warrants



Exhibit 10.6





NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT") OR ANY OTHER APPLICABLE STATE SECURITIES LAWS
IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT PURSUANT TO REGULATION D AND SUCH OTHER
SECURITIES LAWS OR UNDER ANY CANADIAN SECURITIES LAWS.  NEITHER THIS
WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF MAY BE SOLD,
PLEDGED, TRANSFERRED, ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OR IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION
UNDER THE PROVISIONS OF THE SECURITIES ACT OR ANY APPLICABLE STATE
LAWS OR IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER
ANY APPLIABLE CANADIAN LAWS. THIS WARRANT MAY NOT BE EXERCISED BY
OR ON BEHALF OF A UNITED STATES PERSON UNLESS REGISTERED UNDER THE
SECURITIES ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE,
AS REQUIRED BY REGULATION D. 





SHARE PURCHASE WARRANT








To Purchase __________ Common Shares of


COREL CORPORATION


THIS CERTIFIES that, for value received, ____________________________
(the "Holder"), is entitled, upon the terms and subject to the limitations on exercise and the
conditions hereinafter set forth, at any time on or after the date hereof (the "Initial Exercise
Date") and on or prior to the close of business on _______ __, 200_ (the "Termination Date") but
not thereafter, to subscribe for and purchase from Corel Corporation, a corporation continued
under the laws of Canada (the "Company"), up to ___________ common shares (the "Warrant
Shares") of the Company (the "Common Shares").  The purchase price of one Common Share
(the "Exercise Price") under this Warrant shall be $____.  The Exercise Price and the number of
shares for which the Warrant is exercisable shall be subject to adjustment as provided herein. In
the event of any conflict between the terms of this Warrant and the Share Purchase Agreement
dated as of September 18, 2000 pursuant to which this Warrant has been issued (the "Purchase
Agreement"), the Purchase Agreement shall control. Capitalized terms used and not otherwise
defined herein shall have the meanings set forth for such terms in the Purchase Agreement.








1.     Title to Warrant.  Prior to the Termination Date and subject to compliance
with applicable laws, this Warrant and all rights hereunder are transferable, in whole or in part, at
the office or agency of the Company by the holder hereof in person or by duly authorized
attorney, upon surrender of this Warrant together with the Assignment Form annexed hereto
properly endorsed.


2.     Authorization of Shares.  The Company covenants that all Common Shares
which may be issued upon the exercise of the purchase rights represented by this Warrant will,
upon exercise of the purchase rights represented by this Warrant, be duly authorized, validly
issued, fully paid and nonassessable and free from all taxes, liens and charges in respect of the
issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such
issue).


3.     Exercise of Warrant.  


(a)    Except as provided in Section 4 herein, exercise of the purchase rights
represented by this Warrant may be made at any time or times on or after the Initial Exercise
Date, and before the close of business on the Termination Date by the surrender of this Warrant
and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or
such other office or agency of the Company as it may designate by notice in writing to the
registered holder hereof at the address of such holder appearing on the books of the Company)
and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or
cashier's check drawn on a United States bank, the holder of this Warrant shall be entitled to
receive a certificate for the number of Common Shares so purchased. Certificates for shares
purchased hereunder shall be delivered to the holder hereof within four (4) Trading Days after the
date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed
to have been exercised and such certificate or certificates shall be deemed to have been issued,
and Holder or any other person so designated to be named therein shall be deemed to have
become a holder of record of such shares for all purposes, as of the date the Warrant has been
exercised by payment to the Company of the Exercise Price and all taxes required to be paid by
Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid.  


(b)    If this Warrant shall have been exercised in part, the Company shall, at
the time of delivery of the certificate or certificates representing Warrant Shares, deliver to
Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Common
Shares called for by this Warrant, which new Warrant shall in all other respects be identical with
this Warrant. 


