

or, in each case, the Equivalent Amount in U.S. Dollars;";

(b) Section 1.1 of the Credit Agreement is amended by adding the following definition:

""BARCLAYS FACILITY" shall mean a working capital credit facility to be entered into between MNL and
Barclays Bank plc in an aggregate amount not exceeding (pound)10,000,000 (including a (pound)10 million
chattel mortgage charging assets of MNL only to be granted by MNL in favour of Barclays Bank plc, as
amended, restated, supplemented or replaced from time to time with the consent of the Required Lenders);";

(c) The definition of "Borrowing Base" in Section 1.1 of the Credit Agreement is deleted and replaced with the
following:

"BORROWING BASE" shall mean, at any time, the sum of:

(i) 50% of Eligible Accounts Receivable; plus

(ii) 90% of EDC Receivables; plus

(iii) 100% of trade accounts of the Borrower and the Guarantors which are secured by bank letters of credit or
guarantee satisfactory to the Required Lenders which bank letters of credit or guarantees shall have been
assigned to the Administrative Agent if so requested by the Administrative Agent;

For purposes of calculating the Borrowing Base, Eligible Accounts Receivable and EDC Receivables of the
Borrower and the Guarantors shall be expressed in
                                                         -3-

Canadian Dollars based on the Equivalent Amount of the value of any such amounts in U.S. Dollars, Sterling or
Euros;";

(d) The definition of "Permitted Debt" in Section 1.1 of the Credit Agreement shall be amended by adding the
following paragraph immediately following paragraph (x) thereof:

"(xi) Debt for borrowed money in an aggregate amount not exceeding
(pound)10,000,000 incurred pursuant the Barclays Facility;"

and re-numbering subsequent paragraphs, and all references thereto, as appropriate to reflect such addition;

(e) Section 2.7(c) of the Credit Agreement is deleted in its entirety;

(f) Section 8.3 of the Credit Agreement is deleted and replaced with the following:

                                        "8.3 FINANCIAL COVENANT

The Borrower covenants and agrees with the Administrative Agent and the Lenders that, unless the
Administrative Agent and the Required Lenders otherwise consent in writing, so long as any amount payable
hereunder is outstanding, the Borrower shall not permit its EBTTDA (determined on a consolidated basis in
accordance with GAAP as in effect on the date of this Agreement and measured as at the last day of each fiscal
quarter of the Borrower for such fiscal quarter then ending, commencing with the fiscal quarter ending July 25,
2004 and, to the extent that any assets or liabilities of Endurance Trust are included in the consolidated financial
statements of the Borrower, calculated without reference to the assets and liabilities of Endurance Trust) to be
less than the following amounts for the relevant fiscal quarter as set forth below:

(i) for the fiscal quarter ending July 25,2004, negative Cdn. $5,000,000;

(ii) for the fiscal quarter ending October 24,2004, Cdn. $0.00;

(iii) for the fiscal quarter ending January 23,2005, Cdn. $3,000,000; and

(iv) for the fiscal quarter ending April 24,2005, negative U.S. $5,000,000.";

(g) Section 8.4 is added to the Credit Agreement as follows:

                                      "8.4 RIGHT OF FIRST REFUSAL

In consideration of the Lender agreeing to amend the credit facility, inter alia, to increase the Available Amount
and to permit MNL to incur additional indebtedness in an amount up to
(pound)10,000,000 to Barclays Bank plc, the Borrower
                                                           -4-

covenants and agrees with the Lender that BMO Nesbitt Burns or any other affiliate of the Lender, in each case
either alone or in combination with any other affiliate of the Lender, shall have a right of first refusal to act, at its
option:

(a) as the lead in connection with any transaction undertaken in Canada or as a co-lead and lead Canadian
underwriter or agent in connection with any transactions undertaken outside Canada for both private and public
offerings of equity or debt; and

(b) as an advisor on any sell-side M&A transaction involving asset sales, including the sale of the company should
a formal sales process be initiated by the Borrower where an investment banker is engaged to manage the sale
process and seek potential buyers, but excluding, at the Borrower's option, responding to an unsolicited bid
resulting from an introduction from another investment bank or advisory firm.

