**EMPLOYMENT AGREEMENT

BETWEEN

****

**IAN LEGROW**

****

AND

**COREL CORPORATION**

****

MADE AS OF APRIL 17, 2002****

****

**EMPLOYMENT AGREEMENT**

****THIS AGREEMENT made as of April 17, 2002;

B E T W E E N:

COREL CORPORATION 
(the "Corporation")

OF THE FIRST PART,

- and -

Ian Legrow 
(the "Executive")

OF THE SECOND PART.

WHEREAS the Executive has been employed with the Corporation since May 30, 1994  in a
variety of capacities, having been appointed as Executive Vice President Creative Products on October
10, 2000 ;

AND Whereas the Executive and the Corporation wish to formalize the terms and conditions of
the Executive's employment as Executive Vice President - Product Strategy with the Corporation;

THIS AGREEMENT WITNESSES that in consideration of the covenants and agreements
contained in this Agreement, the parties agree as follows:

**ARTICLE 1 -****DEFINITIONS**

****1.1**Change of Control**

**"Change of Control"** means the occurrence of any of the following events:

(a)  the Corporation is merged, or consolidated or reorganized into or with another
corporation or other legal person in any transaction or series of related transactions
(other than a transaction to which only the Corporation and one or more of its
subsidiaries are parties) and as a result of such merger, consolidation or reorganization,
less than 51% of the combined voting power of the outstanding voting securities of the
surviving entity or person immediately after such transaction or series of related
transactions, are held in the aggregate by persons or entities who were holders of voting
securities of the Corporation immediately prior to such transaction;

(b)  the Corporation sells all or substantially all of its assets to any other
corporation or
other legal person in any sale or series of related sales (other than a transaction to
which only the Corporation and one or more of its subsidiaries are parties);

(c) the Corporation's Board of Directors approves the distribution to the
Corporation's
shareholders of all or substantially all of the Corporation's net assets, or the
Corporation's Board of Directors, shareholders or a court of competent jurisdiction
approves the dissolution or liquidation of the Corporation; or

(d) any other transactions or series of related transactions occur which have
substantially the same effect as the transactions specified in any of the preceding clauses
(other than transactions to which only the Corporation and one or more of its
subsidiaries are parties).

****1.2   **Confidential Information**

**"Confidential Information"** means confidential information of the Corporation,
including trade secrets, customer lists and other confidential information concerning the business and
affairs of the Corporation.

****1.3   **Date of Termination**

**"Date of Termination"** means the date on which a proper Notice of Termination is
given to or by the Executive.

****1.4   **Good Reason**

**"Good Reason"** means:

(a)    the Corporation and its subsidiaries, taken as a whole, cease to operate as a
going concern;

(b)    any action by the Corporation without the Executive's consent that constitutes
constructive termination of the Executive's employment with the Corporation,
including (i) any material reduction in the Executive's titles, reporting
relationships, powers, authority, duties or responsibilities; (ii) any reduction in
the Executive's base salary; or (iii) any material reduction in the value of the
Executive's employee group insurance or health benefit plans and programmes;

(c)    the Corporation fails to pay, when due, any amount payable by it to the
Executive pursuant to this Agreement;

(d)    any term of the Executive's employment with the Corporation is changed
without the Executive's consent in any proceedings under any bankruptcy,
reorganization, arrangement, dissolution, winding-up or liquidation statute or
law of any jurisdiction, including the Companies' Creditors Arrangement Act
(Canada).

Notwithstanding the foregoing or any other term of this Agreement, the
appointment of an EVP, Product Development or similar executive and a
change in titles, reporting relationships, powers, authority, duties or
responsibilities for Executive resulting from an altered role for Executive
reporting to said EVP, Product Development or similar executive, along with
any other required change to the terms of this Agreement by reason of said
appointment, shall not constitute a "material reduction" or "Good Reason"
under this Agreement nor shall such changes otherwise constitute either a
constructive dismissal or a repudiation of this Agreement.

****1.5   **Permanent Disability**

**"Permanent Disability"** means the Executive's absence from his duties with the
Corporation on a full time basis for more than six (6) consecutive months as a result of the Executive's
incapacity due to physical or mental illness.

