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                                                                    Exhibit 10.5

                        GEAC COMPUTER CORPORATION LIMITED



                          EMPLOYEE STOCK PURCHASE PLAN














                         Effective as of August 1, 2001
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                        GEAC COMPUTER CORPORATION LIMITED

                          EMPLOYEE STOCK PURCHASE PLAN


THIS EMPLOYEE STOCK PURCHASE PLAN of Geac Computer Corporation Limited (the
"Corporation") takes effect as of August 1, 2001. It continues and replaces the
Corporation's Employee Stock Ownership Plan II dated November 1, 1984 ("ESOP
II").

1.    PURPOSE

1.1   This Plan has been established to enable eligible employees of the
      Corporation to acquire Common Shares in Geac Computer Corporation Limited,
      in a convenient and systematic manner, so as to enable Employees to take a
      proprietary interest in the Corporation through equity participation, to
      encourage continued Employee interest in the operation, growth and
      development of the Corporation, as well as to provide an additional
      investment opportunity to employees.

2.    DEFINITIONS AND INTERPRETATION

2.1   In this Plan the following terms have the following meanings:

      (a)   "Administrator" means the Board, or if and to the extent the Board
            does not administer the Plan, the Committee or any other person
            appointed by the Board in accordance with Section 11 hereof;

      (b)   "Base Salary" means the gross salary amount paid to an Employee in
            the regular payroll period as of May 1 in any year (without taking
            into account any deduction either required by law or directed to be
            made by the Employee, and excluding any overtime pay, commissions,
            shift allowances, bonus, benefit, other remuneration or payment
            reflecting an Employee's entitlement under any profit sharing plan
            in effect from time to time);

      (c)   "Board" means the Board of Directors of the Corporation;

      (d)   "business day" means a day on which a chartered bank in Toronto is
            generally open for business;

      (e)   "Committee" means the committee of the Board (which may be
            constituted by one member of the Board), as constituted from time to
            time, which may be appointed by the Board to, inter alia, interpret,
            administer and implement the Plan, and includes any successor
            committee appointed by the Board for such purposes;

      (f)   "Common Shares" means the common shares of Geac;

      (g)   "Corporation" or "Geac" means Geac Computer Corporation Limited, its
            successors and assigns;
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                                       2


      (h)   "Employee" means a regular full-time employee or officer, or a
            permanent part-time employee, of the Corporation or of a Subsidiary
            working a minimum of 20 hours per week and for greater certainty
            does not include non-permanent part-time, casual, temporary or
            retired employees of the Corporation or consultants to the
            Corporation;

      (i)   "Employee Shares" means the Common Shares purchased by an Employee
            or Employees under the Plan;

      (j)   "fiscal quarter" means any of the Corporation's fiscal quarters
            ending July 31, October 31, January 31 and April 30 in each fiscal
            year;

      (k)   "Insider" means (i) an insider as defined in the Securities Act
            (Ontario), other than a person who falls within that definition
            solely by virtue of being a director or senior officer of a
            subsidiary; and (ii) an associate, as such term is defined in the
            Securities Act (Ontario), of any person who is an insider by virtue
            of (i).

      (l)   "Notice of Termination" means the notice of termination in the form
            of Exhibit "B" annexed hereto;

      (m)   "Outstanding Issue" means the aggregate number of Common Shares then
            being referred to that are outstanding immediately prior to the
            share issuance in question, excluding Common Shares which have been
            issued pursuant to Share Compensation Arrangements over the
            immediately preceding one year period;

      (n)   "Plan" means this Employee Stock Purchase Plan and includes all
            amendments thereto;

      (o)   "Plan Member" means an Employee who has been accorded membership in
            the Plan;

      (p)   "Purchase Date" means the first business day immediately following
            the last day of each of Geac's fiscal quarter;

      (q)   "Quarterly Weighted Arithmetic Mean" means the arithmetic mean of
            the weighted average trading prices for Geac Common Shares on the
            TSE for each business day on which such Common Shares were traded
            during the fiscal quarter immediately before a Purchase Date, which
            weighted average trading prices for a business day shall be
            calculated by dividing the total value of the Common Shares traded
            on such business day by the total volume of the Common Shares traded
            on such business day;

      (r)   "Share Compensation Arrangement" means a stock option, stock option
            plan, employee stock purchase plan or any other compensation or
            incentive plan involving the issuance or potential issuance of
            Common Shares to Employees,
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                                       3


            Insiders and any other person engaged to provide ongoing management
            or consulting services for the Corporation or for its Subsidiaries;

      (s)   "Subscription Form" means the subscription form in the form of
            Exhibit "A" annexed hereto;

      (t)   "Subsidiary" means a subsidiary, as defined in the Canada Business
            Corporations Act, of the Corporation; and

      (u)   "TSE" means The Toronto Stock Exchange.

