escrow




Exhibit 10.5


ESCROW AGREEMENT


THIS ESCROW AGREEMENT (this "Agreement") is made as of September 18,
2000, by and among Corel Corporation, a corporation continued under the laws of Canada (the
"Company"), Albans Investments Limited ("Purchaser"), a corporation incorporated under the
laws of the British Virgin Islands, and Epstein Becker & Green, P.C., having an address at 250
Park Avenue, New York, NY 10177 (the "Escrow Agent").  Capitalized terms used but not
defined herein shall have the meanings set forth in the Purchase Agreement referred to in the first
recital.


WHEREAS, the Purchaser will from time to time as requested by the Company,
purchase Common Shares from the Company as set forth in that certain Share Purchase
Agreement (the "Purchase Agreement") dated the date hereof between the Purchaser and the
Company, which will be issued as per the terms and conditions contained herein and in the
Purchase Agreement; and


WHEREAS, the Company and the Purchaser have requested that the Escrow
Agent hold in escrow and then distribute the initial documents and certain funds which are
conditions precedent to the effectiveness of the Purchase Agreement, and have further requested
that upon each exercise of a Draw Down, the Escrow Agent hold the relevant documents and the
applicable purchase price pending receipt by Purchaser of certificates representing the securities
issuable upon such Draw Down;


NOW, THEREFORE, in consideration of the covenants and mutual promises
contained herein and other good and valuable consideration, the receipt and legal sufficiency of
which are hereby acknowledged and intending to be legally bound hereby, the parties agree as
follows:


Article I



TERMS OF THE ESCROW FOR THE INITIAL CLOSING


1.1.   The parties hereby agree to establish an escrow account with the Escrow
Agent whereby the Escrow Agent shall hold the funds and documents which are referenced in
Section 5.2 of the Purchase Agreement.


1.2.   At the Initial Closing, the Company shall deliver to the Escrow Agent:


(i)    the original executed Registration Rights Agreement in the form of
Exhibit A to the Purchase Agreement;


(ii)   the original executed opinions of McCarthy Tetrault and Milbank,
Tweed, Hadley & McCloy in the forms of Exhibit C-1, and Exhibit
C-2 to the Purchase Agreement;


(iii)  the sum of $25,000 for the fees and expenses of the Purchaser's
counsel and the Escrow Agent;


(iv)   the original executed Company counterpart of this Escrow
Agreement; 


(v)    the original executed Company counterpart of the Purchase
Agreement;


(vi)   the original executed Initial Warrant in the form of Exhibit E to the
Purchase Agreement; and


(vii)  a warrant certificate issued to Whale Securities Co., L.P. ("Whale
Securities") to purchase up to 56,500 Common Shares with an
exercise price equal to 115% of the average closing bid prices of
the Common Shares on the fifteen Trading Days immediately prior
to the Initial Closing Date otherwise identical to that of the Initial
Warrant (the "Whale Warrant").


(viii) a warrant certificate issued to Richard Geyser identical to that of
the Whale Warrant (the "Geyser Warrant").


1.3.   Upon receipt of the foregoing, and receipt of executed counterparts from
Purchaser of the Purchase Agreement, the Registration Rights Agreement and this Escrow
Agreement and an executed Guaranty from the Purchaser, the Escrow Agent shall calculate and
enter the exercise price, the issuance date and termination date on the face of the Initial Warrant
and the Whale Warrant and immediately transfer the sum of Twenty-Five Thousand Dollars
($25,000) to Epstein Becker & Green, P.C. ("EB&G"), 250 Park Avenue, New York, New York
10177 for the Purchaser's legal, administrative and escrow costs and the Escrow Agent shall then
arrange to have the Purchase Agreement, this Escrow Agreement, the Registration Rights
Agreement, the Initial Warrant, the Whale Warrant, the Geyser Warrant, the Guaranty and the
opinions of counsel delivered to the appropriate parties.


0.4    Wire transfers to the Escrow Agent shall be made as follows:





                 Epstein Becker  Green, P.C.


                 Master Escrow Account


                 Chase Manhattan Bank


                 1411 Broadway - Fifth Floor


                 New York, New York 10018


                 ABA No. 021000021


                 Account No. 035 1 346036


                 Attention: L. Borneo








Article I



TERMS OF THE ESCROW FOR EACH DRAW DOWN


1.1.   Each time the Company shall send a Draw Down Notice to the Purchaser
as provided in the Purchase Agreement, it shall send a copy, by facsimile, to the Escrow Agent.


