registration




Exhibit 10.4

REGISTRATION RIGHTS AGREEMENT


THIS REGISTRATION RIGHTS AGREEMENT, dated as of September 18,
2000 between Albans Investments Limited ("Purchaser") and Corel Corporation (the
"Company").


WHEREAS, simultaneously with the execution and delivery of this Agreement,
pursuant to a Share Purchase Agreement dated the date hereof (the "Purchase Agreement") the
Purchaser has committed to purchase up to 11,300,000 Common Shares (terms not defined
herein shall have the meanings ascribed to them in the Purchase Agreement) and Warrants; and


WHEREAS, the Company desires to grant to the Purchaser the registration rights
set forth herein with respect to the Shares and the Shares issuable upon exercise of the Warrants
from time to time (collectively, the "Securities").


NOW, THEREFORE, the parties hereto mutually agree as follows:


Section 1.  Registrable Securities.  As used herein the term "Registrable Security"
means the Securities until (i) all Securities have been disposed of pursuant to the Registration
Statement, (ii) all Securities have been sold under circumstances under which all of the
applicable conditions of Rule 144 (or any similar provision then in force) under the Securities
Act ("Rule 144") are met, (iii) all Securities have been otherwise transferred to persons who may
trade such Securities without restriction under the Securities Act (the "Securities Act"), and the
Company has delivered a new certificate or other evidence of ownership for such Securities not
bearing a restrictive legend or (iv) such time as, in the opinion of counsel to the Company, all
Securities may be sold without any time, volume or manner limitations pursuant to Rule 144(k)
(or any similar provision then in effect) under the Securities Act. The term "Registrable
Securities" means any and/or all of the securities falling within the foregoing definition of a
"Registrable Security."  In the event of any merger, reorganization, consolidation,
recapitalization or other change in corporate structure affecting the Common Shares, such
adjustment shall be deemed to be made in the definition of "Registrable Security" as is
appropriate in order to prevent any dilution or enlargement of the rights granted pursuant to this
Agreement.


Section 2.  Restrictions on Transfer.  The Purchaser acknowledges and
understands that in the absence of an effective Registration Statement authorizing the resale of
the Securities as provided herein, the Securities are "restricted securities" as defined in Rule 144.
The Purchaser understands that no disposition or transfer of the Securities may be made by
Purchaser in the absence of (i) an opinion of counsel to the Purchaser, in form and substance
reasonably satisfactory to the Company, that such transfer may be made without registration
under the Securities Act or (ii) such registration.


With a view to making available to the Purchaser the benefits of Rule 144, the
Company agrees to:


(a)    comply with the provisions of paragraph (c)(1) of Rule 144; and


(b)    file with the Commission in a timely manner all reports and other
documents required to be filed by the Company pursuant to Section 13 or 15(d) under the
Securities Exchange Act of 1934 (the "Exchange Act"); and, if at any time it is not required to
file such reports but in the past had been required to or did file such reports, it will, upon the
request of the Purchaser, make available other information as required by, and so long as
necessary to permit sales of, its Registrable Securities pursuant to Rule 144.


Section 3.  Registration Rights With Respect to the Securities.


(a)    The Company agrees that it will prepare and file with the Securities
and Exchange Commission ("Commission"), within forty-five (45) days after the date hereof,
a registration statement (on Form S-3 and/or S-1, or other appropriate form of registration
statement) under the Securities Act (the "Registration Statement"), at the sole expense of the
Company (except as provided in Section 3(c) hereof), in respect of Purchaser, so as to permit a
public offering and resale of the Securities under the Securities Act by Purchaser in the United
States.


The Company shall use its reasonable best efforts to cause the Registration
Statement to become effective within ninety (90) days of the date hereof or five (5) days of SEC
clearance and will within said five (5) days request acceleration of effectiveness.  The Company
will notify Purchaser of the effectiveness of the Registration Statement within one Trading Day
of such event.