The rights of first refusal herein granted are conditional upon such underwriting and investment banking services
being offered to the Borrower on terms and conditions (including price) which are generally consistent with then-
current market terms and conditions for companies in similar industries and of similar size. The agreement of the
Borrower under this Section 8.4 shall survive termination of this Agreement and shall remain in full force and
effect as an enforceable obligation of the Borrower during the term of this Agreement and for a period of six
months following the scheduled maturity of this Agreement."; and

(h) Section (xviii) of the definition of "Permitted Encumbrance" in Schedule F to the Credit Agreement is deleted
and replaced with the following:

"(xviii)Liens granted in connection with obligations incurred pursuant to clause (x), (xi) or (xii) of the definition of
Permitted Debt;".

2. This Amending Agreement may be executed in counterparts, each of which shall be considered an original and
all of which taken together shall constitute a single agreement.

3. This Amending Agreement shall be governed by the laws of the Province of Ontario and the federal laws of
Canada applicable therein.

4. The Credit Agreement, as amended, is hereby confirmed.
                                               -5-

IN WITNESS WHEREOF the parties hereto have executed this Amending Agreement.

                                      MITEL NETWORKS
                                       CORPORATION

                                   by /s/ Steve Spooner
                                      ------------------------
                                      Name: Steve Spooner
                                      Title: C.F.O




                                 BANK OF MONTREAL, as
                            Administrative Agent And Lead Arranger

                                   by /s/ Ashok Rao
                                      ------------------------
                                      Name: Ashok Rao
                                      Title: Vice President




                               BANK OF MONTREAL, as Lender

                                  by /s/ Ashok Rao
                                     -------------------------
                                     Name: Ashok Rao
                                     Title: Vice President
                                                 Exhibit 4.38

                                           AMENDMENT NO. 2

THIS AMENDMENT is made September 20, 2004 among:

MARCH NETWORKS CORPORATION, a Canadian business corporation having its offices at Tower B, 555
Legget Drive, Ottawa, ON K2K 2X3 ("MARCH NETWORKS")

-and-

MITEL NETWORKS CORPORATION, a Canadian business corporation having its offices at 350 Legget
Drive, Ottawa, ON K2K 2W7 ("MITEL NETWORKS")

-and-

MITEL NETWORKS INTERNATIONAL LIMITED, a Barbadian business corporation having its offices at
Charnic Business Centre, Spring Garden Highway, St. Michael, Barbados ("MNIL")

-and-

MITEL NETWORKS LIMITED, a UK business corporation having its offices at Mitel Business Park,
Portskewett, Caldicott, UK NPZ6 5YR ("MNL")

WHEREAS:

A. March Networks, Mitel Networks, MNIL and MNL entered into an alliance agreement effective as of
September 21, 2001, as amended on September 20, 2003 (the "Alliance Agreement").

B. Pursuant to Section 9.1 of the Alliance Agreement, the parties wish to renew the Alliance Agreement on the
same terms and conditions for an additional six month term expiring on March 31, 2005.

NOW THEREFORE for good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties to this Amendment hereby agree as follows:

1. The term of the Alliance Agreement is hereby extended for an additional six month term, expiring March 31,
2005.
2. All terms and conditions of the Alliance Agreement to remain the same.

IN WITNESS WHEREOF the parties hereto have caused this Amendment to be signed by their duly authorized
representatives as of the date written above.

         MITEL NETWORKS CORPORATION                    MARCH NETWORKS CORPORATION


         BY: /s/ DON SMITH                             BY: /s/ Peter Strom
             ---------------------------------             ------------------------------------
         NAME: DON SMITH                               NAME: Peter Strom
         TITLE: CEO                                    TITLE: President & CEO


         MITEL NETWORKS INTERNATIONAL LIMITED          MITEL NETWORKS LIMITED



         BY: /s/ PAUL BUTCHER                          BY: /s/ PAUL BUTCHER
             ---------------------------------             ------------------------------------
         NAME: PAUL BUTCHER                            NAME: PAUL BUTCHER
         TITLE: PRESIDENT                              TITLE: PRESIDENT




