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

                                                                       EXHIBIT 2

                    LETTER AGREEMENT, DATED FEBRUARY 6, 0000,
                 XXXXXXX XX. XXXXXXX X. XXXXXXXX AND XXXX XXXXX

                                                                    CONFIDENTIAL

February 6, 2004

BY HAND DELIVERY

Xx. Xxxx X. Xxxxx
30 Pentland Cres.
Xxxxxx, Xxxxxxx
X0X 0X0

Dear Xxxx:

            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,

Xxxxxxx X. Xxxxxxxx