2.2   This Plan is established under the laws of the Province of Ontario and the
      rights of all parties and the interpretation of each and every provision
      of the Plan shall be governed and construed in accordance with the laws of
      Ontario and the laws of Canada applicable therein.

2.3   In this Plan, unless the context requires otherwise, references to the
      male gender include the female gender, words importing the singular number
      may be construed to extend to and include the plural number, and words
      importing the plural number may be construed to extend to and include the
      singular number.

3.    ELIGIBILITY

3.1   Each Employee resident in Canada is eligible to participate in the Plan
      from the date that is three (3) months after he has entered the continuous
      full-time employment of Geac or a Subsidiary.

3.2   For the purpose of this Plan, continuous employment shall include sick
      leaves, maternity leaves, short term disability leaves and other leaves of
      absence approved by the Corporation, provided that where the period of
      leave exceeds ninety (90) days and the individual's right to reemployment
      is not guaranteed either by statute or by contract, the employment
      relationship will be deemed to have terminated on the 91st day of such
      leave.

4.    MEMBERSHIP

4.1   Any Employee of Geac or a Subsidiary may, at any time after he has been in
      the continuous full-time employ of Geac or a Subsidiary for a period of
      three (3) months, notify Geac that he wishes to become a member of this
      Plan, by completing a Subscription Form in the form annexed hereto as
      Exhibit "A". Membership will become effective on the date of the
      commencement of a fiscal quarter if the Corporation receives the
      Employee's Subscription Form at least five (5) business days prior to the
      commencement of such fiscal quarter; otherwise membership will become
      effective at the commencement of the next following fiscal quarter.

4.2   An Employee who terminates his membership in the Plan in accordance with
      subsection 8.1 hereof may apply for renewal of membership in the Plan, but
      only after four full fiscal
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                                       4


      quarters have elapsed since the effective date of termination of his
      membership and such renewal of membership will become effective as of the
      date of commencement of a fiscal quarter if the Corporation receives the
      Employee's Subscription Form to renew membership at least five (5)
      business days prior to the commencement of such fiscal quarter; otherwise
      renewal of membership will become effective as of the commencement of the
      next following fiscal quarter.

4.3   The Corporation will provide each Plan Member with the following:

      (a)   a copy of the Plan; and

      (b)   any other information regarding the Plan required to be provided,
            and in a manner prescribed, under any applicable law.

5.    PLAN MEMBERS' PAYROLL DEDUCTIONS

5.1   An Employee in applying for membership in the Plan shall in the
      Subscription Form designate that one of two per cent (2%), five per cent
      (5%) or ten per cent (l0%) of his Base Salary is to be deducted from his
      salary payments for the purpose of purchasing Common Shares under this
      Plan.

5.2   A Plan Member may from time to time change the amount so designated under
      subsection 5.1, with respect to the fiscal quarter and all subsequent
      fiscal quarters, from one of two per cent (2%), five per cent (5%), or ten
      per cent (10%) to either of such other percentages by submitting to Geac a
      Subscription Form for this purpose at least five (5) business days prior
      to the commencement of the fiscal quarter in which such change of
      designated percentage is to take effect; otherwise the change of
      designated percentage will take effect in the next following fiscal
      quarter. Such a change may be made only once in each fiscal year of Geac
      unless the change is in connection with the commencement or termination of
      a leave of absence or short-term disability, or unless compliance with
      this provision is waived by Geac.