****1.6   **Severance Period**

**"Severance Period"** means a period of 12 months from the Date of Termination.

****1.7   **Subsidiary**

**"Subsidiary"** has the meaning ascribed to it in the *Business Corporations Act*.

**ARTICLE 2 -****EMPLOYMENT**

****2.1   **Employment**

Subject to the terms and conditions of this Agreement, the Corporation will employ the
Executive in the office of Executive Vice President - Product Strategy reporting to the Chief Executive
Officer.  Without limiting the Executive's right to terminate this Agreement for Good Reason, the
Corporation shall have the unilateral right to change the Executive's offices, titles, reporting
relationships, powers, authority, duties or responsibilities.

****2.2   **Review**

The Executive and Corporation agree that they will review the terms and conditions of
the Executive's employment every three (3) years and recommend changes, if any, to this Agreement,
subject to Section 7.9.

****2.3   **Place of Employment**

The Executive will perform his work and services for the Corporation primarily at its
head office in Ottawa.  The Executive acknowledges that the Board of Directors has the discretion to
change the location of the head office of the Corporation, in which case the Executive will be required
to relocate.  In the event that the Executive agrees to relocate, expenses incurred by the Executive and
his family will be reimbursed in accordance with the Corporation's relocation policy in effect at that time
.. The Executive acknowledges that the performance of Executive's duties and functions will necessitate
frequent travel to other places.

**ARTICLE 3 -****REMUNERATION
AND BENEFITS**

****3.1   **Base Salary**

The Corporation will pay the Executive an annual base salary of   Two Hundred and
Four Thousand Dollars ($204,000.00 CDN) .   The Executive's base salary will be reviewed annually
following completion of the Corporation's financial year ending November 30 at the time of the review
of compensation for the other members of the Executive Management Team or other senior
management employees of the Corporation.

****3.2   **Benefits**

The Executive will be entitled to participate in all health, disability, death, pension and
other employee benefit plans and programmes of the Corporation in effect from time to time in
accordance with their terms.

****3.3   **Incentive Plans**

The Corporation may pay the Executive an annual bonus if the Corporation achieves
certain revenue, pre-tax operating income and/or development or other targets to be established each
year in advance by the Chief Executive Officer and the Board of Directors.  If one hundred percent
(100%) of the Corporate objectives and personal objectives set for a given year are attained, the
Executive shall be entitled to one hundred percent (100%) of the agreed upon bonus.  The amount of
bonus, if any, to which the Executive will be entitled for attaining a lesser percentage of objectives will
be determined by the Chief Executive Officer and the Board of Directors.

****3.4   **Stock Option Plans**

The Executive will be eligible for a grant of options, at the discretion of the Board of
Directors, in accordance with the policy and practice in place for other senior executives of the
Corporation and in accordance with the terms and conditions of such grant and the stock option plan in
place for senior executives of the Corporation.

****3.5   **Vacation**

The Executive will be entitled to paid vacation each year in accordance with the policy
and practice in place for other senior executives of the Corporation.  The Executive will take vacation
at a time or times reasonable for each of the Corporation and the Executive in the circumstances.

****3.6   **Expenses**

The Corporation will reimburse the Executive for all reasonable out-of-pocket
expenses properly incurred by Executive in the course of employment with the Corporation.  The
Executive will provide the Corporation with appropriate statements and receipts verifying such
expenses.

****

****3.7   **Parking**

The Corporation will provide a parking space for the Executive at his or her primary
place of business.

****3.8   **Supplementary Pension Benefit**

The Executive will be eligible for enrolment in the pension plan, if any, available to other
senior executives of the Corporation and on the same terms and conditions applicable to other senior
executives of the Corporation, subject to the condition that the Executive's compensation, as set out in
Section 3.1, was determined on the assumption that any pension contributions made on behalf of the
Executive will not result in contribution in excess of current RRSP contribution limits.  The Executive
acknowledges that the Corporation is currently reviewing the feasibility of a corporate pension plan and
no decision has been made, as of this date, on the availability of a plan for company employees and
executives.

