exhibit10a







Exhibit 10.1


AMENDMENT NO. 1 TO THE
TECHNOLOGY SUPPORT AND SETTLEMENT
AGREEMENT 








   THIS AMENDMENT NO. 1 TO THE TECHNOLOGY SUPPORT AND SETTLEMENT AGREEMENT
(the "Amendment") is made and entered into as of this 30th day of April, 2001 (the "Amendment Effective Date"),
by and between Corel Corporation ("Corel"), a Canadian corporation, and Microsoft Corporation
("Microsoft"), a Washington corporation.





Recitals





A.     Corel and Microsoft are Parties to that certain
Technology Support and Settlement
Agreement dated October 2, 2000 (the "Agreement").   





B. Corel and Microsoft wish to amend the terms of the Agreement as set forth herein.






   Therefore, in consideration of the covenants and conditions hereinafter set forth, Corel
and Microsoft
agree to amend the Agreement as follows:





Agreement





1.   Definitions





Capitalized terms used herein and not otherwise defined shall have the meaning given in the
Agreement. 


[see Rider]





2.   Amendments to Agreement





2.1            Conditional License to .NET Framework.  Section 3.2 of the
Agreement is hereby amended
and restated in its entirety to read as follows:





3.2  Conditional License to .NET Framework.  In the event that Microsoft, in its
sole
discretion, elects to exercise the option described in Section 3.1, Microsoft shall promptly deliver to
Corel one or more copies of the portion of the .NET Framework that Microsoft wishes Corel to Port to
the Target Platform in source code form.  Upon delivery, Microsoft shall be deemed to have granted
Corel a non-transferable, non-assignable, personal and limited license to copy, modify and use the
portion of the .NET Framework delivered by Microsoft at Corel's principal place of business in
Ottawa, Canada, or other locations specifically pre-approved by Microsoft in writing, for the sole
purpose of conducting and completing the Port Project and for no other purpose whatsoever.  The
foregoing license is explicitly conditioned on Corel not taking any actions that may in any manner:  (i)
creates or purports to create any obligation on behalf of Microsoft, or (ii) grants or purports to grant
any rights or immunities to any third party under Microsoft's intellectual property or proprietary
rights.  Corel shall not directly or indirectly sublicense the foregoing rights.  In the event Corel wishes
to use third party contractors or consultants to assist with Corel's fulfillment of its obligations under
this Agreement, Corel shall first obtain Microsoft's consent in writing to the use of each such third
party contractor or consultant and such consent shall be explicitly conditioned upon such third party
contractor or consultants compliance with all of the provisions of this Agreement, including this
Section 3.2.  All rights not specifically granted herein are reserved by Microsoft.





2.2     Port Deliverables Owned by Microsoft.  Section 3.6
of the Agreement is hereby amended and
restated in its entirety to read as follows:   





   3.6  Port Deliverables Owned by Microsoft.  The
Port Deliverables have been specially ordered
and commissioned by Microsoft.  Corel agrees that the Port Deliverables are a "work made for hire"
for copyright purposes, with all copyrights in the Port Deliverables owned by Microsoft.  To the extent
that the Port Deliverables do not qualify as a work made for hire under applicable law, and to the
extent that the Port Deliverables include material subject to copyright, patent, trade secret, or other
proprietary right protection, Corel hereby assigns to Microsoft all right, title and interest in and to the
Port Deliverables; including but not limited to, all rights in and to any inventions and designs embodied
in the Port Deliverables or developed during the course of Corel's creation of the Port Deliverables.
Corel hereby grants Microsoft under all existing Corel intellectual property and other proprietary
rights, the following perpetual, worldwide, non-exclusive, irrevocable, royalty free, fully paid up right
and license: (i) to make, use, import, copy, modify, perform, display, broadcast, transmit, sell, offer to
sell, license, rent, lease, import, lend or otherwise distribute, create derivative works of or otherwise
use or commercialize the .NET Framework and/or Port Deliverables and (ii) to sublicense to third
parties any or all of the foregoing rights in subsections (i) including the right to sublicense to further
third parties.    