5.3   Payroll deductions will be made from a Plan Member's payroll in each
      regular payroll period after the commencement of his membership in the
      Plan. The amount of payroll deduction in each regular payroll period shall
      be equal to the product of a Plan Member's Base Salary multiplied by the
      percentage designated by the Plan Member under subsection 5.1. In the
      event a Plan Member changes his designation of payroll deduction
      percentage in accordance with subsection 5.2, the amount of the payroll
      deduction shall be adjusted accordingly. In the event a Plan Member's
      membership in the Plan is terminated in accordance with Sections 8, 9 and
      13 herein, the payroll deductions will discontinue as provided in Sections
      8, 9 and 13.

5.4   An individual bookkeeping account shall be maintained under the Plan for
      each Plan Member. The amounts deducted from a Plan Member's payroll shall
      be credited to the Plan Member's account under the Plan and shall
      constitute subscriptions by the Plan
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                                       5


      Member for Common Shares under the Plan. No interest shall accrue to a
      Plan Member in respect of the amounts credited to the Plan Member's
      account under the Plan.

5.5   All amounts credited to Plan Members' accounts under the Plan shall be the
      property of Geac, subject to subsections 8.2, 9.2 and 13.2 herein. All
      payroll deductions made under the Plan shall be deposited with the general
      funds of the Corporation and may be used by the Corporation for any
      corporate purpose.

6.    QUARTERLY PURCHASE OF COMMON SHARES

6.1   Subject to the provisions in Section 12 herein, as of each Purchase Date,
      Geac shall issue to each Plan Member from treasury that number of Common
      Shares (rounded downward to the nearest whole number of shares) determined
      by dividing the balance of the amount credited to a Plan Member's account
      under the Plan on the last day of the fiscal quarter immediately before
      the Purchase Date by a number equal to ninety per cent (90%) of the lesser
      of (i) the Quarterly Weighted Arithmetic Mean, and (ii) the arithmetic
      mean of the weighted average trading price for the Common Shares on the
      TSE for each of the last five (5) business days on which such Common
      Shares were traded during the fiscal quarter immediately before the
      Purchase Date (such number is hereinafter referred to as the "Subscription
      Price").

6.2   Concurrently with the issuance of Common Shares in accordance with
      subsection 6.1, the balance of the Plan Member's account under the Plan
      shall be reduced by the aggregate amount of the Subscription Price for all
      Common Shares issued to such Plan Member pursuant to subsection 6.1 on
      that Purchase Date. Any balance remaining in the Plan Member's account
      under the Plan shall be applied towards the Plan Member's future quarterly
      purchases of Common Shares pursuant to this Plan.

7.    ISSUANCE OF SHARE CERTIFICATES

7.1   Upon the issuance of Common Shares by Geac to Plan Members in each fiscal
      quarter, Geac shall direct Computershare Trust Company of Canada, or any
      other person acting as the registrar and transfer agent for the Common
      Shares, to issue Common Share certificates to the Plan Members with each
      certificate representing the number of Common Shares purchased by each
      Plan Member in that fiscal quarter; such certificate shall be sent, as
      promptly as practicable, by regular mail to the address of the Plan Member
      indicated in the Subscription Form or as otherwise notified to Geac in
      writing by the Plan Member.

8.    TERMINATION OF MEMBERSHIP BY PLAN MEMBER

8.1   A Plan Member may voluntarily terminate his membership in the Plan
      effective with respect to a fiscal quarter and all succeeding fiscal
      quarters by delivering to Geac a signed Notice of Termination in the form
      of Exhibit "B" annexed hereto. The termination will take effect on the
      date (the "Voluntary Termination Date") described as follows:
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                                       6


      (a)   if the Corporation receives the Notice of Termination at least
            thirty (30) days before the end of a fiscal quarter, the Voluntary
            Termination Date shall be the last day of that fiscal quarter; or

      (b)   if the Corporation receives the Notice of Termination within thirty
            (30) days before the end of a fiscal quarter, the Voluntary
            Termination Date shall be the last day of the fiscal quarter
            following the fiscal quarter in which the Notice of Termination is
            received by the Corporation.

8.2   The Corporation shall not proceed with the issue of the Common Shares to
      the Plan Member that has delivered a Notice of termination for the fiscal
      quarter in which the Voluntary Termination Date occurs. The Corporation
      shall, as promptly as practicable after the Voluntary Termination Date,
      pay to the terminating Plan Member, without interest, any remaining
      balance of the Plan Member's account under the Plan which has not, as of
      the Voluntary Termination Date, been used to purchase Common Shares under
      the Plan. No further payroll deductions will be made from the terminating
      Plan Member's Base Salary for the purchase of Common Shares on and from
      the Voluntary Termination Date.

