EXHIBIT 2 LETTER AGREEMENT, DATED FEBRUARY 6, 2004, BETWEEN DR. TERENCE H. MATTHEWS AND MARY MILLS

                                                                       EXHIBIT 2

                    LETTER AGREEMENT, DATED FEBRUARY 6, ▇▇▇▇,
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                                                                    CONFIDENTIAL

February 6, 2004

BY HAND DELIVERY

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30 Pentland Cres.
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Dear ▇▇▇▇:

            RE:               MITEL NETWORKS CORPORATION

      -     I will grant you, out of my personal Mitel shareholdings, a warrant
            to purchase 200,000 shares of common stock of Mitel equal, in the
            aggregate. Such warrant shall be granted and shall vest on August 1,
            2004 and shall have an exercise price equivalent to the price of the
            current equity round led by CIBC.

      -     This warrant shall expire on August 1, 2007.

      -     In the event of your death, this warrant will pass to your estate
            and all conditions and terms will remain the same.

Yours very truly,

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