                                                       2
                                                Exhibit 4.41

(TECHNOLOGY PARTNERSHIPS CANADA LOGO) TARTENARIAT TECHNOLOGIQUE CANADA

An Agency of Industry Canada Un organlsme d'Industrie Canada

                                     TPC PROJECT NO. 720-481443
                                        AMENDMENT NO. 2

                             TECHNOLOGY PARTNERSHIPS CANADA

                                     AMENDMENT AGREEMENT

THIS AGREEMENT made

BETWEEN: HER MAJESTY THE QUEEN IN RIGHT OF CANADA,

                        as represented by the Minister of Industry
                        (hereinafter referred to as the "MINISTER")

              AND:      MARCH NETWORKS CORPORATION
                        (hereinafter referred to as "a PROPONENT" or "MARCH NETWORKS").

              AND:      MITEL NETWORKS CORPORATION
                        (hereinafter referred to as "a PROPONENT" or "MITEL NETWORKS")

              AND:      MITEL KNOWLEDGE CORPORATION
                        (hereinafter referred to as "a PROPONENT" or "MITEL KNOWLEDGE")




Collectively referred to as "the PROPONENTS".

INTRODUCTION

(i) The Minister and the Proponents entered into a Contribution Agreement dated the 10th day of October, 2002
under the Technology Partnerships Canada Program (the "Contribution Agreement"); and

(ii) The Contribution Agreement was amended by letter dated March 27, 2003, now called Amendment Number
1; and

(iii) The Minister and the Proponents now wish to amend the Contribution Agreement.

IN CONSIDERATION OF THEIR RESPECTIVE OBLIGATIONS SET OUT IN THE
CONTRIBUTION AGREEMENT, THE PARTIES AGREE TO AMEND THE CONTRIBUTION
AGREEMENT AS FOLLOWS:

(CANADA LOGO) (GRAPHIC)
                                                     Page 2

1. This Amendment must be signed by the Recipient and received by the Minister within thirty (30) days of its
signature on behalf of the Minister, failing which it will be null and void.

2. In Article 3.2:

DELETE: the date "September 30th, 2004"; and REPLACE: with the date "March 31st, 2005".

3. In Article 4.3:

DELETE: the Fiscal Year Contribution amounts in their entirety; and REPLACE: with the following Fiscal Year
Contribution amounts:

4. In Article 7.2:

DELETE: the name "Dr. Donald Mills" and the title "Chief Operating Officer" for March Networks Corporation,
and REPLACE: with the name "Peter Strom" and the title "President and Chief Executive Officer".

5. In Article 8.1:

DELETE: the date "September 30th, 2004"; and REPLACE: with the date "March 31st, 2005".

6. In Schedule 8, Article 4.8:

DELETE: the name "Dr. Donald Mills" and the title "Chief Operating Officer" for March Networks Corporation,
and REPLACE: with the name "Peter Strom" and the title "President and Chief Executive Officer".
                                                Page 3

IN WITNESS WHEREOF the parties hereto have executed this Amendment Agreement through duly
authorized representatives.

HER MAJESTY THE QUEEN IN RIGHT
OF CANADA, as represented by the Minister of Industry

                       Per: /s/ Denise Cuevremont             Apr. 27, 2004
                            -------------------------------   Date
                            Technology Parterships Canada




                              DENISE CUEVREMONT - DIRECTOR
                                        Name & Title

MARCH NETWORKS CORPORATION]

                       Per: /s/ Peter Strom                    May 02, 2004
                            -------------------------------    Date
                            Peter Strom President/CEO
                            Name & Title




MITEL NETWORKS CORPORATION]

                      Per: /s/ Don Smith                      29 April, 2004
                           -------------------------------    Date
                           DON SMITH, CEO
                           Name & Title




MITEL KNOWLEDGE CORPORATION]

                      Per: /s/ Jose Medeiros                  April 30, 2004
                           -------------------------------    Date
                           JOSE MEDEIROS, CFO
                           Name & Title
         (TECHNOLOGY PARTNERSHIPS CANADA LOGO)                 PARTENARIAT TECHNOLOGIQUE CANADA

         An Agency of Industry Canada                          Un organisms d'lndustrie Canada

                                                                     TPC PROJECT NO. 720-481443
                                                                                 AMENDMENT NO.3




                             TECHNOLOGY PARTNERSHIPS CANADA

                                     AMENDMENT AGREEMENT

THIS AGREEMENT made

Between: HER MAJESTY THE QUEEN IN RIGHT OF CANADA, as represented by the

                    Minister of Industry (hereinafter referred to as the "Minister")

          And:      MARCH NETWORKS CORPORATION, a corporation duly incorporated under the
                    laws of Canada, having its head office located at Ottawa, Ontario
                    (hereinafter referred to as "a PROPONENT" or "MARCH NETWORKS").