9.    AUTOMATIC TERMINATION

9.1   Membership in the Plan automatically terminates when an Employee ceases to
      be an Employee of Geac or a Subsidiary eligible to participate in the
      Plan, whether by reason of death, retirement, voluntary resignation or
      termination by Geac or the Subsidiary by which the Employee was employed,
      whether for "cause" or otherwise, or for any other reason whatsoever. The
      termination will take effect on the date (the "Automatic Termination
      Date") an Employee ceases to be an Employee of Geac or a Subsidiary
      eligible to participate in the Plan without taking into account any
      periods provided for notice of termination purposes.

9.2   Upon termination of membership of a Plan Member in the Plan as provided in
      subsection 9.1, except by reason of death, the Corporation shall, as
      promptly as practicable after the Automatic Termination Date, pay to the
      terminating Plan Member, without interest, any remaining balance of the
      Plan Member's account under the Plan which has not, as of the Automatic
      Termination Date, been used to purchase Common Shares under the Plan. No
      further payroll deductions will be made from the terminating Plan Member's
      Base Salary for the purchase of Common Shares on and from the Automatic
      Termination Date

9.3   Upon the death of a Plan Member, the balance of the deceased Plan Member's
      account under the Plan at the time of death, together with any payroll
      deduction from the deceased Plan Member's final salary payment under the
      Plan, shall continue to be credited to the Plan Member's account under the
      Plan until the end of the fiscal quarter in which the death occurs. At
      such fiscal quarter end, Common Shares shall be issued in the name of the
      last beneficiary(ies) designated under the Plan by the deceased Plan
      Member, or in the name of the deceased Plan Member if no beneficiary is
      designated under the
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                                       7


      Plan. The share certificate(s) shall be forwarded, and any remaining
      balance of the deceased Plan Member's account under the Plan shall be paid
      without interest and forwarded: (a) to the last beneficiary designated in
      a Subscription Form by the Plan Member, (b) in the absence of such a
      designated beneficiary, to the executor or administrator of the Plan
      Member's estate, or (c) if no such executor or administrator has been
      appointed to the knowledge of the Corporation, to such other person(s) as
      the Corporation may, in its discretion, designate.

10.   ADMINISTRATION OF THE PLAN

10.1  The Plan shall be administered by the Corporation in accordance with its
      provisions. The Corporation may, from time to time, establish
      administrative rules and regulations relating to the operation of the Plan
      as it may deem necessary to further the purpose of the Plan and amend or
      repeal such rules and regulations. The Corporation, in its discretion, may
      appoint a Committee for the purpose of interpreting, administering and
      implementing the Plan. The Corporation may also delegate to any director,
      officer or employee of the Corporation such administrative duties and
      powers relating to the administration of the Plan as the Corporation may
      see fit.

10.2  If considered advisable, the Corporation may appoint a third party to
      administer the Plan.

10.3  Geac shall bear all costs and expenses incurred in connection with the
      establishment and administration of the Plan.

11.   LISTING ON THE TORONTO STOCK EXCHANGE

11.1  Subject to Section 13, Geac shall use its best efforts to ensure that all
      Common Shares issued to Plan Members pursuant to the Plan are listed for
      trading on the TSE.

12.   RESTRICTIONS ON NUMBER OF COMMON SHARES ISSUABLE UNDER THE PLAN

12.1  The maximum number of Common Shares available for issue to Plan Members
      under the Plan shall be 600,000 Common Shares. Such maximum number
      excludes the number of all Common Shares issued under Geac's previous
      Employee Stock Ownership Plans and the number of any Common Shares issued
      or reserved for issuance under any of Geac's Employee Stock Option Plans.

12.2  The Board from time to time may increase or decrease such maximum number
      of Common Shares available for issue to Plan Members, so long as such
      maximum number is in accordance with the requirements of the TSE and
      applicable securities legislation in effect from time to time.