****

**ARTICLE 4 -****EXECUTIVE'S
COVENANTS**

****4.1   **Full Time Service**

The Executive will devote all of Executive's working time, attention and effort to the
business and affairs of the Corporation and its subsidiaries and will well and faithfully serve the
Corporation and its subsidiaries and will use best efforts to promote the interests of the Corporation
and its subsidiaries.

****4.2   **Duties and Responsibilities**

The Executive will duly and diligently perform all the duties assigned to Executive and
commensurate with Executive's position while in the employ of the Corporation, and will truly and
faithfully account for and deliver to the Corporation all money, securities and things of value belonging
to the Corporation which the Executive may from time to time receive for, from or on account of the
Corporation.

****4.3   **Rules and Regulations**

The Executive will be bound by and will faithfully observe and abide by all the rules and
regulations of the Corporation from time to time in force which are brought to Executive's notice or of
which Executive should reasonably be aware.

****4.4   **Confidential Information**

(a)    The Executive acknowledges that, by reason of his employment with the
Corporation, Executive will have access to Confidential Information.  The
Executive agrees that, during and after Executive's employment with the
Corporation, Executive will not disclose to any person, except in the proper
course of Executive's employment with the Corporation, or use for Executive's
own purposes or for any purposes other than those of the Corporation, any
Confidential Information acquired by Executive.

(b)    Any breach of Section 4.4(a) by the Executive will result in material and
irreparable harm to the Corporation although it may be difficult for the
Corporation to establish the monetary value flowing from such harm.  The
Executive therefore agrees that the Corporation, in addition to being entitled to
the monetary damages which flow from the breach, will be entitled to injunctive
relief in a court of appropriate jurisdiction in the event of any breach by the
Executive of Section 4.4(a). In addition, the Corporation will be relieved of any
further obligation to make any payments to the Executive or provide Executive
with any benefits as outlined in Section 5.3 and Executive shall be obligated to
repay such amounts already received under said section, except those in
Sections 5.3(a)(i) and 5.3(a)(ii), in the event of a breach by the Executive of
Section 4.4(a).

**ARTICLE 5 -****TERMINATION**

****5.1   **Termination by the
Corporation**

The Corporation may terminate the Executive's employment with the Corporation at
any time by giving a Notice of Termination to the Executive.

****5.2   **Termination by the Executive**

The Executive may terminate Executive's employment with the Corporation at any time
by giving 30 days' written Notice of Termination to the Corporation.

****5.3   **Payments on Termination Without Cause or for
Good Reason**

(a)    If the Executive's employment with the Corporation is terminated by the
Corporation pursuant to Section 5.1 for any reason other than cause or
Permanent Disability, or is terminated by the Executive pursuant to Section 5.2
for Good Reason, and subject to and conditional upon the Executive complying
with the provisions of Article 6, the Corporation will:

(i)    pay to the Executive an amount equal to the salary earned by Executive
up to the Date of Termination and any outstanding vacation pay
calculated as of such Date;

(ii)   reimburse the Executive in accordance with Section 3.6 for any
expenses incurred by Executive up to and including the Date of
Termination;

(iii)  subject to Sections 5.3(b) and (c), pay to the Executive an amount
equivalent to the base salary that would have been payable to
Executive, on the basis of Section 3.1, for the Severance Period, such
payment to be made as a lump sum payment equivalent to six (6)
months' base salary immediately upon termination of employment, with
the remaining amount to be paid within twelve (12 ) months of the Date
of Termination at such times as the Board of Directors shall determine
in its discretion, but in such amounts and at such times as shall be not
less than equal monthly installments and not more than twelve (12 )
such installments commencing thirty (30) days following the Date of
Termination;

(iv)   maintain the Executive's benefits referred to in Section 3.2 for the
Severance Period or, if that is not possible, pay to the Executive an
amount equal to the cost of such benefits, grossed up so that the after
tax value of the payments is equal to the cost of the benefits;

(v)    give the Executive credit under the Corporation's pension plan for an
additional period of service with the Corporation equal to the
Severance Period or, if that is not possible, pay to the Executive an
amount equal to the then present value of the benefits under the
Corporation's pension plan attributable to such service, grossed up so
that the after tax value of the payments is equal to then present value of
the benefits; and

(vi)   permit the Executive to exercise at any time within six (6) months from
the Date of Termination all options granted to the Executive on or after
January 28, 2002 that would otherwise vest during the Severance
Period and permit the Executive to exercise all other options vested on
the Date of Termination within 30 days of the Date of Termination.
Notwithstanding the foregoing, in no event may Executive exercise any
option after the expiration of the Option Period (as defined under the
Stock Option Plan in effect from time to time).