          And:      MITEL NETWORKS CORPORATION, a corporation duly incorporated under the
                    laws of Canada, having its head office located at Ottawa, Ontario
                    (hereinafter referred to as "a PROPONENT" or "MITEL NETWORKS").

          And       MITEL KNOWLEDGE CORPORATION
                    (hereinafter referred to as "a PROPONENT" or "MITEL KNOWLEDGE")




Collectively referred to as the PROPONENTS.

WHEREAS:

1. The Minister and the Proponents entered into a Contribution Agreement dated the 10th day of October, 2002
pursuant to the Technology Partnerships Canada Program (the "Contribution Agreement"); and

2. The Contribution Agreement was amended by letter dated March 27, 2003 entitled Amendment Number 1;
and

3. Amendment Number 2 executed on April 27, 2004 further amended the Contribution Agreement, and

4. Mitel Knowledge has pursuant to subsection 211 (4) of the Canada Business Corporations Act provided a
Statement of Intent to Dissolve Mitel Knowledge

(CANADA LOGO) (GRAPHIC)
                                                          2

Corporation to the Director under this Act. This Amendment Agreement is contingent upon the receipt by Mitel
Knowledge of a Certificate of intent to dissolve pursuant to subsection 211(5) and section 262 of the Canada
Business Corporations Act and remittance of same to the Minister as evidence that it has been dissolved.

5. Mitel Knowledge has requested and the Minister has agreed following completion of an extensive case review
to delete Mitel Knowledge as a Proponent to this Contribution Agreement pending receipt of the certificate of
dissolution. Therefore, in consideration of their respective obligations set out in the Contribution Agreement the
Minister and the Proponents now wish to further amend the Contribution Agreement.

THEREFORE, the Parties agree as follows:

1. The above preamble is part of this Amendment Agreement (the "Agreement").

2. Unless the context dictates otherwise, words and phrases defined in the Contribution Agreement have the
same meaning in this Agreement

3. PAGE 1 delete:

"And: MITEL KNOWLEDGE CORPORATION, a corporation duly incorporated under the laws of Canada,
having its head office located at Ottawa, Ontario (hereinafter referred to as "a PROPONENT" or "MITEL
KNOWLEDGE")."

4. ARTICLE 4.3 delete and replace with the following:

4.3 Unless the Minister agrees otherwise in writing, and subject to the overall limit stipulated in section 4.1 above,
the amount of the Contribution will not exceed the following amounts in the relevant Fiscal Years of the Project as
follows:

The Minister will consider any request to reprofile these funds, but the Minister will have no obligation to pay any
greater amount in any of the said Fiscal Years except to the extent that such reprofiling will have been agreed to
by the Minister.
                                                       3

4. ARTICLE 7.2 delete address for Mitel Knowledge Corporation

"Jose Madeiros"
Chief financial Officer
Mitel Knowledge Corporation
555 Legged drive-Tower B
Suite 534
Ottawa, Ontario K2K 2X3"

6. ARTICLE 8.15 delete in its entirety.

All provisions of the Contribution Agreement remain in full force and effect, except as modified by this
Amendment Agreement which will enter into force upon receipt by the Minister of the Certificate of Dissolution
issued by the Director of Corporations to Mitel Knowledge.
                                                  4

IN WITNESS WHEREOF the parties hereto have executed this Amendment Agreement through duly
authorized representatives.