(b)    The Company shall use its reasonable best efforts to maintain the
Registration Statement or post-effective amendment filed under this Section 3 hereof effective
under the Securities Act for a period of three years from the date of effectiveness or shorter
period as shall terminate upon the earliest of (i) the date that all the Securities have been disposed
of pursuant to the Registration Statement, (ii) the date that all of the Securities have been sold
pursuant to the Registration Statement, (iii) the date the holders thereof receive an opinion of
counsel to the Company, which opinion shall be reasonably acceptable to the Purchaser, that the
Securities may be sold under the provisions of Rule 144 without limitation as to volume, (iv) all
Securities have been otherwise transferred to persons who may trade such shares without
restriction under the Securities Act, and the Company has delivered a new certificate or other
evidence of ownership for such securities not bearing a restrictive legend, or (v) all Securities
may be sold without any time, volume or manner limitations pursuant to Rule 144(k) or any
similar provision then in effect under the Securities Act in the opinion of counsel to the
Company, which counsel shall be reasonably acceptable to the Purchaser (the "Effectiveness
Period").


(c)    All fees, disbursements and out-of-pocket expenses and costs incurred
by the Company in connection with the preparation and filing of the Registration Statement
under subparagraph 3(a) and in complying with applicable securities and Blue Sky laws
(including, without limitation, all attorneys' fees of the Company) shall be borne by the
Company.  The Purchaser shall bear the cost of underwriting and/or brokerage discounts, fees
and commissions, if any, applicable to the Securities being registered and the fees and expenses
of its counsel. The Purchaser and its counsel shall have a reasonable period, not to exceed ten
(10) Trading Days, to review the proposed Registration Statement or any amendment thereto,
prior to filing with the Commission, and the Company shall provide the Purchaser with copies of
any comment letters received from the Commission with respect thereto within two (2) Trading
Days of receipt thereof.  The Company shall make reasonably available for inspection by
Purchaser and any attorney, accountant or other agent retained by the Purchaser all relevant
financial and other records, pertinent corporate documents and properties of the Company and its
subsidiaries, and cause the Company's officers, directors and employees to supply all
information reasonably requested by the Purchaser or any such attorney, accountant or agent in
connection with the Registration Statement, in each case, as is customary for similar due
diligence examinations; provided, however, that all records, information and documents that are
designated in writing by the Company, in good faith, as confidential, proprietary or containing
any material non-public information shall be kept confidential by the Purchaser and any such
attorney, accountant or agent (pursuant to an appropriate confidentiality agreement in the case of
the Purchaser, attorney, accountant or agent), unless such disclosure is made pursuant to judicial
process in a court proceeding (after first giving the Company an opportunity promptly to seek a
protective order or otherwise limit the scope of the information sought to be disclosed) or is
required by law, or such records, information or documents become available to the public
generally or through a third party not in violation of an accompanying obligation of
confidentiality; and provided further that, if the foregoing inspection and information gathering
would otherwise disrupt the Company's conduct of its business, such inspection and information
gathering shall, to the maximum extent possible, be coordinated on behalf of the Purchaser and
the other parties entitled thereto by one firm of counsel designated by and on behalf of the
majority in interest of Purchaser and other parties.  The Company shall qualify any of the
securities for sale in such states as the Purchaser reasonably designates and shall furnish
indemnification in the manner provided in Section 6 hereof.  However, the Company shall not be
required to qualify in any state which will require an escrow or other restriction relating to the
Company and/or the sellers, or which will require the Company to qualify to do business in such
state or require the Company to file therein any general consent to service of process.  The
Company at its expense will supply the Purchaser with copies of the Registration Statement and
the prospectus included therein and other related documents in such quantities as may be
reasonably requested by the Purchaser.


(d)    The Company shall not be required by this Section 3 to include
Purchaser's Securities in any Registration Statement which is to be filed if, in the opinion of
counsel for both the Purchaser and the Company (or, should they not agree, in the opinion of
another counsel experienced in securities law matters acceptable to counsel for the Purchaser and
the Company) the proposed offering or other transfer as to which such registration is requested is
exempt from applicable United States federal and state securities laws and would result in all
purchasers or transferees obtaining securities which are not "restricted securities", as defined in
Rule 144 under the Securities Act.