12.3  If on a given Purchase Date the number of Common Shares required to be
      issued under the Plan exceeds the number of Common Shares then available
      under the Plan or if there
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                                       8


      are no Common Shares then available for issue under the Plan, the
      Corporation may, in its absolute discretion:

      (a)   make a pro rata allocation of the Common Shares remaining available
            for purchase in as uniform a manner as shall be practicable and as
            it shall determine to be equitable; or

      (b)   suspend the issuance of Common Shares under the Plan until such
            subsequent Purchase Date on which Common Shares are again available
            for issuance under the Plan. Payroll deductions shall continue to be
            made under the Plan and credited to the Plan Members' accounts under
            the Plan during the suspension period. Common Shares shall be issued
            on such subsequent Purchase Date by applying the balance of the Plan
            Members' accounts under the Plan on such subsequent Purchase Date at
            the Subscription Price as at such subsequent Purchase Date.

12.4  No Employee shall be eligible to purchase Common Shares through the Plan
      if such purchase would result in such Employee holding in excess of five
      per cent (5%) of the issued and outstanding Common Shares.

12.5  The issuance, within a one year period, of Common Shares issued pursuant
      to all Share Compensation Arrangements may not exceed ten percent (10%) of
      the Outstanding Issue.

12.6  Not more than 50% of the Common Shares issuable under the Plan may be
      issued to Insiders.

12.7  Notwithstanding any of the provisions in this Section 12, the issuance to
      any one Insider (including the Insider's associates), within a one year
      period, of Common Shares issued pursuant to all Share Compensation
      Arrangements may not exceed five percent (5%) of the Outstanding Issue and
      the issuance to all Insiders, within a one year period, of Common Shares
      issued pursuant to all Share Compensation Arrangements may not exceed ten
      percent (10%) of the Outstanding Issue.

13.   AMENDMENT

13.1  The Corporation reserves the right at any time to amend, suspend or
      terminate, in whole or in part, the Plan, including such amendments to the
      Plan as may be necessary or desirable in the opinion of the Corporation to
      comply with the rules or regulations of any governmental authority or
      stock exchange that apply to the Plan, provided however that (a) any
      approvals required under any applicable law are obtained, and (b) no such
      amendment or termination shall be made at any time which has the effect of
      adversely affecting the existing rights of Plan Members in respect of
      Employee Shares which have been acquired by the Plan Members under the
      Plan prior to the date of such amendment or termination without those Plan
      Members' consent in writing. To the extent reasonably
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                                       9


      practicable, Plan Members will be given at least thirty (30) days notice
      of any amendment to, or termination of, the Plan.

13.2  To the extent reasonably practicable, termination of the Plan by Geac
      shall take effect as of the end of a fiscal quarter. No Common Shares will
      be issued in the fiscal quarter in which Geac terminates the Plan. All
      payroll deductions for the purchase of Common Shares under the Plan shall
      discontinue on and from the time of termination. The balance remaining in
      each Plan Member's account under the Plan at the time of termination shall
      be returned to the Plan Member, without interest.

14.   GENERAL PROVISIONS

14.1  Rights and interests under this Plan are not transferable by a Plan Member
      either by voluntary assignment or by operation of law except by death or
      mental incompetency. Any attempt at assignment, transfer, pledge or other
      disposition other than as described in the preceding sentence shall be
      without effect, except that the Corporation may treat such act as an
      election to terminate the membership in the Plan in accordance with
      subsection 8.1 hereof.

14.2  Participation in the Plan shall be entirely optional and voluntary and any
      decision whether or not to participate shall not affect any Employee's
      employment with the Corporation. No Employee, Plan Member or other person
      shall have any claim or right to participate under the Plan. Participation
      in this Plan shall not affect the right of the Corporation to discharge a
      Plan Member. Neither any period of notice, if any, nor any payment in lieu
      thereof, or combination thereof, upon termination of employment shall be
      considered as extending the period of employment for the purposes of the
      Plan.

14.3  The implementation and operation of the Plan is subject to any
      governmental and stock exchange approvals or consents that may be or
      become applicable. As a condition of participating in the Plan, each Plan
      Member agrees to comply with all laws, rules and regulations which may
      apply in connection with the Plan and agrees to furnish to the Corporation
      all information and undertakings as may be required to permit compliance
      with such laws, rules and regulations.