HER MAJESTY THE QUEEN IN RIGHT
OF CANADA, as represented by the Minister of Industry

                       Per: /s/ Denise Guevremont               Sept 9, 2004
                            --------------------------------    Date
                            Technology Partnerships Canada




Denise Guevremont, Director, Enabling Technologies Directorate

MARCH NETWORKS CORPORATION

                        Per: /s/ Peter Strom                     Sept 14, 04
                             --------------------------------    Date
                             Peter Strom President & CEO
                             Name & Title




MITEL NETWORKS CORPORATION

                        Per: /s/ DON SMITH                       Sept 16, 04
                             --------------------------------    Date
                             DON SMITH CEO
                             Name & Title




MITEL KNOWLEDGE CORPORATION

                       Per: /s/ JOSE MEDEIROS                   Sept 10, 2004
                            --------------------------------    Date
                            JOSE MEDEIROS CFO
                            Name & Title
         (TECHNOLOGY PARTNERSHIPS CANADA LOGO)               PARTENARIAT TECHNOLOGIQUE CANADA

         An Agency of Industry Canada                        Un organisme d'lndustrie Canada

                                                                    TPC PROJECT NO. 720-481443
                                                                                AMENDMENT NO.4




                            TECHNOLOGY PARTNERSHIPS CANADA

                                    AMENDMENT AGREEMENT

THIS AGREEMENT MADE

Between: HER MAJESTY THE QUEEN IN RIGHT OF CANADA,

                    as represented by the Minister of Industry
                    (hereinafter referred to as the "Minister")

          And:      MARCH NETWORKS CORPORATION, a corporation duly incorporated under the
                    laws of Canada, having its head office located at Ottawa, Ontario
                    (hereinafter referred to as "the Proponent" or "March Networks").

          And:      MITEL NETWORKS CORPORATION, a corporation duly incorporated under
                    the laws of Canada, having its head office located at Ottawa,
                    Ontario (hereinafter referred to as "the Proponent" or "Mitel
                    Networks").

          And:      MARCH HEALTHCARE CORPORATION, a corporation duly incorporated under
                    the laws of Canada, having its head office located at Ottawa, Ontario
                    (hereinafter referred to as "the Proponent" or "March Healthcare").

                    Collectively referred to as the PROPONENTS, and acting herein as
                    joint and several.




INTRODUCTION

1. The Minister, March Networks, Mitel Networks and Mitel Knowledge Corporation entered into a
Contribution Agreement dated the 10th day of October, 2002 under the Technology Partnerships Canada
Program (the "Contribution Agreement"); and

2. The Contribution Agreement was amended by letter dated March 27, 2003 entitled Amendment Number 1;
and

3. Amendment Number 2 executed on April 27, 2004 further amended the Contribution Agreement, and

4. Amendment Number 3 executed on September 9, 2004 further amended the Contribution

(CANADA LOGO) (GRAPHIC)
                                                        2

                                               Agreement, and

5. March Networks has requested and the Minister has agreed to insert March Healthcare as a Proponent, to
this Contribution Agreement.

IN CONSIDERATION OF THEIR RESPECTIVE OBLIGATIONS SET OUT IN THE
CONTRIBUTION AGREEMENT, THE PARTIES AGREE TO AMEND THE CONTRIBUTION
AGREEMENT AS FOLLOWS:

1. At PAGE 1, insert:

"And: MARCH HEALTHCARE CORPORATION, a corporation duly incorporated under the laws of Canada,
having its head office located at Ottawa, Ontario (hereinafter referred to as "the Proponent" or "March
Healthcare")."

2. At ARTICLE 7.2, insert:

Christine Cimaglia,
Chief Operating Officer
March Healthcare Corporation
555 Legget Drive - Tower B
Ottawa, Ontario K2K 2X3

Fax: (613) 591-7337

3. At Page 6, insert new ARTICLE 8.3.4

"The Minister consents to the transfer of all Intellectual Property related to the March Networks tele-health
solution be transferred to March Healthcare, effective as of the effective date of this Amendment Agreement No.
4 since March Healthcare is now one of the Proponents under this Agreement. The parties agree that March
Healthcare will be responsible for its compliance with the terms and conditions of the Contribution Agreement for
that portion of the Project that relates to the tele-health solution."