1.2.   Each time the Purchaser shall purchase Shares pursuant to a Draw Down,
the Purchaser shall send the applicable purchase price of the Draw Down Shares to the Escrow
Agent, which shall advise the Company in writing that it has received the purchase price for such
Draw Down Shares.  The Company shall promptly, but no later than three (3) Trading Days after
receipt of such funding notice from the Escrow Agent, cause its transfer agent to issue the Draw
Down Shares to the Purchaser via the Depository Trust Company deposit to the account specified
by the Purchaser from time to time, deliver the Draw Down Warrants, deliver the Purchaser
Warrants, deliver the original executed opinions of McCarthy Tetrault and Milbank, Tweed,
Hadley & McCloy LLP in the form of Exhibit C-3, deliver a supplemental prospectus on form
424(b) to the Purchaser and deliver a warrant certificate to purchase up to a number of shares
equal to 1% of the shares purchased on the applicable Settlement Date and an exercise price
equal to 115% of the weighted average of the Purchase Prices of the Common Shares during the
applicable Settlement Period otherwise identical to that of the Draw Down Warrant issued to
Whale Securities Co., L.P. (the "Whale Draw Down Warrant").  Upon receipt of written
confirmation from the transfer agent or from the Purchaser that such Draw Down Shares have
been so deposited and the Draw Down Warrants, the Purchaser Warrants and the Whale Draw
Down Warrants and the opinion and the supplemental prospectus have been so delivered, the
Escrow Agent shall, within one (1) Trading Day, calculate and enter the number, the exercise
price, the initial issuance date and the termination date on the face of the Draw Down Warrants,
the Purchaser Warrants and the Whale Draw Down Warrants and wire 99% of the Purchase Price
of the Draw Down per the written instructions of the Company, net of $1,500 as escrow expenses
to the Escrow Agent and the remaining 1% of the Purchase Price as directed by Whale Securities
and deliver the Draw Down Warrants, the Purchaser Warrants, the opinion and the supplemental
prospectus to the Purchaser and deliver the Whale Draw Down Warrant to Whale Securities Co.,
L.P.


Article II



MISCELLANEOUS


2.1.   No waiver or any breach of any covenant or provision herein contained
shall be deemed a waiver of any preceding or succeeding breach thereof, or of any other covenant
or provision herein contained.  No extension of time for performance of any obligation or act
shall be deemed an extension of the time for performance of any other obligation or act.


2.2.   All notices or other communications required or permitted hereunder shall
be in writing, and shall be sent by fax, overnight courier, registered or certified mail, postage
prepaid, return receipt requested, and shall be deemed received upon receipt thereof, as set forth
in the Purchase Agreement.


2.3.   This Escrow Agreement shall be binding upon and shall inure to the
benefit of the permitted successors and permitted assigns of the parties hereto.


2.4.   This Escrow Agreement is the final expression of, and contains the entire
agreement between, the parties with respect to the subject matter hereof and supersedes all prior
understandings with respect thereto.  This Escrow Agreement may not be modified, changed,
supplemented or terminated, nor may any obligations hereunder be waived, except by written
instrument signed by the parties to be charged or by their respective agents duly authorized in
writing or as otherwise expressly permitted herein.


2.5.   Whenever required by the context of this Escrow Agreement, the singular
shall include the plural and masculine shall include the feminine.  This Escrow Agreement shall
not be construed as if it had been prepared by one of the parties, but rather as if both parties had
prepared the same.  Unless otherwise indicated, all references to Articles are to this Escrow
Agreement.


2.6.   The parties hereto expressly agree that this Escrow Agreement shall be
governed by, interpreted under and construed and enforced in accordance with the laws of the
State of New York.  Except as expressly set forth herein, any action to enforce, arising out of, or
relating in any way to, any provisions of this Escrow Agreement shall brought in the federal or
state courts of New York, New York as is more fully set forth in the Purchase Agreement.


2.7.   The Escrow Agent's duties hereunder may be altered, amended, modified
or revoked only by a writing signed by the Company, Purchaser and the Escrow Agent.


