exhibit3


COREL CORPORATION


STOCK OPTION PLAN 2000





1.     Purpose of the Plan





  The purpose of the Stock Option Plan 2000 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), as  amended from time to
time;          





  (b)  "Board of Directors" means the board of directors of the Company;





  (c)  "Committee" means the appropriate compensation committee of three or 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
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)  "Consultant" means a person that 





       (i)  is engaged to provide on a bona fide basis consulting, technical,
management or other services to the Company under a written contract
between the Company and that person or a company or partnership of
which that person is an employee, shareholder or partner; and 





       (ii) in the reasonable opinion of the Company, spends or will spend a
significant amount of time and attention on the affairs and business of
the Company;





  (f)  "Date of Grant" means the date a Participant is granted an option to purchase
Option Shares;





  (g)  "Director" means a person occupying the position of director on the Board of Directors of the Company
or on the board of directors of any subsidiary of the
Company;





  (h)  "Employee" means a full time permanent employee of the Company or its
subsidiaries, including any individual who has accepted an offer of
employment from the Company or any of its subsidiaries;





  (i)  "Exchange" means The Toronto Stock Exchange;





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





  (k)  "Former Plan" means the Corel Corporation Stock Option Plan dated January
25, 1990 as amended on September 17, 1992, November 22, 1993, March 31,
1994,  March 30, 1995, March 12, 1996 and April 18, 1997;





 

  (l)  "Insider" means:





       (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;





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





  (n)  "Officer" means a person appointed as an officer of the Company by the
Board of Directors or as an officer of any subsidiary of the Company by the
board of directors of such subsidiary;





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





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





  (q)  "Outstanding Issue" means the number of Common Shares that are
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 or the Former Plan during the preceding one year
period;





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





  (s)  "Participants" means Employees, Directors, Officers and Consultants to whom
options to purchase Option Shares are granted pursuant to the Plan and which
remain unexercised;





  (t)  "Plan" means the Corel Corporation Stock Option Plan 2000; and





  (u)  "Stock Option Purchase Form" shall mean such form as may from time to
time be determined by the Company.





3.     Eligibility





  Participation in the Plan shall be limited to Participants who are designated from time
to time by the Committee. 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 issued hereunder shall not
exceed 10,400,000. The following restrictions shall also apply to this Plan:





  (a)  the 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;





  (c)  no insider and such insider's Associates shall be issued, within any one year
period, a number of Option Shares which exceeds 5% of the Outstanding
Issue; and





  (d)  the aggregate number of Option Shares reserved for issuance pursuant to
options granted to any one Participant shall not exceed 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. For greater certainty, any Common Shares
which are the subject of an option granted hereunder, which options are terminated or
expire or are surrendered, shall be available for the further grant of options hereunder.





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 and shall be not less than the Market Price of the Common Shares
of the Company at the Date of Grant.





  The Chief Executive Officer of the Company may grant options from time to time
between meetings of the Committee in the amount of up to 100,000 Common Shares
in the aggregate and upon the reporting from time to time of the grant of such Option
Shares to a meeting of the Board of Directors, the amount available for such grants by
the Chief Executive Officer shall be restored to the full amount of 100,000 Common
Shares.





6.     Exercise





  Subject to the requirements of applicable regulatory authorities, the exercise period
and vesting period of any option shall be determined by the Committee and shall be
set forth in the notice of grant of such option.  In the event that no exercise or vesting
period is specified by the Committee, each option granted under the Plan shall vest
and may be exercised as follows:





	Percentage of Total Number of
Option Shares which may be
Purchased	Option Period
	33 1/3%	Four years commencing on the Date
of Grant
	33 1/3%	Three years commencing on the first
anniversary of  Date of Grant
	33 1/3%	Two years commencing on the
second anniversary of the Date of
Grant






  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.





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 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 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)  Except as otherwise determined pursuant to the provisions of Section 6 and
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; 





       (iii)     an Officer who is not also an Employee shall cease to hold office as an
Officer of the Company; or





       (iv) a Consultant's engagement by the Company is terminated,





       in each case, during the Option Period for any reason other than death, cause
or resignation, 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 or engagement is terminated or such Participant ceases
to hold office as a Director or Officer at any time during the 30 day period
commencing on the later of (i) the date of termination of employment or
engagement 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
engagement or ceasing to hold a board or office position, but in no event, after
the expiration of the Option Period.  In the case of termination of employment
or engagement or ceasing to hold office for cause or resignation, the
Participant shall not be entitled to purchase any Option Shares after the date of
termination.  The effective date of termination or ceasing to hold office shall
be the date of death, the date specified in the notice from the Company or, in
the case of resignation, from the Participant, and shall not be affected by the
subsequent decision of any court or other body that the termination was
improper, unlawful, without sufficient notice or otherwise deficient in any
respect.  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, Employee or Consultant, to a date which shall not be later
than the expiration of the Option Period.





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, or to continue as a Consultant to the Company 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 Director's
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.





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.





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.








As amended and restated the 12th day of February, 2002.








COREL CORPORATION





"Derek J. Burney"     


President and

Chief Executive Officer








"Robert D. Chapman"     


Secretary