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                                                                    Exhibit 4.05

                               COREL CORPORATION
                               STOCK OPTION PLAN

1.   Purpose of the Plan

     The purpose of the Stock Option Plan 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),
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          as amended from time to time;

     (b) "Board of Directors" means the board of directors of the Company;
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     (c)  "Committee" means the appropriate compensation committee of three or
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          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
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          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
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          purchase Option Shares;

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

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

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

     (j)  "Insider" means:
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          (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;

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

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

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

     (n)  "Option Price" means the price per share at which a Participant may
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          purchase Option Shares denominated in Canadian or United States
          currency;

     (o)  "Outstanding Issue" means the number of Common Shares that are
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          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 during the preceding one
          year period;

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

     (p)  "Option Shares" means the Common Shares of the Company which a
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          Participant is entitled to purchase under the Plan;
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     (q)  "Participants" means Employees, Directors and Officers to whom options
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          to purchase Option Shares are granted pursuant to the Plan and which
          remain unexercised; and

     (r)  "Plan" means the Corel Corporation Stock Option Plan.
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3.   Eligibility

     Participation in the Plan shall be limited to Participants who are
     designated from time to time by the Committee and those Employees who were
     granted options prior to the adoption of the Plan by the Board of
     Directors. 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 reserved for issuance
     hereunder shall not exceed 13,900,614. The following restrictions shall
     also apply to this Plan:

     (a)  the aggregate 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; and

     (c)  no Participant together with such Participant's Associates, shall be
          issued, within any one year period, a number of Option Shares which
          exceeds 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.

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 based
     upon the Market Price of the Common Shares of the Company at the Date of
     Grant.
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6.   Exercise

     Subject to the requirements of applicable regulatory authorities and the
     discretion of the Committee, each option granted under the Plan including
     those options granted prior to November 1, 1993 may be exercised as
     follows:

<TABLE>
<CAPTION>
         Percentage of Total Number of                        Option Period
     Option Shares which may be Purchased
-----------------------------------------        ---------------------------------------
<S>                                              <C>
                     100%                        For a period of four years from the
                                                 Date of Grant.
</TABLE>

     The exercise period and vesting period of any option granted after November
     1, 1993 shall be determined by the Committee and set forth in the notice of
     grant of such option. In the event that no exercise or vesting period is
     specified, the current practice of immediate vesting and four year
     limitation shall govern. 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.

     Notwithstanding the foregoing, any options to purchase Option Shares
     granted on or prior to January 25, 1990, shall be deemed to have been
     granted pursuant to the terms of this Plan on January 25, 1990, unless
     otherwise terminated in accordance with the terms hereof.

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 Participant 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
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     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 12
          month period, for options granted prior to November 1, 1993, and
          during the 30 day period, for options granted on or after November 1,
          1993 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.
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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
     Directors 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.
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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.
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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.

     DATED the 25th day of January, 1990, as amended the 17th day of September,
     1992, the 22nd day of November, 1993, the 31st day of March, 1994, the 30th
     day of March, 1995, the 12th day of March, 1996, the 18th day of April,
     1997 and the 31st day of January, 2000.

                              COREL CORPORATION


                              /s/ Michael C. J. Cowpland
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                              Chairman of the Board, President and
                              Chief Executive Officer



                              /s/ Eric J. Smith
                              ------------------------------------
                              Secretary