ALL PROVISIONS OF THE CONTRIBUTION AGREEMENT REMAIN IN FULL FORCE AND
EFFECT, EXCEPT AS MODIFIED BY THIS AMENDMENT AGREEMENT.
                                                  3

IN WITNESS WHEREOF the parties hereto have executed this Amendment Agreement through duly
authorized representatives.

HER MAJESTY THE QUEEN IN RIGHT
OF CANADA, as represented by the Minister of Industry

                   Per: /s/ Kash Ram                                2005-06-15
                        -----------------------------------------   Date
                        Technology Partnerships Canada




                    KASH RAM, DIRECTOR, ENABLING TECHNOLOGIES
                                    Name & Title

MARCH NETWORKS CORPORATION

                   Per: /s/ Ken Taylor
                        -----------------------------------------   2005-06-23
                        KEN TAYLOR, CFO                             Date
                        Name & Title




MITEL NETWORKS CORPORATION

                   Per: /s/ Don Smith
                        -----------------------------------------   27 JUNE 05
                        DON SMITH, CEO                              Date
                        Name & Title




MARCH HEALTHCARE CORPORATION

                   Per: /s/ Christine Cimaglia
                        -----------------------------------------   June 20/05
                        CHRISTINE CIMAGLIA, COO                     Date
                        Name & Title
         (TECHNOLOGY PARTNERSHIPS CANADA LOGO)               PARTENARIAT TECHNOLOGIQUE CANADA

         An Agency of Industry Canada                        Un organisme d'Industrie Canada

                                                                    TPC PROJECT NO. 720-481443
                                                                               AMENDMENT NO. 5




                            TECHNOLOGY PARTNERSHIPS CANADA

                                    AMENDMENT AGREEMENT

THIS AGREEMENT MADE

Between: HER MAJESTY THE QUEEN IN RIGHT OF CANADA, as represented by the

                    Minister of Industry (hereinafter referred to as the "Minister")

          And:      MARCH NETWORKS CORPORATION, a corporation duly incorporated under the
                    laws of Canada, having its head office located at Ottawa, Ontario
                    (hereinafter referred to as "the Proponent" or "March Networks").

          And:      MITEL NETWORKS CORPORATION, a corporation duly incorporated under the
                    laws of Canada, having its head office located at Ottawa, Ontario
                    (hereinafter referred to as "the Proponent" or "Mitel Networks").

          And:      MARCH HEALTHCARE CORPORATION, a corporation duly incorporated under
                    the laws of Canada, having its head office located at Ottawa, Ontario
                    (hereinafter referred to as "the Proponent" or "March Healthcare").

                    Collectively referred to as the PROPONENTS, and acting herein as
                    joint and several.




INTRODUCTION

1. The Minister, March Networks, Mitel Networks and Mitel Knowledge Corporation entered into a
Contribution Agreement dated the 10th day of October, 2002 under the Technology Partnerships Canada
Program (the "Contribution Agreement"); and

2. The Contribution Agreement was amended by letter dated March 27, 2003 entitled Amendment Number 1;
and

3. Amendment Number 2 executed on April 27, 2004 further amended the Contribution Agreement, and

(CANADA LOGO) (GRAPHIC)
                                                    2

4. Amendment Number 3 executed on September 9, 2004 further amended the Contribution Agreement, and

5. Amendment Number 4 executed on June 27, 2005 further amended the Contribution Agreement, and

6. The Minister and the Proponent now wish to amend the Contribution Agreement.

IN CONSIDERATION OF THEIR RESPECTIVE OBLIGATIONS SET OUT IN THE
CONTRIBUTION AGREEMENT, THE PARTIES AGREE TO AMEND THE CONTRIBUTION
AGREEMENT AS FOLLOWS:

1. At Article 8, entitled "Special Conditions":

DELETE:

AND SUBSTITUTE WITH THE FOLLOWING:
                                                  3

ALL PROVISIONS OF THE CONTRIBUTION AGREEMENT REMAIN IN FULL FORCE AND
EFFECT, EXCEPT AS MODIFIED BY THIS AMENDMENT AGREEMENT.

IN WITNESS WHEREOF the parties hereto have executed this Amendment Agreement through duly
authorized representatives.