14.4  The Corporation may adopt and apply rules that in its opinion will ensure
      that the Corporation will be able to comply with applicable provisions of
      any federal, provincial, state, or local tax legislation. The Corporation
      or a Subsidiary may withhold from any amounts payable to a Plan Member,
      either under this Plan, or otherwise, or require a Plan Member to pay,
      such amounts as may be necessary, so as to ensure that the Corporation or
      the Subsidiary will be able to comply with applicable law relating to the
      withholding of tax or other required deductions relating to the Plan
      Member's participation in the Plan. The Corporation shall also have the
      right in its discretion to satisfy any such withholding tax liability by
      retaining or acquiring any Employee Shares which would otherwise be
      provided to a Plan Member hereunder.
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                                       10


14.5  Notwithstanding subsection 14.4 above, a Plan Member shall be fully
      responsible and liable for reporting for tax purposes in respect of his
      participation in the Plan and the payment of any tax relating thereto.

14.6  Neither the Corporation nor the Administrator shall be liable to any Plan
      Member or any person claiming through a Plan Member for any loss or
      failure to achieve a gain resulting from:

      (a)   any change in the market value of any Employee Shares purchased by a
            Plan Member pursuant to the Plan;

      (b)   any change in the market price of the Common Shares between any time
            payroll deductions are made from a Plan Member's payroll and the
            time a purchase of Common Shares using the amounts so deducted takes
            place;

      (c)   any change in the market price of the Common Shares between the time
            the issuance of Common Shares under the Plan is suspended in
            accordance with paragraph 12.3(b) herein and the time the Common
            Shares of which issuance has been suspended are issued; or

      (d)   any change in the market price of the Common Shares between the
            Purchase Date on which a Plan Member purchases Employee Shares under
            the Plan and the date the Plan Member receives the share
            certificate(s) representing the Employee Shares he has purchased on
            that Purchase Date.

15.   EFFECTIVE DATE

15.1  The Plan shall be effective as of August 1, 2001 subject to approval by
      the shareholders of the Corporation.

16.   TRANSITIONAL PROVISIONS

16.1  If the Plan is approved by the Shareholders of the Corporation, then
      effective as of August 1, 2001,

      (a)   all members participating in ESOP II shall, notwithstanding
            subsection 4.1, automatically become Plan Members under this Plan;

      (b)   each account maintained by Geac for an employee under ESOP II shall
            automatically be converted to an account for that employee under
            this Plan, and all balances remaining in the employee's account
            under ESOP II will be automatically credited to that employee's
            account under this Plan;

      (c)   the last designations made by an employee under ESOP II on payroll
            deduction percentage and beneficiary(ies) are deemed to be the
            designations made under this Plan;
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                                       11


      (d)   the Corporation may request Employees who become Plan Members by
            virtue of paragraph (a) above to furnish the Corporation with
            completed Subscription Forms; and

      (e)   ESOP II is terminated, and the number of Common Shares remaining
            available for issuance under ESOP II as at August 1, 2001, if any,
            shall be allocated to Geac's Employee Stock Option Plans then in
            effect.

                                               Adopted by the Board of Directors
                                               on September 11, 2001.

                                               [APPROVED BY THE SHAREHOLDERS ON
                                               OCTOBER 19, 2001.]
<PAGE>
                                    EXHIBIT A

                        GEAC COMPUTER CORPORATION LIMITED

                          EMPLOYEE STOCK PURCHASE PLAN

                                SUBSCRIPTION FORM


Commencement Date (to be completes by Geac):
                                            ------------------------------------

                       [ ]      Original Application

                       [ ]      Change in Payroll Deduction Rate

                       [ ]      Change of Beneficiary(ies)


1.    I,_______________________________________, hereby elect to participate in
      the Geac Computer Corporation Limited ("Geac") Employee Stock Purchase
      Plan (the "Plan") and subscribe to purchase Common Shares in accordance
      with this Subscription Form and the Plan.

2.    I understand that subscriptions for the Common Shares under the Plan are
      made by payroll deductions. I hereby authorize payroll deductions from
      each of my pay cheques in the amount of the following selected percentage
      of my Base Salary on each pay day during each fiscal quarter in accordance
      with the Plan (please check only ONE box)

      [ ]    2%

      [ ]    5%

      [ ]    10%

3.    I understand that any payroll deductions authorized by me under section 2
      above shall be accumulated for my subscriptions of Common Shares under
      this Plan. I acknowledge that the amounts deducted from my payroll under
      the Plan will be credited to the bookkeeping account that Geac maintains
      for me under the Plan and no interests will accrue to me in respect to the
      amounts credited to my account under the Plan.

