EMPLOYMENT AGREEMENT

BETWEEN

**DEREK BURNEY**

****AND

**COREL CORPORATION**

****MADE AS OF OCTOBER 17, 2001****

****

**EMPLOYMENT AGREEMENT**

****THIS AGREEMENT made as of October 17, 2001;

B E T W E E N:

COREL CORPORATION 
(the "Corporation")

OF THE FIRST PART,

- and -

DEREK BURNEY
(the "Executive")

OF THE SECOND PART.

WHEREAS the Executive has been employed with the Corporation since April 4, 1993 in
a variety of capacities, having been appointed as Interim Chief Executive Officer on August 15,
2000 and appointed Chief Executive Officer on October 2, 2000;

AND Whereas the Executive and the Corporation wish to formalize the terms and
conditions of the Executive's employment as CEO 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   **Board**

**"Board"** means the board of directors of the Corporation.

****1.2   **Change of Control**

**"Change of Control"** means any change whereby less than one-half of the directors of
the Corporation are persons who were directors twelve (12) months previously, unless the
continuing directors and the Executive agree and the directors, by resolution, confirm that there
has been no change of control.

****1.3   **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.

****1.4   **Date of Termination**

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

****1.5   **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
offices, titles, reporting relationships, powers, authority, duties or
responsibilities; (ii) any reduction in the Executive's base salary; and (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)    a Change of Control (provided that a Change of Control will cease to be
Good Reason six (6) months after the Executive first becomes aware of the
Change of Control); or

(e)    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).

****1.6   **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.

****1.7   **Severance Period**

**"Severance Period"** means a period of eighteen (18) months from the Date of
Termination, such period to increase by one month for every four (4) months the Executive
serves as CEO after June 1, 2001 and such period not to exceed twenty-four (24) months in total.

****1.8   **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 Chief Executive Officer and the Executive will have the
powers and authority to perform the duties and functions of the chief executive officer of a
corporation, subject always to the control and direction of the Board. In performing such duties
and functions, the Executive will have direction and control over all other officers and employees
of the Corporation.

****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, all
expenses incurred by the Executive and his family will be fully reimbursed. In the event that the
board of directors decides to move the location of the head office more than 100  kilometres
away from Ottawa and the Executive refuses to relocate and other mutually acceptable terms and
conditions for continued employment are not agreed to, the Executive's employment will be
terminated and he will be entitled to the payments provided for under section 5.3.  The Executive
acknowledges that the performance of his 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 $350,000.00,
retroactive to the date of his appointment as Interim CEO on August 15, 2000.  The Executive's
base salary will be reviewed annually following completion of the Corporation's financial year
ending November 30, 2001, by the Compensation Committee of the board of directors at the time
of the review of compensation for 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 shall pay the Executive an annual bonus if the Corporation
achieves certain revenue, pre-tax operating income and/or development or other targets to be
agreed each year in advance by the board of directors and the Executive.  If one hundred percent
(100%) of the objectives set for a given year are attained, the Executive shall be entitled to a
bonus in the amount of forty-five percent (45%) of his annual base salary.  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 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 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 his 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 him in the course of the Executive's employment with the
Corporation.  The Executive will provide the Corporation with appropriate statements and
receipts verifying such expenses.

****3.7   **Automobile**

The Executive will be entitled to an automobile allowance consistent with that
offered by the Corporation to its senior executives from time to time.

****3.8   **Parking**

The Corporation will pay for a parking space for the Executive at its place of
business.

****3.9   **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.

****3.10  **Membership
Fees**

The Corporation agrees to reimburse the Executive for the cost of a membership
at the Rideau Club in Ottawa, for such time as he remains in the position of CEO of the
Corporation, including any minimum use fees which are not otherwise claimed by the Executive
pursuant to Section 3.6.

3.11         **Legal Fees**

The Corporation will reimburse the Executive for legal fees incurred for the
review of this Agreement, to a maximum of $2,000.00.

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

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

The Executive will devote all of his 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 his 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 him and
commensurate with his CEO 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 his
notice or of which he should reasonably be aware.

