exhibit10b












Exhibit 10.2


RIDER TO AMENDMENT NO. 1 TO THE


TECHNOLOGY SUPPORT AND SETTLEMENT AGREEMENT








THIS RIDER (the "Rider") to Amendment No. 1 to the Technology Support and Settlement Agreement of
even date herewith (the "Amendment") is made and entered into as of this 30th day of April, 2001, by and
between Corel Corporation ("Corel"), a Canadian corporation, and Microsoft Corporation
("Microsoft"), a Washington corporation.  





The Parties agree that the Rider supplements the Amendment as follows:





1.   Definitions





1.1     New Definitions.  The following definitions are hereby added to the
Agreement:





        DD.  "BSD Platform" means the version(s) of the FreeBSD or other
substantially
similar operating system designated by Microsoft as a target for development at or after the
time it delivers the Option Notice.





   EE.  "Target Platform" means any of the following platforms specifically designated
by
Microsoft in writing as a target for development at or after the time it delivers the Option
Notice:  (i) the BSD Platform, (ii) the Linux Platform, or (iii) other similar platform.  








2.   Amendments to Agreement





2.7     Caption.  The caption for Section 3 of the Agreement is hereby amended
and restated in its entirety
to read as follows:





3.  Option for Port Project.  





2.8     Grant of Option to Port.  Section 3.1 of the Agreement is hereby amended
and restated in its
entirety to read as follows:





3.1  Grant of Option to Port.  Corel hereby grants Microsoft an option for Corel
to Port
some portion or all of the .NET Framework from the Windows Platform to the Target
Platform (the "Port Project").  This option shall be exercisable for a period of three (3) years
from the Effective Date.  If Microsoft elects to exercise the option, it shall do so by sending a
written notice (the "Option Notice") to Corel at the address listed below in Section 15.1.  





2.9     Royalties and Accounting.  Section 3.8 of the Agreement is hereby amended
and restated in its
entirety to read as follows:





3.8  Royalties and Accounting.  Microsoft may elect, in its sole discretion, to
charge a
royalty or other fee to Persons who wish to distribute copies of the Port Deliverables and/or
derivative works thereof for the Target Platform.  Microsoft agrees that it will not charge
Corel more than any other Person for such rights.  Corel is obligated to request information
about any applicable royalties and/or fees prior to the time that it distributes any Products that
include copies of the Port Deliverables and/or derivative works thereof.  Corel agrees to
provide Microsoft with a full and complete accounting for all applicable royalties and/or fees
on not less than a quarterly basis.  Corel shall comply with the provisions governing taxes set
forth in the VBA Agreement in connection with its obligations under this Section.  Corel also
agrees that Microsoft may request an independent accounting of royalties and/or fees paid by
pursuant to this Section and the rules governing an audit set forth in the VBA Agreement on
ten (10) days' advance written notice to Corel.  








In Witness Whereof, the Parties have caused this Rider to be executed by their duly authorized
representatives as of the effective date shown above.








MICROSOFT CORPORATION  COREL Corporation








        


By
(signature)    By (signature)


Thomas L. Button     Derek Burney     


Name (print) Name (print)


Vice President  President & CEO   


Title   Title


May 7, 2001     May 11, 2001     


Date    Date