HER MAJESTY THE QUEEN IN RIGHT
OF CANADA, as represented by the Minister of Industry

                Per: /s/ Linda Dunn                                     Sept. 26/05
                     ----------------------------------------------     Date
                     Technology Partnerships Canada




                           Linda Dunn, A/Director - Enabling Technologies

MARCH NETWORKS CORPORATION

                 Per: /s/ Peter Strom                                   Oct 1, 05
                      ----------------------------------------------    Date
                      Peter Strom
                      President & CEO
                      Name & Title




MITEL NETWORKS CORPORATION

                  Per: /s/ Steve Spooner                                    9/30/05
                       ----------------------------------------------       Date
                       Steve Spooner
                       CFO
                       Name & Title
                                         4

MARCH HEALTHCARE CORPORATION

           Per: /s/ CHRISTINE CIMAGLIA                           3 OCT 05
                ----------------------------------------------   Date
                CHRISTINE CIMAGLIA, COO
                Name & Title
.

                                                .
                                                .
                                            Exhibit 8.1

                             MITEL NETWORKS CORPORATION
                                     SUBSIDIARIES

                                                                                                          % S
        CORPORATION            JURISDICTION         DIRECTORS                     OFFICERS
-------------------------   -----------------   ------------------   ---------------------------------   ----
MITEL NETWORKS              Canada              Terence Matthews     Terrence Matthews - Chairman        N/a
CORPORATION                                     Don Smith            Don Smith - CEO
                                                Paul Butcher         Peter Charbonneau - Vice Chairman
                                                Peter Charbonneau    Paul Butcher - President & COO
                                                Kirk Mandy           Steve Spooner -CFO
                                                David Row-Beddoe     Doug McCarthy - Treasurer
                                                Guthrie Stewart      Kent Plumley - Secretary
                                                Gil Palter           Sandra Felskie - Assistant
                                                                     Secretary

MITEL NETWORKS HOLDINGS     UK - Laws of        Graham Bevington     Graham Bevington - Managing         100%
LIMITED                     England and Wales   Steve Spooner        Director
                                                Kay Dawes            Chris Crane - Secretary

                                                                     (Doug McCarthy has signing
                                                                     authority for bank accounts)

MITEL NETWORKS LIMITED      UK - Laws of        Paul Butcher         Graham Bevington - Managing         100%
                            England and Wales   Steve Spooner        Director                            * ow
                                                Graham Bevington     Chris Crane - Secretary
                                                Mike Ford
                                                Kay Dawes            (Doug McCarthy has signing
                                                                     authority for bank accounts)

MITEL NETWORKS GMBH         Germany             Graham Bevington     Graham Bevington - Managing         100%
                                                                     Director                            * ow
                                                                     Chris Crane - Secretary

MITEL NETWORKS ITALIA SRL   Italy               Euro Scrobogna       Paul Butcher - President            100%
                                                Paul Butcher                                             * ow

MITEL NETWORKS SARL         France              Graham Bevington     Graham Bevington - Managing         100%
(FRANCE)                                                             Director                            * ow
CONFIDENTIAL

MITEL TELECOM LIMITED      UK - Laws of        Graham Bevington     Graham Bevington - Managing         100%
                           England and Wales   Paul Butcher         Director                            * ow
                                                                    Chris Crane - Secretary

MITEL FINANCIAL SERVICES   UK - Laws of        Simon Jones          Graham Bevington - Managing         75%
LIMITED                    England and Wales   Martin Vodden        Director                            * ow
                                               Graham Bevington     Chris Crane - Secretary

MITEL NETWORKS INC.        USA - Delaware      Paul Butcher         Kevin Bowyer - President            100%
                                               Kevin Bowyer         John Uehling - Vice President       *own
                                               Christian Na         Christian Na - Secretary
                                               Steve Spooner        Douglas McCarthy - Treasurer
                                                                    Jerry Sparling - Vice President

MITEL NETWORKS ASIA        Hong Kong           Roger Fung           Roger Fung - President/Secretary    100%
PACIFIC LIMITED                                Steve Spooner
                                                                    (Doug McCarthy has signing
                                                                    authority for bank accounts)