****4.4  **Confidential
Information**

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

(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 him with any benefits as outlined in
Section 5.3, 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 his employment with the Corporation at any time by
giving 30 days' 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 him
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 him 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 salary that would have been payable to him, on
the basis of Section 3.1, for the Severance Period, such payment to
be made as a lump sum payment equivalent to twelve months'
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 to the Corporation,
grossed up so that the after tax value of the payments is equal to
the cost of the benefits to the Corporation;

(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;

(vi)  pay to the Executive an amount equivalent to the amount that
would have been payable to him under incentive plans for the
Severance Period, such amount to be calculated as a percentage of
base salary at the Date of Termination, the percentage to be an
average of the percentages used to calculate the Executive's
incentive payment in the preceding two years;

(vii) 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 October 1, 2001 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;

(viii)    continue the automobile arrangements outlined in Section 3.7 for
the Severance Period.

(ix)  pay during the Severance Period the membership fees at Rideau
Club pursuant to Section 3.10 of this Agreement.

(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 his damages and will promptly notify the Corporation of such
employment or mitigation.

(c)   Notwithstanding Section 5.3(a)(iii), in the event there is a Change of
Control, the Corporation will pay to the Executive an amount equivalent to
the twenty-four (24) months' salary, on the basis of Section 3.1, such
entire payment to be made immediately as a lump sum payment, together
with such other payments to which the Executive is entitled pursuant to
Section 5.3(a)(i) to (ix).

(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
his 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
his employment with the Corporation in the circumstances set out in this
Section 5.3 and will not be construed as a penalty and such payments will
be deemed to include all termination pay and severance pay owing to the
Executive pursuant to the *Employment Standards Act* (Ontario) in respect
of the termination of his employment.

(e)   The parties agree that the payments under Section 5.3(a)(ii) or 5.3(c) will
be deemed to include all termination pay and severance pay owing to the
Executive pursuant to the *Employment Standards Act* (Ontario) in respect
of the termination of his 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 him
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 him up to and including the Date of
Termination;

(iii) pay to the Executive any amounts owing to him 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
he 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 his 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; and

(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;

(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 October 1, 2001****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
month 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;

(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 him
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 him up to and including the Date of Death;

(iii)     pay to the Executive any amounts owing to him 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
he 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 October 1, 2001 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;

5.6    **Return of Property**

Subject to Section 5.3(a)(viii), upon any termination of his employment with the
Corporation, the Executive will deliver or cause to be delivered to the Corporation promptly all
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, if applicable.

****5.9   **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, 6.1, 6.2 and 6.3 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)    The Executive will not, without the prior written consent of the
Corporation, at any time for a period of (i) six (6) months following the
termination of the Executive's employment under this Agreement for cause
or (ii) the end of the Severance Period if terminated without cause,****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, or (ii) following
termination of the Executive's employment under this Agreement for
cause, a business which is competitive with any business carried on by the
Corporation at the date of such termination.

(b)    The Executive confirms that all restrictions in Section 6.1(a) 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 his 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 his 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 for
whatever reason of this Agreement 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; or

(iii)  has been pursued as a prospective client by or on behalf of the
Corporation at any time within twelve (12) months prior to the
Date of Termination of this Agreement for whatever reason and in
respect of whom the Corporation has not determined to cease all
such pursuit.

(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 of the Corporation at the Date
of Termination of this Agreement for whatever reason.

****6.3   **Breach**

Any breach of the provisions of Sections 6.1(a), 6.2(a), or 6.2(d) 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), 6.2(a) or 6.2(d).  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,
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), 6.2(a) or 6.2(d)

**ARTICLE 7 -****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: Chairman

To the Executive:

23 Wendell Avenue

Stittsville, ON 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**

(a) Subject to Section 7.7 (b), 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.

(b) The Executive executed on May 6, 1998, in favour of the Corporation, an
agreement concerning Confidential Information, Industrial and Intellectual Property, and Non-Competition and Non-Solicitation, a
copy of which is attached hereto as Schedule "A". The
obligations and conditions set forth in Schedule "A" continue in full force and effect to the extent
that they are not inconsistent with the provisions of this Agreement, in which case the provisions
of this Agreement shall take precedence.

****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.

****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**
| | ---------------------

| |     |                                
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| | By: | _______________________________

| | Name: 
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| | Title:

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| | By:    | _____________________________
| | Name:  |                              
| | Title: |                              

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|WITNESS: |  | 
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|Signature | Derek J. Burney
|--------- | ---------------

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|Name (Please print) |  | 
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