****

**COREL CORPORATION**

**CODE OF CONDUCT AND ETHICS FOR SENIOR FINANCIAL OFFICERS**

**PURPOSE**

This Code of Conduct and Ethics (the "Code") contains the policy guidelines and
procedures adopted by the Board of Directors of the
Company (the "Board") that relate to the legal and ethical standards for conducting Company business.  This Code cannot and is not
intended to cover every applicable law or to anticipate every issue that may arise, but does set out basic principles to be
followed. If you
are unclear about a particular situation, stop and ask for guidance from the Audit Committee of  the Board (the "Audit Committee")
or
the Legal Department before taking action.

**ADMINISTRATION/APPLICABILITY/VIOLATIONS**

The Board is responsible for setting the standards of conduct contained in this Code
and updating these standards as appropriate to
reflect legal and regulatory developments.

This Code applies to the President, Chief Executive Officer, Chief Financial Officer,
Executive Vice President of Finance, Vice President of
Finance, Vice President of Tax & Treasury, Vice President of EMEA Finance & Operations, Controller and EMEA Finance
Director of the
Company (the "Covered Persons").  It is the obligation of each and every Covered Person to become familiar with this Code, to
adhere
to the standards and restrictions set forth herein, to conduct himself or herself accordingly and to avoid even the appearance of
impropriety.

While the Company's Legal Department will oversee the procedures designed to implement
this Code, it is the individual responsibility
of each Covered Person to comply with this Code.  Those who violate this Code will be subject to disciplinary action, which may
include
termination.

**POLICY GUIDELINES**

**A.*Conflicts of Interest*****

Covered Persons have a duty of loyalty to the Company, and must therefore avoid any
actual or apparent conflict
of interest with the Company.  A "conflict of interest" exists when a person's private interest (financial or otherwise)
interferes, or
appears to interfere, in any way with the interests of the Company.  A conflict situation can arise when a Covered Person takes
actions
or has interests that may make it difficult to perform his or her work objectively and effectively.  Conflicts of interest
include, but are not
limited to, the following examples:

(i)   engaging in a significant personal business transaction involving the Company
for profit or gain;

(ii)  being a consultant to, or a director, officer or employee of, a supplier,
customer or competitor of the
Company;

(iii) having a significant financial or other beneficial interest in a supplier,
customer or competitor of the
Company;

(iv)  receiving, directly or indirectly, improper personal benefits as a result of
using Company property or
obtaining Company services;

(v)   conducting Company business with a family member, or taking any business action
that improperly
benefits a family member; and

(vi)  accepting money, personal gifts, discounts, loans (other than loans from lending
institutions at prevailing
interest rates) or other special treatment or gratuities from any supplier, customer or competitor of the Company.

Any such conflicts of interests may also arise as a result of actions taken by, or
interests of, a family member of a Covered Person.
Conflicts of interest are prohibited as a matter of Company policy, except if approved, in advance, by the Audit Committee.
Conflicts
of interest may not always be clear-cut, so if you have a question, you should ask for guidance from the Legal Department before
taking action.

**B.*Corporate Opportunities*****

Covered Persons owe a duty to the Company to advance its legitimate interests when the
opportunity to do so arises.  Covered Persons
are therefore prohibited from (i) without the consent of the Audit Committee, taking for themselves personally opportunities that
are
discovered through the use of Company property, information or position, (ii) using Company property, information or position for
improper personal gain and (iii) competing with the Company.

**C.*Confidentiality*****

Covered Persons must not disclose to anyone outside the Company any "confidential
information" entrusted to them by the Company
or its suppliers, customers or business partners, except when disclosure is authorized by the Board or Audit Committee, is done in
the
ordinary course of business (i.e. to auditors, financial institutions, insurers, etc.) in accordance with established Company
policies and
procedures, or is otherwise legally required.  "Confidential information" includes all non-public information that might be useful
to
competitors, or harmful to the Company or its suppliers, customers or business partners, if disclosed.  Confidential information
includes,
for example, trade secrets, technology, research, customer and supplier lists, unannounced financial data and projections,
marketing
and pricing strategies and business plans.

The obligation to preserve confidential information continues even after a Covered
Person is no longer employed by the Company.

**D.*Competition and Fair Dealing*****

The Company seeks to outperform our competitors fairly and honestly through superior
performance, never through unethical or illegal
business practices.  Stealing proprietary information, possessing trade secret information that was obtained without the owner's
consent or inducing disclosures of such information by past or present employees, agents or representatives of other companies is
prohibited.

Covered Persons should endeavor to deal fairly and in good faith with the Company's
customers, suppliers and competitors and their
employees.  No Covered Person should take unfair advantage of anyone through manipulation, concealment, abuse of privileged
information, misrepresentation of material facts or any other intentional unfair-dealing practice.

Covered Persons are prohibited from:

(i)   entering into any understanding, agreement, plan or scheme, express or implied,
formal or informal,
with any competitor with regard to prices, terms or conditions of sale or service, production, distribution, territories or
customers;

(ii)  exchanging or discussing with a competitor prices, terms or conditions of sale
or service, or any other
competitive information; or

(iii) engaging in any other conduct which violates any applicable anti-trust or
competition laws.