TIANCHI-MITEL              China               Alec Hart            Roger Fung                          50%
TELECOMMUNICATIONS                             Douglas McCarthy
CORPORATION                                    Roger Fung
                                               Barry Lai
                                               Kong Muk Yin
                                               Wang De-Xin
                                               Yang Yu Kuen
                                               Zhu Rong-Chun

MITEL NETWORKS             Barbados            Paul Butcher         William G. Merrick - Managing       100%
INTERNATIONAL LIMITED                          William G. Merrick   Director
                                               Colin G. Goddard     The Corporate Secretary Limited,
                                               Peter N. Rock        represented by Mary Ellen Bourque
                                                                    and/or Donna Stoute - Secretary

MITEL NETWORKS OVERSEAS    Barbados            Paul Butcher         William G. Merrick - Managing       100%
LIMITED                                        William G. Merrick   Director
                                               Colin G. Goddard     The Corporate Secretary Limited,
                                               Peter N. Rock        represented by Mary Ellen Bourque
                                                                    and/or
                                                                    Donna Stoute - Secretary

MITEL NETWORKS (MEXICO)    Mexico              Paul Butcher         Paul Butcher - Chairman             100%
                                               Mario Vazquez        Mario Vazquez - Secretary




DISTRIBUTION: JUDY WADDELL, THERESA HORVATH, KATHLEEN O'REILLY

10/19/2005

                                                2
                                                   EXHIBIT 12.1

SECTION 302 CERTIFICATION

I, Donald W. Smith, certify that:

1. I have reviewed this annual report on Form 20F of Mitel Networks Corporation for the period ended April
24, 2005, and for the six (6) day transition period ended April 30, 2005;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report,
fairly present in all material respects the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we
have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which the annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this annual
report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this annual report based on such evaluation; and

c) disclosed in this annual any change in the registrant's internal control over financial reporting that occurred
during the period covered by this annual report that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal
controls over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent function):

a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial
reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and
report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in
the registrant's internal controls.

               Date: October 20, 2005



                                                            /s/ Donald W. Smith
                                                            -----------------------------------
                                                            Name: Donald W. Smith
                                                            Title: Chief Executive Officer
                                                   EXHIBIT 12.2

SECTION 302 CERTIFICATION

I, Steven Spooner, certify that:

1. I have reviewed this annual report on Form 20F of Mitel Networks Corporation for the period ended April
24, 2005, and for the six (6) day transition period ended April 30, 2005;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report,
fairly present in all material respects the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we
have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which the annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this annual
report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this annual report based on such evaluation; and

c) disclosed in this annual any change in the registrant's internal control over financial reporting that occurred
during the period covered by this annual report that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal
controls over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent function):

a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial
reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and
report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in
the registrant's internal controls.

           Date: October 20, 2005

                                                                 /s/ Steven Spooner
                                                                 ----------------------------------
                                                                 Name: Steven Spooner
                                                                 Title: Chief Financial Officer
                                                   EXHIBIT 13.1

                          Certification by Chief Executive Officer of Annual Report

                                  CERTIFICATION OF ANNUAL REPORT

I, Donald W. Smith, Chief Executive Officer of Mitel Networks Corporation ("Mitel"), certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) the Annual Report on Form 20-F of Mitel, for the fiscal year ended April 24, 2005, and for the six day
transition period ended April 30, 2005, filed with the U.S. Securities and Exchange Commission on the date
hereof (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of Mitel.

               Dated: October 20, 2005

                                                              /s/ Donald W. Smith
                                                              ---------------------------------
                                                              Name: Donald W. Smith
                                                              Title: Chief Executive Officer
                                                   EXHIBIT 13.2

                          Certification by Chief Financial Officer of Annual Report

                                  CERTIFICATION OF ANNUAL REPORT

I, Steven Spooner, Chief Financial Officer of Mitel Networks Corporation ("Mitel"), certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) the Annual Report on Form 20-F of Mitel, for the fiscal year ended April 24, 2005, and for the six day
transition period ended April 30, 2005, filed with the U.S. Securities and Exchange Commission on the date
hereof (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of Mitel.

          Dated: October 20, 2005

                                                                   /s/ Steven Spooner
                                                                   ---------------------------------
                                                                   Name: Steven Spooner
                                                                   Title: Chief Financial Officer