(b)    Notwithstanding the foregoing, the payments contemplated by Section
5.3(a)(iii), excluding the lump sum payment described therein, will be reduced
by fifty per cent (50%) during any period when the Executive has obtained
alternate employment or has otherwise mitigated any damages arising from the
termination of his employment. The Executive has a duty to mitigate Executive's
damages and will promptly notify the Corporation of such employment or
mitigation.

(c)    In addition to receiving the payments referred to in Section 5.3(a)(iii), in the
event there is a Change of Control and the Executive's employment is
terminated by the Corporation pursuant to Section 5.1 for any reason other
than cause or Permanent Disability, or is terminated by the Executive pursuant
to Section 5.2 for Good Reason, during the period beginning one (1) month
prior to the Change of Control and ending six (6) months following the Change
in Control, and subject to and conditional upon the Executive complying with
the provisions of Article 6, the Corporation will pay to the Executive an amount
equivalent to six  (6) months' base salary, on the basis of Section 3.1, such
payment to be made immediately as a lump sum payment.

Immediately upon the occurrence of Change of Control, all options granted to
the Executive on or after January 28, 2002 which have not previously expired,
shall immediately vest and become exercisable. Notwithstanding the foregoing
or any other term of this agreement, in no event may any option be exercised
after the expiration of the option period as defined under the stock option plan
in effect from time to time.

(d)  The parties agree that the provisions of Section 5.3 are fair and reasonable and
that the amounts payable by the Corporation to the Executive or for
Executive's benefit pursuant to Section 5.3 are reasonable estimates of the
damages which will be suffered by the Executive in the event of the termination
of employment with the Corporation in the circumstances set out in this Section
5.3 and will not be construed as a penalty.

(e)    The parties agree that the payments under Section 5.3(a)(iii) and, if applicable,
5.3(c) will be deemed to include: (i) all termination pay and severance pay
owing to the Executive pursuant to the *Employment Standards Act* (Ontario);
(ii) any other or further amount of notice or pay in lieu thereof at common law
or under any statute, in respect of the termination of Executive's employment.

****5.4   **Payments on
Termination by Corporation for Cause or by Reason of
Permanent Disability or on Termination by the Executive Without Good
Reason**

(a)    If the Executive's employment with the Corporation is terminated by the
Corporation pursuant to Section 5.1 for cause or by reason of Permanent
Disability, or if such employment is terminated by the Executive pursuant to
Section 5.2 without Good Reason, the Corporation will:

(i)    pay to the Executive an amount equal to the salary earned by Executive
up to the Date of Termination and any outstanding vacation pay
calculated as of such date;

(ii)   reimburse the Executive in accordance with Section 3.6 for any
expenses incurred by Executive up to and including the Date of
Termination;

(iii)  pay to the Executive any amounts owing to Executive under the
incentive plans  in accordance with the terms of such Plans and based
on service up to the Date of Termination but not after the Date of
Termination; and

(iv)   arrange for the Executive to receive any pension benefits to which
Executive is entitled pursuant to the Corporation's pension plan.

(b)    If the Executive's employment with the Corporation is terminated by the
Corporation pursuant to Section 5.1 by reason of Permanent Disability, the
Corporation will:

(i)    continue to pay to the Executive an amount equal to Executive's base
salary at the rate in effect immediately prior to such termination for the
balance, if any, of the applicable waiting period for long term disability
benefits stipulated in the Corporation's long term disability plan (the
"Waiting Period");

(ii)   maintain during the Waiting Period and during any period in which the
Executive is receiving long term disability benefits pursuant to the
Corporation's long term disability plan (the "Long Term Disability****Period") those of the Executive's benefits referred to in Section 3.2
which are normally continued for the Corporation's employees who are
in receipt of either short term disability benefits or long term disability
benefits;