3.    I understand my purchase of Common Shares under the Plan will be made at
      the applicable Subscription Price determined in accordance with the Plan.

4.    I have received a copy of the complete Plan and I understand that any
      initially capitalized term in this Subscription Form has the meaning as
      defined in the Plan.

5.    I understand that my participation in the Plan is in all respects subject
      to the terms of the Plan.
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                                       2


6.    Common Shares purchased for me under the Plan should be issued in my name.
      However, any Common Shares purchased for me under the Plan after my death
      should be issued in the name of the beneficiary(ies) designated by me
      under the Plan if I have made such designation.

7.    I understand that I will be treated for federal income tax purposes as
      having received a benefit from employment included in my income in an
      amount equal to the excess of the fair market value of the Common Shares
      on the date of purchase over the price which I pay for the Common Shares.
      The Corporation may withhold from my salary the amount necessary to meet
      any applicable tax withholding obligation with respect to my participation
      in the Plan.

8.    I acknowledge that my participation in the Plan is entirely voluntary and
      will not affect my employment.

9.    I agree to be bound by the terms of the Plan. The effectiveness of this
      Subscription Agreement is dependent upon my eligibility to participate in
      the Plan.

10.   In the event of my death while I am a participant in the Plan, I wish the
      following beneficiary(ies) to receive all payments and Common Shares due
      to me under the Plan and I revoke any previous designation of beneficiary
      I have made under the Plan:


BENEFICIARY NAME:
                         -------------------------------------------------------
 (Please print)              (First)         (Middle)             (Last)

BENEFICIARY ADDRESS:
 (Please print)          -------------------------------------------------------

                         -------------------------------------------------------

                         -------------------------------------------------------

Relationship to Employee:
                         -------------------------------------------------------



EMPLOYEE NAME:
                         -------------------------------------------------------
(Please print)               (First)         (Middle)             (Last)

EMPLOYEE ADDRESS:
 (Please print)          -------------------------------------------------------

                         -------------------------------------------------------

                         -------------------------------------------------------


Social Insurance Number:
                         -------------------------------------------------------
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                                       3


I UNDERSTAND THAT THIS SUBSCRIPTION FORM SHALL REMAIN IN EFFECT THROUGHOUT MY
MEMBERSHIP IN THE PLAN UNLESS AMENDED OR TERMINATED BY ME.



Dated:
       -------------------------------



                                             -------------------------------
                                             Signature of Plan Member
<PAGE>
                                    EXHIBIT B

                        GEAC COMPUTER CORPORATION LIMITED

                          EMPLOYEE STOCK PURCHASE PLAN

                              NOTICE OF TERMINATION


      The undersigned, a Plan Member in the Employee Stock Purchase Plan (the
"Plan") of Geac Computer Corporation Limited (the "Corporation"), hereby
notifies the Corporation that he or she hereby terminates his or her membership
in the Plan. The undersigned understands that the termination will take effect
on the date (the "Voluntary Termination Date") that is (a) the last day of the
current fiscal quarter of the Corporation if this Notice of Termination is
received by the Corporation at least thirty (30) days before the end of the
current fiscal quarter, or (b) the last day of the next fiscal quarter of the
Corporation if this Notice of Termination is received by the Corporation within
thirty (30) days before the end of the current fiscal quarter. The undersigned
hereby directs the Corporation not to proceed with the issue of the Common
Shares to the undersigned under the Plan for the fiscal quarter in which the
Voluntary Termination Date occurs. The undersigned further directs the
Corporation to pay to the undersigned, as promptly as practicable after the
Voluntary Termination Date, the balance of the undersigned's account under the
Plan that has not been used to purchase Common Shares under the Plan. The
undersigned understands and agrees that his or her participation in the Plan
will be terminated and that no further payroll deductions will be made for the
purchase of Common Shares on and from the Voluntary Termination Date. The
undersigned further acknowledges that the undersigned shall be eligible to
resume participation in the Plan only by delivering to the Corporation a new
Subscription Form after at least four full fiscal quarters have passed from the
Voluntary Termination Date.

                             Name and Address of Plan Member:


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                             Signature:


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                             Date:
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