(e)    If at any time or from time to time after the effective date of the
Registration Statement, the Company notifies the Purchaser in writing of the existence of a
Potential Material Event (as defined in Section 3(f) below), the Purchaser shall not offer or sell
any Securities or engage in any other transaction involving or relating to Securities, from the time
of the giving of notice with respect to a Potential Material Event until the Purchaser receives
written notice from the Company that such Potential Material Event either has been disclosed to
the public or no longer constitutes a Potential Material Event (the "Suspension Period");
provided, however, that if the Company so suspends the right to such holders of Securities for
more than twenty (20) Trading Days in the aggregate during any twelve month period, during the
periods the Registration Statement is required to be in effect then the Company must compensate
the Purchaser for any net decline in market value of the Securities held by Purchaser at the
beginning of such Suspension Period through the end of such Suspension Period; provided,
however, that such securities are sold by the Purchaser within five (5) Trading Days from the end
of the Suspension Period.  If a Potential Material Event shall occur prior to the date the
Registration Statement is filed, then the Company's obligation to file the Registration Statement
shall be delayed without penalty for not more than thirty (30) calendar days.  The Company must
give Purchaser notice in writing at least two (2) Trading Days prior to the first day of the
Suspension Period, if lawful to do so.


(f)    "Potential Material Event" means any of the following: (a) the
possession by the Company of material information that is not ripe for disclosure in a registration
statement, as determined in good faith by the Chief Executive Officer or the Board of Directors
of the Company or that disclosure of such information in the Registration Statement would be
detrimental to the business and affairs of the Company; or (b) any material engagement or
activity by the Company which would, in the good faith determination of the Chief Executive
Officer or the Board of Directors of the Company, be adversely affected by disclosure in a
registration statement at such time, which determination shall be accompanied by a good faith
determination by the Chief Executive Officer or the Board of Directors of the Company that the
Registration Statement would be materially misleading absent the inclusion of such information.


Section 4.  Cooperation with Company.  Purchaser will cooperate with the
Company in all respects in connection with this Agreement, including timely supplying all
information reasonably requested by the Company (which shall include all information regarding
the Purchaser and proposed manner of sale of the Registrable Securities required to be disclosed
in the Registration Statement) and executing and returning all documents reasonably requested in
connection with the registration and sale of the Registrable Securities. The Purchaser consents to
be named as an underwriter in the Registration Statement. Purchaser acknowledges that in
accordance with current Commission policy, the Purchaser will be named as the underwriter of
the Securities in the Registration Statement.


Section 5.  Registration Procedures.  If and whenever the Company is required by
any of the provisions of this Agreement to effect the registration of any of the Registrable
Securities under the Securities Act, the Company shall (except as otherwise provided in this
Agreement), as expeditiously as possible, subject to the Purchaser's assistance and cooperation
as reasonably required:


(a)    prepare and file with the Commission such amendments and
supplements to the Registration Statement and the prospectus used in connection therewith as
may be necessary to keep such registration statement effective and to comply with the provisions
of the Securities Act with respect to the sale or other disposition of all securities covered by such
registration statement whenever the Purchaser of such Registrable Securities shall desire to sell
or otherwise dispose of the same (including prospectus supplements with respect to the sales of
securities from time to time in connection with a registration statement pursuant to Rule 415
promulgated under the Securities Act) and (ii) take all lawful action such that each of (A) the
Registration Statement and any amendment thereto does not, when it becomes effective, contain
an untrue statement of a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein, not misleading and (B) the Prospectus forming part
of the Registration Statement, and any amendment or supplement thereto, does not at any time
during the Registration Period include an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading.