2.3    Conditional License
of Port Deliverables to Corel.  Section 3.7 of the Agreement is hereby
amended and restated in its entirety to read as follows:  





3.7  Conditional License of Port Deliverables to Corel.  Upon Microsoft's final
acceptance of
the Port Deliverables pursuant to Section 3.4 of this Agreement, Microsoft shall be deemed to have
granted Corel a non-exclusive, perpetual, worldwide, personal, non-transferable, non-assignable
limited license to (a) internally copy and use the Port Deliverables in source and object code form, and
(b) license and distribute the Port Deliverables in object code form only as part of Products at any time
after the first date that Microsoft commercially releases a product that includes the Port Deliverables,
on the condition that Corel pays any applicable royalties or fees to Microsoft as described in Section
3.8 and distributes the Port Deliverables only under terms and conditions at least as restrictive as the
terms and conditions that Microsoft applies to its own commercial distribution of such Port
Deliverables.  The foregoing license is explicitly conditioned on Corel not taking any actions that may
in any manner: (i) distributes or purports to distribute the Port Deliverables on a standalone basis, (ii)
distributes or purports to distribute the Port Deliverables in conjunction with Potentially
Tainted
Software (as defined below); or (iii) uses or purports to use Potentially Tainted Software (e.g. tools) to
develop Corel Products which include the Port Deliverables.  For purposes of the foregoing,
"Potentially Tainted Software" means software which is licensed pursuant to terms that (x) creates or
purports to create obligations for licensee, or for Microsoft with respect to the .NET Framework or
Port Deliverables, or (y) grants or purports to grant to any third party any rights or immunities under
licensee's intellectual property or proprietary rights, or Microsoft's intellectual property or proprietary
rights in the .NET Framework or Port Deliverables. By way of example but not limitation of the
foregoing, Corel shall not distribute the Port Deliverables in conjunction with any Publicly Available
Software (as defined in section 2.4 of this Amendment below).  All rights not specifically granted
herein are reserved by Microsoft.   





2.4     Representations and Warranties.  The following
Section 11.1.4 is hereby added to the Agreement:  





11.1.4  Publicly Available Software.  Corel has not, and will not in any manner:  (i) create
or
purport to create any obligation on behalf of Microsoft, or (ii) grant or purport to grant any rights or
immunities to any third party under Microsoft's intellectual property or proprietary rights.  By way of
example but not limitation of the foregoing, Corel shall not incorporate any "Publicly Available
Software" in whole or in part into any part of the Port Deliverables, or use "Publicly Available
Software" in whole or in part in the development of any part of the Port Deliverables in a fashion that
may subject the Port Deliverables or the underlying .NET Framework in whole or in part to all or part
of the license obligations of any such  "Publicly Available Software".  "Publicly Available Software"
means any software that requires as a condition of use, modification and/or distribution of such
software that such software or other software incorporated into, derived from, or distributed with such
software (a) be disclosed or distributed in source code form; (b) be licensed for the purpose of making
derivative works; (c) include specified attributions, disclaimers or other notices, or that marketing
materials related to such software include such attributions, disclaimers or other notices; or (d) be
redistributable on a royalty free basis.  Publicly Available Software includes, without limitation,
software licensed or distributed under any of the following licenses or distribution models, or licenses
or distribution models similar to any of the following: (r) GNU's General Public License (GPL) or
Lesser/Library GPL (LGPL), (s) The Artistic License (e.g., PERL), (t) the Mozilla Public License, (u)
the Netscape Public License, (v) the Berkeley software design (BSD) license including Free BSD or
BSD-style license, (w) the Sun Community Source License (SCSL), (x) the Sun Industry Source
License (SISL), (y) the Apache Server license, and (z) any software that is distributed under
subsections (a), (b), (c) or (d) above.  The licenses granted to Corel in this Agreement are
expressly
conditioned upon compliance with the provisions of Section 11.1 herein.  





2.5     Termination of Port Project.  The following Section 13.4 is hereby added
to the Agreement:





13.4  Termination of Port Project.   Microsoft
may terminate the Port Project at any time
immediately upon sending written notice to Corel.  Upon receipt of such notice, all Corel license rights
to the .NET Framework and Port Deliverables under the Agreement shall immediately terminate and
Corel shall immediately return all copies of such .NET Framework, Port Deliverables and related
materials (except for materials licensed to Corel under Section 2.1 of the Agreement) to Microsoft.  If
requested by Microsoft, Corel shall provide a declaration signed by an officer of Corel attesting that all
copies of the .NET Framework, Port Deliverables and such related materials have been returned to
Microsoft. 