2.8.   The Escrow Agent shall be obligated only for the performance of such
duties as are specifically set forth herein and may rely and shall be protected in relying or
refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine
and to have been signed or presented by the proper party or parties.  The Escrow Agent shall not
be personally liable for any act the Escrow Agent may do or omit to do hereunder as the Escrow
Agent while acting in good faith, excepting only its own gross negligence or willful misconduct,
and any act done or omitted by the Escrow Agent pursuant to the advice of the Escrow Agent's
attorneys-at-law (other than Escrow Agent itself) shall be conclusive evidence of such good faith.


2.9.   The Escrow Agent is hereby expressly authorized to disregard any and all
warnings given by any of the parties hereto or by any other person or corporation, excepting only
orders or process of courts of law and is hereby expressly authorized to comply with and obey
orders, judgments or decrees of any court.  In case the Escrow Agent obeys or complies with any
such order, judgment or decree, the Escrow Agent shall not be liable to any of the parties hereto
or to any other person, firm or corporation by reason of such decree being subsequently reversed,
modified, annulled, set aside, vacated or found to have been entered without jurisdiction.


2.10.  The Escrow Agent shall not be liable in any respect on account of the
identity, authorization or rights of the parties executing or delivering or purporting to execute or
deliver the Purchase Agreement or any documents or papers deposited or called for thereunder or
hereunder.


2.11.  In the event of any dispute arising hereunder, the Escrow Agent shall be
entitled to employ such legal counsel and other experts as the Escrow Agent may deem necessary
properly to advise the Escrow Agent in connection with the Escrow Agent's duties hereunder,
may rely upon the advice of such counsel, and may pay such counsel reasonable compensation
therefor.  The Escrow Agent has acted as legal counsel for the Purchaser, and may continue
to act as legal counsel for the Purchaser, from time to time, notwithstanding its duties as
the Escrow Agent hereunder.  The Company consents to the Escrow Agent's acting in such
capacity as legal counsel for the Purchaser and waives any claim that such representation
represents a conflict of interest on the part of the Escrow Agent.  The Company
understands that the Purchaser and the Escrow Agent are relying explicitly on the
foregoing provision in entering into this Escrow Agreement.


2.12.  The Escrow Agent's responsibilities as escrow agent hereunder shall
terminate if the Escrow Agent shall resign by written notice to the Company and the Purchaser.
In the event of any such resignation, the Purchaser and the Company shall appoint a successor
Escrow Agent.


2.13.  If the Escrow Agent reasonably requires other or further instruments in
connection with this Escrow Agreement or obligations in respect hereto, the necessary parties
hereto shall join in furnishing such instruments.


2.14.  It is understood and agreed that should any dispute arise with respect to the
delivery and/or ownership or right of possession of the documents or the escrow funds held by
the Escrow Agent hereunder, the Escrow Agent is authorized and directed in the Escrow Agent's
sole discretion (1) to retain in the Escrow Agent's possession without liability to anyone all or
any part of said documents or the escrow funds until such disputes shall have been settled either
by mutual written agreement of the parties concerned or by a final order, decree or judgment of a
court of competent jurisdiction after the time for appeal has expired and no appeal has been
perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend any
such proceedings or (2) to deliver the escrow funds and any other property and documents held
by the Escrow Agent hereunder to a state or federal court having competent subject matter
jurisdiction and located in New York, New York in accordance with the applicable procedure
therefor.


2.15.  The Company and the Purchaser agree jointly and severally to indemnify
and hold harmless the Escrow Agent and its partners, employees, agents and representatives from
any and all claims, liabilities, costs or expenses in any way arising from or relating to the duties
or performance of the Escrow Agent hereunder or the transactions contemplated hereby or by the
Purchase Agreement other than any such claim, liability, cost or expense to the extent the same
shall have been determined by final, unappealable judgment of a court of competent jurisdiction
to have resulted from the gross negligence or willful misconduct of the Escrow Agent.





IN WITNESS WHEREOF, the parties hereto have executed this Escrow
Agreement as of this __ day of September, 2000.


Corel Corporation


By:      


Name:


Title:


Albans Investments Limited


By:      


  Name:


  Title:


ESCROW AGENT:


EPSTEIN BECKER & GREEN, P.C.


By:      


Robert F. Charron, Authorized Signatory