(c)    If no registration statement is effective permitting the resale of the
Common Shares issued upon exercise of this Warrant at any time commencing one year after the
issuance date hereof, then this Warrant shall also be exercisable by means of a "cashless
exercise" in which the holder shall be entitled to receive a certificate for the number of shares
equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:


(A) = the average of the high and low trading prices per Common Share on the Trading Day
preceding the date of such election on the Nasdaq Stock Market, or if the Common Shares are
not traded on the Nasdaq Stock Market, then the Principal Market in terms of volume, and
converted into US Dollars;





(B) =  the Exercise Price of the Warrants; and 





(X) = the number of shares issuable upon exercise of the Warrants in accordance with the terms
of this Warrant.





4.     No Fractional Shares or Scrip.  No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of this Warrant.  As to any fraction of a share
which Holder would otherwise be entitled to purchase upon such exercise, the Company shall
pay a cash adjustment in respect of such final fraction in an amount equal to the Exercise Price.


5.     Charges, Taxes and Expenses.  Issuance of certificates for Common Shares
upon the exercise of this Warrant shall be made without charge to the holder hereof for any issue
or transfer tax or other incidental expense in respect of the issuance of such certificate, all of
which taxes and expenses shall be paid by the Company, and such certificates shall be issued in
the name of the holder of this Warrant or in such name or names as may be directed by the holder
of this Warrant; provided, however, that in the event certificates for Common Shares are to be
issued in a name other than the name of the holder of this Warrant, this Warrant when
surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly
executed by the holder hereof; and the Company may require, as a condition thereto, the payment
of a sum sufficient to reimburse it for any transfer tax incidental thereto.


6.     Closing of Books.  The Company will not close its shareholder books or
records in any manner which prevents the timely exercise of this Warrant.


7.     Transfer, Division and Combination.  (a) Subject to compliance with any
applicable securities laws, transfer of this Warrant and all rights hereunder, in whole or in part,
shall be registered on the books of the Company to be maintained for such purpose, upon
surrender of this Warrant at the principal office of the Company, together with a written
assignment of this Warrant substantially in the form attached hereto duly executed by Holder or
its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of
such transfer.  Upon such surrender and, if required, such payment, the Company shall execute
and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the
denomination or denominations specified in such instrument of assignment, and shall issue to the
assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant
shall promptly be cancelled.  A Warrant, if properly assigned, may be exercised by a new holder
for the purchase of Common Shares without having a new Warrant issued.


            (b)  This Warrant may be divided or combined with other Warrants
upon presentation hereof at the aforesaid office of the Company, together with a written notice
specifying the names and denominations in which new Warrants are to be issued, signed by
Holder or its agent or attorney.  Subject to compliance with Section 7(a), as to any transfer which
may be involved in such division or combination, the Company shall execute and deliver a new
Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in
accordance with such notice.





            (c)  The Company shall prepare, issue and deliver at its own expense
(other than transfer taxes) the new Warrant or Warrants under this Section 7.





            (d)  The Company agrees to maintain, at its aforesaid office, books for
the registration and the registration of transfer of the Warrants.





8.     No Rights as Shareholder until Exercise.  This Warrant does not entitle the
holder hereof to any voting rights or other rights as a shareholder of the Company prior to the
exercise hereof.  Upon the surrender of this Warrant and the payment of the aggregate Exercise
Price, the Warrant Shares so purchased shall be and be deemed to be issued to such holder as the
record owner of such shares as of the close of business on the later of the date of such surrender
or payment. 


9.     Loss, Theft, Destruction or Mutilation of Warrant.  The Company covenants
that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant certificate or any stock certificate relating to the
Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably
satisfactory to it (which shall not include the posting of any bond), and upon surrender and
cancellation of such Warrant or share certificate, if mutilated, the Company will make and
deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu
of such Warrant or share certificate.


10.    Saturdays, Sundays, Holidays, etc.  If the last or appointed day for the taking
of any action or the expiration of any right required or granted herein shall be a Saturday, Sunday
or a legal holiday, then such action may be taken or such right may be exercised on the next
succeeding day not a Saturday, Sunday or legal holiday.