**E.*Protection and Proper Use of Company Assets*****

Company assets, such as information, materials, supplies, time, software, hardware and
facilities, among other property, are valuable
resources owned, licensed or otherwise belonging to the Company.  Company assets also include proprietary information such as
intellectual property, including patents, trademarks, trade secrets and copyrights, as well as business, marketing and service
plans,
engineering and manufacturing ideas, designs, databases, records, salary information and any unpublished financial data and
reports.
Company assets should be used only for legitimate business purposes.  Accordingly, all Covered Persons should endeavor to protect
the
Company's assets and ensure their efficient use.

Unauthorized use of Company assets is prohibited and should be reported.  The personal
use of Company assets without permission is
prohibited, although incidental personal use is permitted.  If you have any questions about whether your personal use of a Company
asset is incidental, you should ask for guidance from the Legal Department before taking action.

**F. *Compliance with Laws, Rules and
Regulations*****

All Covered Persons must obey, and insure that the Company obeys, all laws and
governmental regulations of the cities, provinces,
states and countries in which the Company operates.  Although Covered Persons may not know the full details of these laws, they
are
expected to act reasonably in obtaining advice from appropriate individuals.  If a law conflicts with a policy in this Code, you
must
comply with the law.  If a local custom or policy conflicts with this Code, you must comply with this Code.  If you have any
questions
about these conflicts, you should consult the Legal Department as to how to handle the situation.

The Company takes a proactive stance on compliance with all applicable laws, rules and
regulations.  Particularly, the Company is
committed to:

(i)   maintaining a workplace that is free from discrimination or harassment based on
race, gender, age,
color, religion or any other characteristic that is unrelated to the Company's interests or otherwise protected by law;

(ii)  complying with all applicable environmental, health and safety laws;

(iii) supporting fair competition and laws prohibiting restraints of trade and other
unfair trade practices;

(iv)  prohibiting any unlawful, improper or other questionable payments (including
bribes or kickbacks), gifts,
favors or other gratuities to suppliers, customers,  government officials or other third parties; and

(v)   complying with all applicable federal, provincial and state securities laws,
including laws prohibiting
insider trading.

Covered Persons who have access to material non-public information about the Company
are not permitted to use or share that
information for stock trading purposes or for any other purpose except the conduct of Company business.  To use material
non-public
information for personal financial benefit or to "tip" others who might make an investment decision on the basis of this
information is
not only unethical but also illegal.  If you have any questions, please consult the Company's full Disclosure Policy posted on the
intranet
and/or the Legal Department.

**G. *Record Keeping*****

The Company requires honest and accurate recording and reporting by Covered Persons of
information in order to make responsible
business decisions.  All of the Company's books, records, accounts and financial statements must be maintained in reasonable
detail,
must appropriately reflect the Company's transactions and must conform both to applicable legal requirements and to the Company's
system of internal controls.  Unrecorded or "off the books" funds or assets should not be maintained unless permitted by
applicable law
or regulation.

Business records and communications often become public, and Covered Persons should
avoid exaggeration, derogatory remarks,
guesswork or inappropriate characterizations of people and companies that can be misunderstood.  This applies equally to e-mail,
internal memos and formal reports.  Records should always be retained or destroyed according to the Company's record retention
policies.  In accordance with those policies, in the event of litigation or governmental investigation, please consult the Legal
Department.

**H. *Accurate and Timely Periodic Reports***

The Company is committed to providing full, fair, accurate, timely and understandable
disclosure in periodic reports and documents
that the Company files, or submits to, the applicable exchange commissions and in other public communications made by the
Company.  Specifically, the Company shall:

(i)   maintain accurate books and records that fully, fairly and accurately reflect
the Company's financial
information and reporting of transactions;

(ii)  ensure that the financial statements and other financial information included in
periodic reports is
prepared in accordance with generally accepted accounting principles and fairly presents in all material respects the financial
condition, results of operations and cash flows of the Company;

(iii) maintain such disclosure controls and procedures to ensure that material
information relating to the
Company is made known to management, particularly during the periods in which the Company's periodic reports are being
prepared;

(iv)  maintain such internal controls and procedures for financial reporting to
provide reasonable assurances
that the Company's financial statements are fairly presented in conformity with generally accepted accounting principles;

(v)   prohibit the establishment of any undisclosed or unrecorded funds or assets;

(vi)  disclose material off-balance sheet transactions in compliance with applicable
laws and regulations; and

(vii) otherwise present information in a clear and orderly manner and avoid the use of
legal and financial
jargon in the Company's periodic reports.

**REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR**

Covered Persons have a duty to adhere to this Code and all existing Company policies
and to report to the Company any suspected
violations in accordance with applicable procedures.  Covered Persons are required to report to the Vice-President, Legal or Audit
Committee any observed violations of this Code or any other illegal or unethical behavior or, when in doubt, to consult the Legal
Department about the best course of action in a particular situation.

It is the policy of the Company not to allow retaliation for reports of violations of
this Code or any other illegal or unethical behavior by
any employee made in good faith.  All Covered Persons are expected to cooperate in internal investigations of
misconduct.

**DISCLOSURE/AMENDMENTS AND WAIVERS**

Any waiver of any provision of this Code for any Covered Person may be made only by
the Audit Committee.

Any amendment of this Code or any waiver of any provision of this Code for any Covered
Person will be disclosed on a Form 8-K or on
the Company's website promptly and in any event within two business days following such amendment or waiver, as required by the
applicable Exchange Commission and the applicable stock exchange listing requirements.  The Company will maintain any such
disclosure on its website for at least 12 months after the Company initially posts such disclosure.  Following such 12-month
period, the
Company shall retain such disclosure for at least five years.

*                          *                          *

If you have any questions regarding this policy, please contact the legal department.