2.6    Assistance.  The following
Section 15.14 is hereby added to the Agreement:





15.14  Assistance.   Corel shall execute and deliver such instruments and take such other
action as
may be requested by Microsoft to perfect, enforce, protect or defend Microsoft's rights contemplated
by this Agreement and to carry out the assignments to Microsoft contemplated in this Agreement, and
assist Microsoft and its nominees in the event of any third party claim or litigation that calls into
question any aspect of the foregoing.  Such assistance shall include, without limitation, (a) providing
Microsoft or its nominees such documents as Microsoft or its nominees may request concerning the
Port Deliverables, and  .NET Framework relating to this Agreement, and (b) making available, upon
reasonable notice and for a reasonable period of time, such personnel (including employees,
contractors and consultants involved in relevant projects) as Microsoft or its nominees may request (i)
for interviews concerning matters pertinent to the Port Deliverables, and .NET Framework relating to
this Agreement with Microsoft, its nominees or attorneys, (ii) for the execution of affidavits by such
persons concerning matters pertinent to the Port Deliverables, and .NET Framework relating to this
Agreement, and (iii) to appear in person as witnesses at deposition or at trial at such locations as
Microsoft or its nominees request and to testify truthfully concerning matters within their knowledge
pertinent to the Port Deliverables, and .NET Framework relating to this Agreement. Microsoft will
reimburse Corel for Corel's actual, reasonable and out of pocket costs in providing such assistance.
Corel shall cooperate with Microsoft in the filing and prosecution of any copyright or patent
applications that Microsoft may elect to file.    





   [see Rider]





3.     Conditions to
Effectiveness





Notwithstanding anything contained herein to the contrary, this Amendment shall not become
effective until
all Parties shall have each executed and delivered counterparts of this Amendment to each other.





4.   No Further Amendment





Except as expressly modified by this Amendment, the Agreement shall remain unmodified and in full
force
and effect and the Parties hereby ratify their respective obligations thereunder.





5.  Miscellaneous





5.1     Entire Agreement.  The Agreement as expressly modified by this Amendment shall
constitute the
entire agreement among the Parties with respect to the subject matter hereof and merges all prior and
contemporaneous communications.





5.2     Severability.  If any provision of this Amendment shall be held by a court of
competent jurisdiction to
be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.





5.3     Governing Law.  This Agreement shall be construed and controlled by the laws of the
State of New
York, and the Parties further consent to exclusive jurisdiction and venue in the federal courts sitting in
King County, Washington, unless no federal subject matter jurisdiction exists, in which case the
Parties consent to the exclusive jurisdiction and venue in the Superior of King County, Washington.
Corel waives all defenses of lack of personal jurisdiction and forum non conveniens.  Process may be
served on either Party in the manner authorized by applicable law or court rule.  Process may be
served on either Party by U.S. Mail, postage prepaid, certified or registered, return receipt requested,
or by such other method as is authorized by the Washington Long Arm Statute.





5.4     Successors and Assigns.  The provisions hereof shall inure to the benefit of, and
be binding upon, the
successors and assigns of the Parties hereto; provided, however, that neither Party may assign this
Amendment, in whole or in part, without the prior written approval of the other Party.  For the
purposes of this Amendment, the term "assignment" includes a Change in Control.  Any attempted
assignment in violation of this Section shall be void.





5.5     Counterparts.  This Amendment may be executed in any number of counterparts and by
different
Parties hereto in separate counterparts, each of which when so executed shall be deemed to be
original, and all of which taken together shall constitute one and the same Amendment.  Delivery of an
executed counterpart of a signature page to this Amendment by facsimile transmission shall be
effective as delivery of an originally executed counterpart of this Amendment.





   In Witness Whereof, the Parties have caused this Amendment to be executed by their duly
authorized
representatives as of the Amendment 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


April 30, 2001  April 17, 2001   


Date    Date