11.    Adjustments of Exercise Price and Number of Warrant Shares.  


(a)    Stock Splits, etc. The number and kind of securities purchasable upon
the exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to
time upon the happening of any of the following.  In case the Company shall (i) pay a dividend in
Common Shares or make a distribution in Common Shares to holders of its outstanding Common
Shares, (ii) subdivide its outstanding Common Shares into a greater number of Common Shares,
(iii) combine its outstanding Common Shares into a smaller number of Common Shares or (iv)
issue any shares of its capital stock in a reclassification of the Common Shares, then the number
of Warrant Shares purchasable upon exercise of this Warrant immediately prior thereto shall be
adjusted so that the holder of this Warrant shall be entitled to receive the kind and number of
Warrant Shares or other securities of the Company which he would have owned or have been
entitled to receive had such Warrant been exercised in advance thereof.  Upon each such
adjustment of the kind and number of Warrant Shares or other securities of the Company which are
purchasable hereunder, the holder of this Warrant shall thereafter be entitled to purchase the
number of Warrant Shares or other securities resulting from such adjustment at an Exercise Price
per Warrant Share or other security obtained by multiplying the Exercise Price in effect
immediately prior to such adjustment by the number of Warrant Shares purchasable pursuant hereto
immediately prior to such adjustment and dividing by the number of Warrant Shares or other
securities of the Company resulting from such adjustment.  An adjustment made pursuant to this
paragraph shall become effective immediately after the effective date of such event retroactive to
the record date, if any, for such event.


(b)    Reorganization, Reclassification, Merger, Consolidation or Disposition
of Assets.  In case the Company shall reorganize its capital, reclassify its capital stock,
consolidate or merge with or into another corporation (where the Company is not the surviving
corporation or where there is a change in or distribution with respect to the Common Shares of
the Company), or sell, transfer or otherwise dispose of all or substantially all its property, assets
or business to another corporation and, pursuant to the terms of such reorganization,
reclassification, merger, consolidation or disposition of assets, shares of common stock of the
successor or acquiring corporation, or any cash, shares of stock or other securities or property of
any nature whatsoever (including warrants or other subscription or purchase rights) in addition to
or in lieu of common stock of the successor or acquiring corporation ("Other Property"), are to
be received by or distributed to the holders of Common Shares of the Company, then Holder
shall have the right thereafter to receive, upon exercise of this Warrant, the number of shares of
common stock of the successor or acquiring corporation or of the Company, if it is the surviving
corporation, and Other Property receivable upon or as a result of such reorganization,
reclassification, merger, consolidation or disposition of assets by a holder of the number of
Common Shares for which this Warrant is exercisable immediately prior to such event.  In case
of any such reorganization, reclassification, merger, consolidation or disposition of assets, the
successor or acquiring corporation (if other than the Company) shall expressly assume the due
and punctual observance and performance of each and every covenant and condition of this
Warrant to be performed and observed by the Company and all the obligations and liabilities
hereunder, subject to such modifications as may be deemed appropriate (as determined in good
faith by resolution of the Board of Directors of the Company) in order to provide for adjustments
of Common Shares for which this Warrant is exercisable which shall be as nearly equivalent as
practicable to the adjustments provided for in this Section 11.  For purposes of this Section 11,
"common stock of the successor or acquiring corporation" shall include stock of such corporation
of any class which is not preferred as to dividends or assets over any other class of stock of such
corporation and which is not subject to redemption and shall also include any evidences of
indebtedness, shares of stock or other securities which are convertible into or exchangeable for
any such stock, either immediately or upon the arrival of a specified date or the happening of a
specified event and any warrants or other rights to subscribe for or purchase any such stock.  The
foregoing provisions of this Section 11 shall similarly apply to successive reorganizations,
reclassifications, mergers, consolidations or disposition of assets.


12.    Voluntary Adjustment by the Company.  The Company may, at any time
during the term of this Warrant, reduce the then current Exercise Price to any amount and for any
period of time deemed appropriate by the Board of Directors of the Company.