(iii)  give the Executive credit under the Corporation's pension plan for an
additional period of service with the Corporation equal to the Waiting
Period and the Long Term Disability Period; and

(iv)   permit the Executive or his legal representative to exercise at any time
within six (6) months from the Date of Disability all options granted to
the Executive on or after January 28, 2002 and held by the Executive at
the Date of Termination that have vested on the Date of Termination or
would otherwise vest during the twelve (12) months period following
the Date of Termination and permit the Executive or his legal
representative to exercise all other options vested on the Date of
Disability within such six (6) months period. Notwithstanding the
foregoing, in no event may any option be exercised after the expiration
of the Option Period (as defined under the Stock Option Plan in effect
from time to time).

(c)    The Executive and the Corporation agree that the termination of the Executive's
employment by the Corporation by reason of Permanent Disability is not
contrary to the *Ontario Human Rights Code* and that further accommodation
would be undue hardship on the Corporation.

****5.5   **Payments on Death of
the Executive**

(a)    if the Executive's employment with the Corporation is terminated by death, the
Corporation will:

(i)  pay to the Executive an amount equal to the salary earned by Executive
up to the Date of Death and any outstanding vacation pay calculated as
of such date;

(ii) reimburse in accordance with Section 3.6 for any expenses incurred by
Executive up to and including the Date of Death;

(iii)     pay to the Executive any amounts owing to Executive under the
incentive plans  in accordance with the terms of such Plans and based
on service up to the Date of Death but not after the Date of Death;

(iv) arrange for the Executive to receive any pension benefits to which
Executive is entitled pursuant to the Corporation's pension plan; and

(v)  permit the legal representative of the Executive to exercise at any time
within six (6) months from the Date of Death all options granted to the
Executive on or after January 28, 2002 and held by the Executive at the
Date of Death that have vested on the Date of Death or would
otherwise vest during the six (6) months period following the Date of
Death and permit the legal representative of the Executive to exercise
all other options vested on the Date of Death within twelve (12) months
of the Date of Death. Notwithstanding the foregoing, in no event may
any option be exercised after the expiration of the Option Period (as
defined under the Stock Option Plan in effect from time to time).5.6       **Return of
Property**

Upon any termination of his employment with the Corporation, the Executive will
deliver or cause to be delivered to the Corporation promptly all equipment, books, documents, money,
securities or other properties of the Corporation that are in the possession, charge, control or custody
of the Executive.

****5.7   **No Termination
Claims**

Upon any termination of the Executive's employment by the Corporation in compliance
with this Agreement or upon any termination of the Executive's employment by the Executive, the
Executive will have no action, cause of action, claim or demand against the Corporation, any related or
associated corporations or any other person as a consequence of such termination.

****5.8   **Resignation as
Director and Officer**

Upon any termination of the Executive's employment under this Agreement, the
Executive will sign forms of resignation indicating his resignation as a director and officer of the
Corporation and its subsidiaries, if applicable.

5.9         **Comments About the Corporation**

****Executive agrees thatExecutivewill not say, publish or do any act or thing that
disparages or casts the Corporation, its officers, directors, employees, agents and/or representatives in
any unfavorable light, or which could result in injury to any such person's reputation.  Executive shall
make no public statements or announcements regardingExecutive's past employment by the
Corporation or any of the matters set forth herein without first consulting with the Corporation and
obtaining its prior written approval as to the timing and content of the proposed statements and/or
announcements, except that Executive may discloseExecutive's dates of employment,
title, job
description and final base annual salary with the Corporation.  The Corporation agrees that it shall
make no public announcement regarding Executive's past employment with the Corporation which
disparages or casts Executive in a false light.  The parties agree that neither shall make any press release
or other public announcement concerning this Agreement except to the extent required by applicable
law.

****5.10  **Provisions which Operate Following
Termination**

Notwithstanding any termination of the Executive's employment under this Agreement
for any reason whatsoever and with or without cause, the provisions of Sections 4.4, 5.3, 5.4, 5.5, 5.6,
5.7, 5.8, 6.1, 6.2, 6.3 and 6.4 of this Agreement and any other provisions of this Agreement necessary
to give efficacy thereto will continue in full force and effect following such termination.