(b)    (i) prior to the filing with the Commission of any Registration
Statement (including any amendments thereto) and the distribution or delivery of any prospectus
(including any supplements thereto), provide draft copies thereof to the Purchaser and use its
reasonable best efforts to reflect in such documents all such comments as the Purchaser (and its
counsel) reasonably may propose and (ii) furnish to the Purchaser such numbers of copies of a
prospectus including a preliminary prospectus or any amendment or supplement to any
prospectus, as applicable, in conformity with the requirements of the Securities Act, and such
other documents, as the Purchaser may reasonably request in order to facilitate the public sale or
other disposition of the securities owned by the Purchaser;


(c)    unless covered by an applicable exemption, register and qualify the
Registrable Securities covered by the Registration Statement under New York blue sky laws
(subject to the limitations set forth in Section 3(d) above), and do any and all other acts and
things which may be reasonably necessary or advisable to enable the Purchaser to consummate
the public sale or other disposition in such jurisdiction of the securities owned by the Purchaser,
except that the Company shall not for any such purpose be required to qualify to do business as a
foreign corporation in any jurisdiction wherein it is not so qualified or to file therein any general
consent to service of process;


(d)    list such Registrable Securities on the Principal Market, and any other
exchange on which the Common Shares of the Company are then listed, if the listing of such
Registrable Securities is then permitted under the rules of such exchange or the Nasdaq Stock
Market;


(e)    notify the Purchaser at any time when a prospectus relating thereto
covered by the Registration Statement is required to be delivered under the Act, of the happening
of any event of which it has knowledge as a result of which the prospectus included in the
Registration Statement, as then in effect, includes an untrue statement of a material fact or omits
to state a material fact required to be stated therein or necessary to make the statements therein
not misleading in the light of  the circumstances then existing, and the Company shall prepare
and file a curative amendment under Section 5(a) as quickly as commercially possible;


(f)    as promptly as practicable after becoming aware of such event, notify
the Purchaser who holds Registrable Securities being sold (or, in the event of an underwritten
offering, the managing underwriters) of the issuance by the Commission or any state authority of
any stop order or other suspension of the effectiveness of the Registration Statement at the
earliest possible time and take all lawful action to effect the withdrawal, recession or removal of
such stop order or other suspension;


(g)    cooperate with the Purchaser to facilitate the timely preparation and
delivery of certificates for the Registrable Securities to be offered pursuant to the Registration
Statement and enable such certificates for the Registrable Securities to be in such denominations
or amounts, as the case may be, as the Purchaser reasonably may request and registered in such
names as the Purchaser may request; and, within three (3) Trading Days after a Registration
Statement which includes Registrable Securities is declared effective by the Commission, deliver
and cause legal counsel selected by the Company to deliver to the transfer agent for the
Registrable Securities (with copies to the Purchaser whose Registrable Securities are included in
such Registration Statement) an appropriate instruction and, to the extent necessary, an opinion
of such counsel;


(h)    take all such other lawful actions reasonably necessary to expedite and
facilitate the disposition by the Purchaser of its Registrable Securities in accordance with the
intended methods therefor provided in the prospectus which are customary for issuers to perform
under the circumstances;


(i)    in the event of an underwritten offering, promptly include or
incorporate in a Prospectus supplement or post-effective amendment to the Registration
Statement such information as the managing underwriters reasonably agree should be included
therein and to which the Company does not reasonably object and make all required filings of
such Prospectus supplement or post-effective amendment as soon as practicable after it is
notified of the matters to be included or incorporated in such Prospectus supplement or post-effective amendment; and


(j)    maintain a transfer agent for its Common Shares.


Section 6.  Indemnification.