13.    Notice of Adjustment.  Whenever the number of Warrant Shares or number or
kind of securities or other property purchasable upon the exercise of this Warrant or the Exercise
Price is adjusted, as herein provided, the Company shall promptly mail by registered or certified
mail, return receipt requested, to the holder of this Warrant notice of such adjustment or
adjustments setting forth the number of Warrant Shares (and other securities or property)
purchasable upon the exercise of this Warrant and the Exercise Price of such Warrant Shares
(and other securities or property) after such adjustment, setting forth a brief statement of the facts
requiring such adjustment and setting forth the computation by which such adjustment was made.
Such notice, in the absence of manifest error, shall be conclusive evidence of the correctness of
such adjustment.


14.    Notice of Corporate Action.  If at any time:


            (a)  the Company shall take a record of the holders of its Common
Shares for the purpose of entitling them to receive a dividend or other distribution, or any right to
subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or
any other securities or property, or to receive any other right, or





            (b)  there shall be any capital reorganization of the Company, any
reclassification or recapitalization of the capital stock of the Company or any consolidation or
merger of the Company with, or any sale, transfer or other disposition of all or substantially all
the property, assets or business of the Company to, another corporation or,





            (c)  there shall be a voluntary or involuntary dissolution, liquidation or
winding up of the Company;





then, in any one or more of such cases, the Company shall give to Holder (i) at least 20 business
days' prior written notice of the date on which a record date shall be selected for such dividend,
distribution or right or for determining rights to vote in respect of any such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition, liquidation or winding up, and
(ii) in the case of any such reorganization, reclassification, merger, consolidation, sale, transfer,
disposition, dissolution, liquidation or winding up, at least 20 business days' prior written notice
of the date when the same shall take place.  Such notice in accordance with the foregoing clause
also shall specify (i) the date on which any such record is to be taken for the purpose of such
dividend, distribution or right, the date on which the holders of Common Shares shall be entitled
to any such dividend, distribution or right, and the amount and character thereof, and (ii) the date
on which any such reorganization, reclassification, merger, consolidation, sale, transfer,
disposition, dissolution, liquidation or winding up is to take place and the time, if any such time
is to be fixed, as of which the holders of Common Shares shall be entitled to exchange their
Common Shares for securities or other property deliverable upon such disposition, dissolution,
liquidation or winding up.  Each such written notice shall be sufficiently given if addressed to
Holder at the last address of Holder appearing on the books of the Company and delivered in
accordance with the notice provisions of the Purchase Agreement.


15.    Authorized Shares.  The Company covenants that during the period the
Warrant is outstanding, it will reserve from its authorized and unissued Common Shares a
sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise
of any purchase rights under this Warrant.  The Company further covenants that its issuance of
this Warrant shall constitute full authority to its officers who are charged with the duty of
executing stock certificates to execute and issue the necessary certificates for the Warrant Shares
upon the exercise of the purchase rights under this Warrant.  The Company will take all such
reasonable action as may be necessary to assure that such Warrant Shares may be issued as
provided herein without violation of any applicable law or regulation, or of any requirements of
the Principal Market upon which the Common Shares may be listed. 


            The Company shall not by any action, including, without limitation,
amending its certificate of incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid
or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all
times in good faith assist in the carrying out of all such terms and in the taking of all such actions
as may be necessary or appropriate to protect the rights of Holder against impairment.  Without
limiting the generality of the foregoing, the Company will (a) take all such action as may be
necessary or appropriate in order that the Company may validly and legally issue fully paid and
nonassessable Common Shares upon the exercise of this Warrant, and (b) use commercially
reasonable efforts to obtain all such authorizations, exemptions or consents from any public
regulatory body having jurisdiction thereof as may be necessary to enable the Company to
perform its obligations under this Warrant.





               Before taking any action which would result in an adjustment in the
number of Common Shares for which this Warrant is exercisable or in the Exercise Price, the
Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may
be necessary from any public regulatory body or bodies having jurisdiction thereof.





