exhibit4



Exhibit 4.1 


COREL CORPORATION


STOCK OPTION PLAN 2000





1.      Purpose of the Plan





  The purpose of the Stock Option Plan 2000 is to develop the interest and incentive of
eligible participants of Corel Corporation and its subsidiaries (the "Company") in the
Company's growth and development by giving eligible participants an opportunity to
purchase Common Shares on a favourable basis, thereby advancing the interests of the
Company and its shareholders and increasing the ability of the Company to attract and
retain skilled and motivated individuals in the service of the Company.





  The Board of Directors has approved the terms of this Plan.





2.      Definitions





  In this Plan:





  (a)  "Associate" has the meaning assigned by the Securities Act (Ontario), as  amended from time to
time;          





  (b)  "Board of Directors" means the board of directors of the Company;





  (c)       "Committee" means the appropriate compensation committee of three or more
members appointed by the Board of Directors to administer the Plan.  All
references in the Plan to the Committee means the Board of Directors if no
Committee has been appointed;





  (d)       "Common Shares" means the Common Shares of the Company or in the event        of an adjustment
contemplated in Section 9 hereof, such other Common Shares to
which a Participant may be entitled upon the exercise of an option as a result of
such readjustment;





  (e)  "Date of Grant" means the date a Participant is granted an option to purchase Option Shares;
               


                                     


  (f)       "Director" means a person occupying the position of director on the Board of Directors;





  (g)  "Employee" means a full time permanent employee of the Company or its


       subsidiaries, including any individual who has accepted an offer of employment
from the Company or any of its subsidiaries;





  (h)   "Exchange" means The Toronto Stock Exchange;








  (i)  "Exercise Date" means the last Friday of any calendar month during the Option
Period or such other date designated from time to time by the Chief Executive
Officer with respect to any Participant provided that on any such date, the
Company receives from the Participant a completed Stock Option Purchase Form
with payment for the Option Shares being purchased;





  (j)  "Former Plan" means the Corel Corporation Stock Option Plan dated January 25,
1990 as amended on September 17, 1992, November 22, 1993, March 31, 1994,
March 30, 1995, March 12, 1996 and April 18, 1997;





  (k)       "Insider" means:





       (i)  an insider of the Company as defined by the Securities Act (Ontario) as
amended from time to time, other than a person who falls within such
definition solely by virtue of being a director or senior officer of a
subsidiary of the Company; and





       (ii) an Associate of any person who is an insider by virtue of clause (a) of this
definition;





  (l)     "Market Price" per Common Share at any date shall be the closing price of the


       Common Shares on the Exchange (or, if the Common Shares are not then listed or
posted for trading on the Exchange, on such stock exchange in Canada on which
such shares are listed and posted for trading as may be selected for such purposes
by the Committee) on the trading date immediately preceding the Date of Grant.
In the event that the Common Shares are not listed and posted for trading in any
stock exchange in Canada, the market price shall be the last trading price of the
Common Shares on National Association of Securities Dealers Quotations
Systems ("NASDAQ") on the trading day immediately preceding the Date of
Grant. In the event that the Common Shares are not trading on NASDAQ, the
market price shall be determined by the Committee in its sole discretion;





  (m)       "Officer" means a person appointed as an officer of the Company by the Board of
Directors;





  (n)       "Option Period" means the period set forth in Section 6 during which a Participant
may purchase Option Shares;





  (o)       "Option Price" means the price per share at which a Participant may purchase


       Option Shares denominated in Canadian or United States currency;





  (p)   "Outstanding Issue" means the number of Common Shares that are outstanding
immediately prior to any issuance of options under this Plan or any issuance of
Option Shares, as the case may be, excluding Option Shares issued pursuant to the
Plan or the Former Plan during the preceding one year period;





  (q)       "Option Shares" means the Common Shares of the Company which a      Participant is entitled to
purchase under the Plan;





  (r)       "Participants" means Employees, Directors and Officers to whom options to
purchase Option Shares are granted pursuant to the Plan and which remain


       unexercised;





  (s)       "Plan" means the Corel Corporation Stock Option Plan 2000; and





  (t)  "Stock Option Purchase Form" shall mean such form as may from time to time be
determined by the Company.





3.      Eligibility





  Participation in the Plan shall be limited to Participants who are designated from time to
time by the Committee. Participation shall be voluntary and the extent to which any
Participant shall be entitled to participate in the Plan shall be determined by the
Committee.





4.      Number of Option Shares and Limitations on Issuance





  The aggregate number of Option Shares which may be issued hereunder shall not exceed
7,000,000. The following restrictions shall also apply to this Plan:





  (a)  the number of Option Shares reserved for issuance pursuant to options granted to
insiders shall not exceed 10% of the Outstanding Issue;





  (b)       insiders shall not be issued, within any one year period, a number of Option Shares which exceeds 10% of the
Outstanding Issue;





  (c)       no insider and such insider's Associates shall be issued, within any one year
period, a number of Option Shares which exceeds 5% of the Outstanding Issue;
and





  (d)  the aggregate number of Option Shares reserved for issuance pursuant to options
granted to any one Participant shall not exceed 5% of the Outstanding Issue.