**ARTICLE 6 -****NON-COMPETITION AND NON-SOLICITATION**

****6.1   **Non-Competition**

(a)    Without limiting the Executive's Covenant's contained in Article 4, the
Executive will not, without the prior written consent of the Corporation, during
the term of employment,****either individually or in partnership or jointly or in
conjunction with any person as principal, agent, employee, shareholder (other
than a holding of shares listed on a Canadian or United States stock exchange
that does not exceed 5% of the outstanding shares so listed) or in any other
manner whatsoever carry on or be engaged in or be concerned with or
interested in or advise, lend money to, guarantee the debts or obligations of or
permit his name or any part of his name to be used or employed by any person
engaged in or concerned with or interested in a business which is competitive
with the business carried on by the Corporation at any time during the term of
employment.

(b)  The Executive will not, without the prior written consent of the      Corporation,
following the term of employment,

(i) until the end of the Severance Period if the Executive's employment
is terminated by the Corporation without cause or by the Executive for Good
Reason,

(ii) until six (6) months following the Date of Termination if the
Executive's employment is terminated by the Corporation for cause,****

(iii) until six (6) months following the last day actually worked by the
Executive if the Executive's employment is terminated in any other manner or
for any other reason,

either individually or in partnership or jointly or in conjunction with any person
as principal, agent, employee, shareholder (other than a holding of shares listed
on a Canadian or United States stock exchange that does not exceed 5% of the
outstanding shares so listed) or in any other manner whatsoever carry on or be
engaged in or be concerned with or interested in or advise, lend money to,
guarantee the debts or obligations of or permit his name or any part of his name
to be used or employed by any person engaged in or concerned with or
interested in within North America,

i) a business which is competitive with any business carried on by the
Corporation during the term of employment or during any Severance Period if
the Executive's employment is terminated by the Corporation without cause or
by the Executive for Good Reason, or

(ii) a business which is competitive with any business carried on by the
Corporation during the term of employment through the Date of Termination, in
all other cases.

(c)    The Executive confirms that all restrictions in Section 6.1(a) and (b) are
reasonable and valid and that the Executive waives all defences to the strict
enforcement of such restrictions by the Corporation.

****6.2   **Non-Solicitation**

(a)    The Executive will not, without the prior consent of the Corporation, during the
term of Executive's employment or at any time for a period of twelve (12)
months following the termination of the Executive's employment under the
Agreement for whatever reason and with or without cause, either individually,
or in partnership, or jointly, or in conjunction with any person as principal,
agent, employee or shareholder (other than a holding of shares listed on a
Canadian or United States stock exchange that does not exceed 5% of the
outstanding shares so listed) or in any other manner whatsoever on Executive's
own behalf or on behalf of anyone competing or endeavouring to compete with
the Corporation, directly or indirectly solicit, or gain the custom of, interfere
with or endeavour to entice away from the Corporation any person who:

(i)    is a client of the Corporation at the Date of Termination and with whom
the Executive dealt during the Executive's employment;

(ii)   was a client of the Corporation at any time during the Executive's
employment at the Corporation and with whom the Executive dealt
during the Executive's employment;**

***For the purposes of 6.2(a)(i) and (ii) above, "client" shall mean customers
(including distributors, resellers and licensees), joint venture partners, strategic
partners, OEM partners and any other individual or entity in a like relationship
with the Corporation or its affiliates.*



(b)    The Executive confirms that all restrictions in Section 6.2(a) are reasonable and
valid and that the Executive waives all defences to the strict enforcement of
such restrictions in Section 6.2(a) by the Corporation.

(c)    Sections 6.2(a)(i),(ii) and (iii) are each separate and distinct covenants,
severable one from the other and if any such covenant or covenants are
determined to be invalid or unenforceable, such invalidity or unenforceability
will attach only to the covenant or covenants as determined and all other such
covenants will continue in full force and effect.

(d)    The Executive, for a period of twelve (12) months following the termination of
the Executive's employment under the Agreement for whatever reason and with
or without cause,will not interfere with or entice away any person who is an
employee or independent contractor of the Corporation at the Date of
Termination.