(a)    The Company agrees to indemnify and hold harmless the Purchaser
and each person, if any, who controls the Purchaser within the meaning of the Securities Act
("Distributing Purchaser") against any losses, claims, damages or liabilities, joint or several
(which shall, for all purposes of this Agreement, include, but not be limited to, all reasonable
costs of defense and investigation and all reasonable attorneys' fees), to which the Distributing
Purchaser may become subject, under the Securities Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in the Registration
Statement, or any related preliminary prospectus, final prospectus or amendment or supplement
thereto, or arise out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements therein not
misleading; provided, however, that the Company will not be liable in any such case to the extent
that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in the Registration  Statement,
preliminary prospectus, final prospectus or amendment  or supplement thereto in reliance upon,
and in conformity with, written information furnished to the Company by the Distributing
Purchaser, specifically for use in the preparation thereof. This Section 6(a) shall not inure to the
benefit of any Distributing Purchaser with respect to any person asserting such loss, claim,
damage or liability who purchased the Registrable Securities which are the subject thereof if the
Distributing Purchaser failed to send or give (in violation of the Securities Act or the rules and
regulations promulgated thereunder) a copy of the prospectus contained in such Registration
Statement to such person at or prior to the written confirmation to such person of the sale of such
Registrable Securities, where the Distributing Purchaser was obligated to do so under the
Securities Act or the rules and regulations promulgated thereunder.  This indemnity agreement
will be in addition to any liability which the Company may otherwise have.


(b)    Each Distributing Purchaser agrees that it will indemnify and hold
harmless the Company, and each officer, director of the Company or person, if any, who controls
the Company within the meaning of the Securities Act, against any losses, claims, damages or
liabilities (which shall, for all purposes of this Agreement, include, but not be limited to, all
reasonable costs of defense and investigation and all reasonable attorneys' fees) to which the
Company or any such officer, director or controlling person may become subject under the
Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of
any material fact contained in the Registration Statement, or any related preliminary prospectus,
final prospectus or amendment or supplement thereto, or arise out of or are based upon the
omission or the alleged omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, but in each case only to the extent that
such untrue statement or alleged untrue statement or omission or alleged omission was made in
the Registration Statement, preliminary prospectus, final prospectus or amendment or
supplement thereto in reliance upon, and in conformity with, written information furnished to the
Company by such Distributing Purchaser, specifically for use in the preparation thereof. This
indemnity agreement will be in addition to any liability which the Distributing Purchaser may
otherwise have. Notwithstanding anything to the contrary herein, the Distributing Purchaser shall
not be liable under this Section 6(b) for any amount in excess of the net proceeds to such
Distributing Purchaser as a result of the sale of Registrable Securities pursuant to the Registration
Statement.


(c)    Promptly after receipt by an indemnified party under this Section 6 of
notice of the commencement of any action, such indemnified party will, if a claim in respect
thereof is to be made against the indemnifying party under this Section 6, notify the indemnifying
party of the commencement thereof; but the omission so to notify the indemnifying party will not
relieve the indemnifying party from any liability which it may have to any indemnified party
except to the extent of actual prejudice demonstrated by the indemnifying party.  In case any such
action is brought against any indemnified party, and it notifies the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to participate in, and, to the
extent that it may wish, jointly with any other indemnifying party similarly notified, assume the
defense thereof, subject to the provisions herein stated and after notice from the indemnifying
party to such indemnified party of its election so to assume the defense thereof, the indemnifying
party will not be liable to such indemnified party under this Section 6 for any legal or other
expenses subsequently incurred by such indemnified party in connection with the defense thereof
other than reasonable costs of investigation, unless the indemnifying party shall not pursue the
action to its final conclusion.  The indemnified party shall have the right to employ separate
counsel in any such action and to participate in the defense thereof, but the fees and expenses of
such counsel shall not be at the expense of the indemnifying party if the indemnifying party has
assumed the defense of the action with counsel reasonably satisfactory to the indemnified party;
provided that if the indemnified party is the Distributing Purchaser, the fees and expenses of such
counsel shall be at the expense of the indemnifying party if (i) the employment of such counsel
has been specifically authorized in writing by the indemnifying party, or (ii) the named parties to
any such action (including any impleaded parties) include both the Distributing Purchaser and the
indemnifying party, and the Distributing Purchaser shall have been advised by such counsel that
there may be one or more legal defenses available to the indemnifying party different from or in
conflict with any legal defenses which may be available to the Distributing Purchaser (in which
case the indemnifying party shall not have the right to assume the defense of such action on
behalf of the Distributing Purchaser, it being understood, however, that the indemnifying party
shall, in connection with any one such action or separate but substantially similar or related
actions in the same jurisdiction arising out of the same general allegations or circumstances, be
liable only for the reasonable fees and expenses of one separate firm of attorneys for the
Distributing Purchaser, which firm shall be designated in writing by the Distributing Purchaser
and be approved by the indemnifying party).  No settlement of any action against an indemnified
party shall be made without the prior written consent of the indemnified party, which consent
shall not be unreasonably withheld.