  No fractional shares may be purchased or issued hereunder. Subject to the foregoing, the
number of Option Shares that a Participant is entitled to purchase under the Plan will be
determined by the Committee. For greater certainty, any Common Shares which are the
subject of an option granted hereunder, which options are terminated or expire or are
surrendered, shall be available for the further grant of options hereunder.





5.      Price for Option Shares





  The Committee shall advise each Participant designated to participate in the Plan of the
number of Option Shares such Participant is entitled to purchase, the Option Price at
which the Option Shares may be purchased and the Exercise Date(s) upon which the
Option Shares may be purchased. The Option Price at which Option Shares may be
purchased under the Plan shall be fixed by the Committee and confirmed by the Board of
Directors and shall be not less than the Market Price of the Common Shares of the
Company at the Date of Grant.


  


  The Chief Executive Officer of the Company may grant options from time to time
between meetings of the Committee in the amount of up to 100,000 Common Shares in
the aggregate and upon the reporting from time to time of the grant of such Option Shares
to a meeting of the Board of Directors, the amount available for such grants by the Chief
Executive Officer shall be restored to the full amount of 100,000 Common Shares.





6.     Exercise





   Subject to the requirements of applicable regulatory authorities, the exercise period and
vesting period of any option shall be determined by the Committee and shall be set forth
in the notice of grant of such option.  In the event that no exercise or vesting period is
specified by the Committee, each option granted under the Plan shall vest and may be
exercised as follows:



	Percentage of Total Number of
Option Shares which may be
Purchased                                   	





Option Period                        
	33 1/3%	Four years commencing on the Date
of Grant
	33 1/3%	Three years commencing on the first
anniversary of  Date of Grant
	33 1/3%	Two years commencing on the
second anniversary of the Date of
Grant





                    


     Any Option Shares not purchased by a Participant during the Option
Period shall lapse
and such Participant shall have no further right to purchase such shares.





7.      Payment





   The Participant from time to time and at any time during the Option Period, may elect to
purchase all or a portion of the Option Shares available for purchase during the Option
Period by lump sum payment by delivering to the Company on the relevant Exercise Date
a completed Stock Option Purchase Form.  Such Form shall specify the number of Option
Shares the Participant desires to purchase and shall be accompanied by payment in full of
the purchase price for such Option Shares. Payment may be made by cash, certified
cheque, bank draft, money order or the equivalent payable to the order of the Company.





8.        Share Certificates





   Upon exercise of the option and payment in full of the Option Price, the Company shall
cause to be delivered to the Participant within a reasonable period of time a certificate or
certificates in the name of the Participant representing the number of Option Shares the
Participant has purchased.





9.    Adjustments in Shares


    


   The number of Common Shares subject to the Plan, the number of Common Shares


   available under options granted and the Option Price shall be adjusted automatically from
time to time to reflect adjustments in the number of Common Shares arising as a result of
subdivision, stock dividends, consolidations or reclassification of the Common Shares or
other relevant changes in the authorized or issued capital of the Company.  In the event
that the Company proposes to amalgamate, merge or consolidate with any other
corporation or to liquidate, dissolve or wind-up, the Company shall give written notice
thereof to each Participant holding options under the Plan and such Participants shall be
entitled to purchase all or a portion of the Option Shares granted to such Participants,
whether or not such Option Shares have previously vested, within the 30 day period next
following the giving of such notice. Upon the expiration of such 30 day period, all rights
of the Participants to the Option Shares or to the exercise of same shall terminate and
cease to have any further force and effect.





10.     Termination of Employment for Any Reason Other Than Death





   (a)      Subject to the provisions of Section 10(b) hereof, in the event that:





        (i)       an Employee's employment with the Company or any of its subsidiaries
is
terminated;





        (ii)      a Director shall cease to hold office  as  a Director on the Board of
Directors; or





        (iii)     an Officer who is not also an Employee shall cease to hold office as
an
Officer of the Company,





   in each case, during the Option Period for any reason other than death, such


   Participant may elect to purchase all or a portion of the remaining Option
Shares


   that such Participant is entitled to purchase at the time such employment is


   terminated or such Participant ceases to hold office as a Director or Officer at any
     


   time during the 30 day period commencing on the later of (i) the date of termination of
employment or ceasing to hold a board or office position, and (ii) the date of expiry of
any contractual restriction on the resale of the Option Shares to which the Participant is
subject (and to which the Participant had consented at the request of the Company) at the
date of termination of employment or ceasing to hold a board or office position, but in no
event, after the expiration of the Option Period. For the purposes of this Plan, the transfer
of the Employee's employment to the Company or to any subsidiary of the Company shall
not be considered a termination of employment and the Employee's rights under the
option shall be the same as if such transfer had not occurred.





             (b)  At any time before or after the relevant period set forth in
Section 10(a), the Chief
Executive Officer may extend such period as it applies to any former Director, Officer or
Employee, to a date which shall not be later than the expiration of the Option Period.