****6.3   **Industrial and Intellectual Property**

- Executive acknowledges that all improvements, inventions, know-how and
discoveries, technology, patents, copyrightable materials, computer programs,
designs, documentation, processes, techniques or procedures in any way
related to the Corporation's business which are developed, invented, or written
by Executive alone or together with others, including all derivative works,
during the course of Executive's employment with Corporation, or at any time
using Confidential Information ("Developments") are the exclusive property the
Corporation:
- Executive will fully disclose all Developments to the Corporation and  hereby
waives all moral rights in all Developments as of the moment they are created
and transfers all interest in all Developments, including all derivative works,
exclusively to the Corporation on a world-wide, royalty-free basis as of the
moment they are created and, as required by the Corporation, will protect the
Corporation's interest in such Developments.  Executive agrees to execute any
documents which the Corporation feels are necessary to enable the
Corporation to apply for or enforce its patent, copyright, industrial design,
trademark right, or any other industrial or intellectual property rights in the
Developments.

(c)  Executive acknowledges that Executive is not a party to any prior agreements
which have created, or which could create in any third party rights which are or
could become inconsistent with Executive's obligations herein, and agrees that
Executive will fully disclose to the Corporation at Executive's earliest
opportunity any such prior agreements as well as any claims made or notices
provided by a third party which allege any such agreement or interest.

(d)  Executive acknowledges that, from time to time, the Corporation uses the
image, likeness, voice or other representation of its employees in connection
with the production of corporate reports, advertising and promotional materials,
and training videos.  Executive agrees that if, during the course of employment,
Executive participates in such productions, the Corporation may use
Executive's image, likeness, voice or other representation in perpetuity, in all
media and in all territories for the purposes described above without further
compensation to Executive.

****6.4  **Breach**

****Any breach of the provisions of Sections 6.1(a), 6.1(b), 6.2(a), 6.2(d) or 6.3 by the
Executive will result in material and irreparable harm to the Corporation although it may be difficult for
the Corporation to establish the monetary value flowing from such harm.  The Executive therefore
agrees that the Corporation, in addition to being entitled to the monetary damages which flow from the
breach, will be entitled to injunctive relief in a court of appropriate jurisdiction in the event of any breach
or threatened breach by the Executive of any of the provisions of Sections 6.1(a), 6.1(b), 6.2(a),
6.2(d) or 6.3 .  In addition, the Corporation will be relieved of any further obligations to make any
payments to the Executive or provide him with any benefits as outlined in Section 5.3 and Executive
shall be obligated to repay such amounts already received under said section, except those in Section
5.3(a)(i) and 5.3(a)(ii), in the event of a breach by the Executive of any of the provisions of Sections
6.1(a), 6.1(b), 6.2(a), 6.2(d) or 6.3.

**********GENERAL**

****7.1**Notices**

****Any demand, notice or other communication ("Communication") to be given in
connection with this Agreement will be given in writing by personal delivery, by registered mail or by
electronic means of communication addressed to the recipient as follows:

To the Corporation:

1600 Carling Avenue
               Ottawa, ON  K1Z 8R7

Attention: Vice President Human Resources

To the Executive:

Mr. Ian Legrow

82 Hobin St., Stittsville Ont., K2S 1G8

****

****or such other address, individual or electronic communication number as may be designated by
notice
given by either party to the other.  Any Communication given by personal delivery will be conclusively
deemed to have been given on the day of actual delivery of the Communication and, if given by
registered mail, on the third day, other than a Saturday, Sunday or statutory holiday in Ontario,
following the deposit of the Communication in the mail and, if given by electronic communication, on the
day of transmittal of the Communication if given during the normal business hours of the recipient and
on the business day during which such normal business hours next occur if not given during such hours
on any day.  If the party giving any Communication knows or ought reasonably to know of any
difficulties with the postal system which might affect the delivery of mail, any such Communication may
not be mailed but must be given by personal delivery or by electronic communication.****

****7.2**Time of Essence**

****Time will be of the essence of this Agreement.****

****7.3**Deductions**

****The Corporation will deduct all statutory deductions from any amounts to be paid to the
Executive under this Agreement.****