16.    Miscellaneous.


(a)    Jurisdiction. This Warrant shall be binding upon any successors or
assigns of the Company.  This Warrant shall constitute a contract under the laws of New York,
without regard to its conflict of law, principles or rules, and be subject to arbitration pursuant to
the terms set forth in the Purchase Agreement.


(b)    Restrictions.  The holder hereof acknowledges that the Warrant Shares
acquired upon the exercise of this Warrant, if not registered, will have restrictions upon resale
imposed by the United States and Canadian state, provincial and federal securities laws.


(c)    Nonwaiver and Expenses.  No course of dealing or any delay or failure
to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or
otherwise prejudice Holder's rights, powers or remedies, notwithstanding all rights hereunder
terminate on the Termination Date.  If the Company willfully fails to comply with any  provision
of this Warrant, the Company shall pay to Holder such amounts as shall be sufficient to cover
any costs and expenses including, but not limited to, reasonable attorneys' fees, including those
of appellate proceedings, incurred by Holder in collecting any amounts due pursuant hereto or in
otherwise enforcing any of its rights, powers or remedies hereunder.


(d)    Notices.  Any notice, request or other document required or permitted
to be given or delivered to the holder hereof by the Company shall be delivered in accordance
with the notice provisions of the Purchase Agreement.


(e)    Limitation of Liability.  No provision hereof, in the absence of
affirmative action by Holder to purchase Common Shares, and no enumeration herein of the
rights or privileges of Holder hereof, shall give rise to any liability of Holder for the purchase
price of any Common Shares or as a shareholder of the Company, whether such liability is
asserted by the Company or by creditors of the Company.


(f)    Remedies.  Holder, in addition to being entitled to exercise all rights
granted by law, including recovery of damages, will be entitled to specific performance of its
rights under this Warrant.  The Company agrees that monetary damages would not be adequate
compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant
and hereby agrees to waive the defense in any action for specific performance that a remedy at
law would be adequate.


(g)    Successors and Assigns.  Subject to applicable securities laws, this
Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be
binding upon the successors of the Company and the successors and permitted assigns of Holder.
The provisions of this Warrant are intended to be for the benefit of all Holders from time to time
of this Warrant and shall be enforceable by any such Holder or holder of Warrant Shares.


(h)    Amendment.  This Warrant may be modified or amended or the
provisions hereof waived with the written consent of the Company and the Holder.


(i)    Severability.  Wherever possible, each provision of this Warrant shall
be interpreted in such manner as to be effective and valid under applicable law, but if any
provision of this Warrant shall be prohibited by or invalid under applicable law, such provision
shall be ineffective to the extent of such prohibition or invalidity, without invalidating the
remainder of such provisions or the remaining provisions of this Warrant.


(j)    Headings.  The headings used in this Warrant are for the convenience
of reference only and shall not, for any purpose, be deemed a part of this Warrant.











IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
by its officer thereunto duly authorized.


Dated: September __, 2000


  COREL CORPORATION











  By:  


          Name:


          Title:


  


  NOTICE OF EXERCISE











To:    Corel Corporation








(1)    The undersigned hereby elects to purchase ________ Common Shares (the
"Common Shares"), of Corel Corporation pursuant to the terms of the attached Warrant, and
tenders herewith payment of the exercise price in full, together with all applicable transfer taxes,
if any.


(2)    Please issue a certificate or certificates representing said Common Shares in
the name of the undersigned or in such other name as is specified below:





            _______________________________


            (Name)





            _______________________________


            (Address)


            _______________________________














Dated:








                                ______________________________


                                Signature














ASSIGNMENT FORM





(To assign the foregoing warrant, execute

this form and supply required information. 

Do not use this form to exercise the warrant.)











FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby
assigned to





_______________________________________________ whose address is





_______________________________________________________________.











_______________________________________________________________





                                Dated:  ______________, _______








            Holder's Signature: _____________________________





            Holder's Address:   _____________________________


            


                           _____________________________











Signature Guaranteed:  ___________________________________________














NOTE:  The signature to this Assignment Form must correspond with the name as it appears on the face of
the Warrant, without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank
or trust company.  Officers of corporations and those acting in an fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.