11.  Termination by Reason of Death





   In the event the Participant dies during the Option Period, the Participant's
legal


   representative will be permitted to exercise any previously unexercised vested
options


   granted under the Plan prior to the Participant's death and take delivery of all
Option


   Shares previously purchased but not delivered, at any time during the 12 month
period


   commencing on the later of (i) the date of death of the Participant and (ii) the date
of


   expiry of any contractual restriction on the resale of the Option Shares to which
the


   Participant was subject (and to which the Participant had consented at the request of the
Company) at the date of death, but in no event after the expiration of the Option Period.





12.  Transfer and Assignment  





   The Participant's rights under options granted under the Plan are not assignable
or


   transferable by the Participant or subject to any other alienation, sale, pledge
or


   encumbrance by the Participant during the Participant's lifetime and, therefore, the
options are exercisable during the Participant's lifetime only by the Participant.  The
obligations of each Participant shall be binding on his or her heirs, executors and
administrators.





13.       Employment, Office and Board Position Non-Contractual





   The granting of an option to a Participant under the Plan does not confer upon
the


   Participant any right to continue in the employment of the Company or any subsidiary of
the Company, to continue as an Officer of the Company or as a member of the Board of
Directors, as the case may be,  nor does it interfere in any way with the rights of the
Employee or of the Company's right to terminate the Employee's employment at any time,
the Board of Director's right to appoint Officers or of the shareholders' right to elect
directors.





14.       Rights as Shareholders





   Participants shall not have any rights as a shareholder with respect to Option Shares
until
full payment has been made to the Company and a share certificate or share certificates
have been duly issued.





15.       Participant Loan





   The Committee may authorize the Company to lend or cause to be lent to Participants
such portion of the purchase price of the Option Shares under the Plan as a Participant
may request and the Committee administering the Plan may approve. The terms and
conditions of such loan which may be interest bearing or interest free shall be determined
by the Committee in its discretion and need not be the same in respect of all Participants.





16.     Administration of the Plan





   The Plan shall be administered by the Board of Directors or the Committee. The Board of
Directors or the Committee shall have the power to interpret and construe the terms and
conditions of the Plan and the options. Any determination by the Board of Directors shall
be final and conclusive on all persons affected thereby.  Any determination by the
Committee shall be final and conclusive on all persons affected thereby unless otherwise
determined by the Board of Directors. The day-to-day administration of the Plan may be
delegated to such officers and employees of the Company or any subsidiary of the
Company as the Board of Directors or the Committee shall determine.





17.    Notices





   All written notices to be given by the Participant to the Company may be
delivered


   personally or by registered mail, postage prepaid, addressed as follows:





   Corel Corporation


   1600 Carling Avenue


   Ottawa, Ontario


   KIZ 7M5


   Attention: Secretary.





   Any notice given by the Participant pursuant to the terms of the option shall not
be


   effective until actually received by the Company at the above address. Any notice to be
given to the Participant shall be sufficiently given if delivered personally or by postage
prepaid mail to the last address of the Participant on the records of the Company and shall
be effective seven days after mailing.





18.    Corporate Action





   Nothing contained in the Plan or in any option shall be construed so as to prevent
the


   Company or any subsidiary of the Company from taking corporate action which is
deemed by the Company or the subsidiary to be appropriate or in its best interest, whether
or not such action would have an adverse effect on the Plan.





19.   Amendment





   The Board of Directors of the Company shall have the right, in its sole discretion, to
alter
or amend the Plan from time to time and at any time. No such amendment, however, may,
without the consent of the Participant, alter or impair his or her rights or increase his or
her obligations under the Plan.





20.    Governing Law





   The Plan is established under the laws of the Province of Ontario and the rights of all
parties and the construction and effect of each provision of the Plan shall be according to
the laws of the Province of Ontario.





21.    Government Regulation





   The Company's obligation to issue and deliver Common Shares under any option is
subject to:





   (a)  satisfaction of all requirements under applicable securities law in respect
thereof
and obtaining all regulatory approvals as the Company shall determine to be
necessary or advisable in connection with the authorization, issuance or sale
thereof;





   (b)       the admission of such Common Shares to listing on any stock exchange on which
the Common Shares may then be listed; and





   (c)  the  receipt  from  the  Participant  of  such  representations,  agreements
and
undertakings as to future dealings in the Common Shares as the Company
determines to be necessary or advisable in order to safeguard against the violation
of the securities law of any jurisdiction.





   In this connection the Company shall take all reasonable steps to obtain such approvals
and registrations as may be necessary for the issuance of such Common Shares in
compliance with applicable securities law and for the listing of such Common Shares on
any stock exchange on which the Common Shares are then listed.





22.    Approval





   The Plan shall be subject to acceptance by the Exchange in compliance with all
conditions imposed by the Exchange. Any options granted prior to such acceptance shall
be conditional upon such acceptance being given and any condition complied with. No
such options may be exercised unless such acceptance is given and such conditions are
complied with.





   As amended and restated the 13th  day of February,  2001.





 


                                 COREL CORPORATION








                                  "D.J. Burney"
                          


                                 President and


                                 Chief Executive
Officer








                                  "R.D. Chapman"
                       


                                 Secretary