****7.4**Sections and Headings**

****The division of this Agreement into Articles and Sections and the insertion of headings
are for the convenience of reference only and will not affect the construction or interpretation of this
Agreement.  The terms "this Agreement", "hereof", "hereunder" and similar expressions refer to this
Agreement and not to any particular Article, Section or other portion hereof and include any agreement
or instrument supplemental or ancillary hereto.  Unless something in the subject matter or context is
inconsistent therewith, references herein to Articles and Sections are to Articles and Sections of this
Agreement.****

****7.5**Number**

****In this Agreement words importing the singular number only will include the plural and
vice versa and words importing the masculine gender will include the feminine and neuter genders and
vice versa and words importing persons will include individuals, partnerships, associations, trusts,
unincorporated organizations and corporations and vice versa.****

****7.6**Benefit of Agreement**

****This Agreement will enure to the benefit of and be binding upon the heirs, executors,
administrators and legal personal representatives of the Executive and the successors and permitted
assigns of the Corporation respectively.****

****7.7**Entire Agreement**

****This Agreement constitutes the entire agreement between the parties with respect to the
subject matter of this Agreement and cancels and supersedes any prior understandings and agreements
between the parties to this Agreement with respect to the subject matter of this Agreement.  There are
no representations, warranties, forms, conditions, undertakings or collateral agreements, express,
implied or statutory between the parties other than as expressly set forth in this Agreement.

****

****7.8**Pre-Contractual Representations**

****The Executive hereby waives any right to assert a claim based on any pre-contractual
representations, negligent or otherwise, made by the Corporation.****

****7.9**Amendments and
Waivers**

****No amendment to this Agreement will be valid or binding unless set forth in writing and
duly executed by both of the parties to this Agreement.  No waiver of any breach of any provision of
this Agreement will be effective or binding unless made in writing and signed by the party purporting to
give the same and, unless otherwise provided in the written waiver, will be limited to the specific breach
waived.****

****7.10**Severability**

****If any provision of this Agreement is determined to be invalid or unenforceable in whole
or in part, such invalidity or unenforceability will attach only to such provision or part of such provision
and the remaining part of such provision and all other provisions of this Agreement will continue in full
force and effect.****

****7.11**Governing Law**

****This Agreement will be governed by and construed in accordance with the laws of the
Province of Ontario and the laws of Canada applicable in Ontario.****

****7.12**Attornment**

****For the purpose of all legal proceedings this Agreement will be deemed to have been
performed in the Province of Ontario and the courts of the Province of Ontario will have jurisdiction to
entertain any action arising under this Agreement.  The Corporation and the Executive each hereby
attorns to the jurisdiction of the courts of the Province of Ontario provided that nothing in this
Agreement contained will prevent the Corporation from proceeding at its election against the Executive
in the courts of any other province or country.****

****In the event that the Executive, in good faith, initiates litigation to enforce payments under
Article 5.3 or
5.4 following a Change of Control, the Corporation will pay, and be solely financially responsible for,
any and all attorneys' and related fees and expenses incurred by the Executive, without regard to
whether the Executive prevails in such litigation.****

****7.13**Copy of Agreement**

****The Executive hereby acknowledges receipt of a copy of this Agreement duly signed by
the Corporation.****

****IN WITNESS WHEREOF the parties have executed this Agreement**.**

| | ************Corel
Corporation****
| | ---------------------------------

| |     |                                
| | --- | -------------------------------
| | By: | _______________________________

| | Name: Stephen Quesnelle        
| | -------------------------------
| | Title: VP - Human Resources****

| |                                 |                              
| | ------------------------------- | -----------------------------
| |                                 |                              
| | ****************************By: | _____________________________
| | Name:                           |                              
| | Title:                          |                              

| | 
| | 
| | 
| | 

|         |  | 
|-------- |  | 
|WITNESS: |  | 
|         |  | 
|         |  | 

| |  | 
| |  | 

|Signature | [Ian Legrow signature and date]
|--------- | -------------------------------

| |  | 
| |  | 
| |  | 

| |  | 
| |  | 

|Name (Please print) |  | 
|------------------- |  | 

****

****