All fees and expenses of the indemnified party (including reasonable costs of
defense and investigation in a manner not inconsistent with this Section and all reasonable
attorneys' fees and expenses) shall be paid to the indemnified party, as incurred, within ten (10)
Trading Days of written notice thereof to the indemnifying party; provided, however, that the
indemnifying party may require such indemnified party to undertake to reimburse all such fees
and expenses to the extent it is finally judicially determined that such indemnified party is not
entitled to indemnification hereunder.


Section 7.  Contribution.  In order to provide for just and equitable contribution
under the Securities Act in any case in which (i) the indemnified party makes a claim for
indemnification pursuant to Section 6 hereof but is judicially determined (by the entry of a final
judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or
the denial of the last right of appeal) that such indemnification may not be enforced in such case
notwithstanding the fact that the express provisions of Section 6 hereof provide for
indemnification in such case, or (ii) contribution under the Securities Act may be required on the
part of any indemnified party, then the Company and the applicable Distributing Purchaser shall
contribute to the aggregate losses, claims, damages or liabilities to which they may be subject
(which shall, for all purposes of this Agreement, include, but not be limited to, all reasonable
costs of defense and investigation and all reasonable attorneys' fees), in either such case (after
contribution from others) on the basis of relative fault as well as any other relevant equitable
considerations.  The relative fault shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company on the one hand
or the applicable Distributing Purchaser on the other hand, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such statement or
omission.   The Company and the Distributing Purchaser agree that it would not be just and
equitable if contribution pursuant to this Section 7 were determined by pro rata allocation or by
any other method of allocation which does not take account of the equitable considerations
referred to in this Section 7.  The amount paid or payable by an indemnified party as a result of
the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this
Section 7 shall be deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action or claim. No
person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.


Notwithstanding any other provision of this Section 7, in no event shall any (i)
Purchaser be required to undertake liability to any person under this Section 7 for any amounts in
excess of the dollar amount of the net proceeds to be received by the Purchaser from the sale of
the Purchaser's Registrable Securities (after deducting any fees, discounts and commissions
applicable thereto) pursuant to any Registration Statement under which such Registrable
Securities are to be registered under the Securities Act and (ii) underwriter be required to
undertake liability to any person hereunder for any amounts in excess of the aggregate discount,
commission or other compensation payable to such underwriter with respect to the Registrable
Securities underwritten by it and distributed pursuant to the Registration Statement.


Section 8.  Notices.  All notices, demands, requests, consents, approvals, and
other communications required or permitted hereunder shall be in writing and, unless otherwise
specified herein, shall be delivered as set forth in the Purchase Agreement.


Section 9.  Assignment.  Neither this Agreement nor any rights of the Purchaser or
the Company hereunder may be assigned by either party to any other person. Notwithstanding the
foregoing, upon the prior written consent of the Company, which consent shall not be
unreasonably withheld or delayed in the case of an assignment to an affiliate of the Purchaser, the
Purchaser's interest in this Agreement may be assigned at any time, in whole or in part, to any
other single person or entity (including any affiliate of the Purchaser) who agrees to be bound
hereby.


Section 10. Counterparts/Facsimile.  This Agreement may be executed in two
or more counterparts, each of which shall constitute an original, but all of which, when together
shall constitute but one and the same instrument, and shall become effective when one or more
counterparts have been signed by each party hereto and delivered to the other party.  In lieu of the
original, a facsimile transmission or copy of the original shall be as effective and enforceable as
the original.


Section 11. Remedies.  The remedies provided in this Agreement are
cumulative and not exclusive of any remedies provided by law.  If any term, provision, covenant
or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth
herein shall remain in full force and effect and shall in no way be affected, impaired or
invalidated, and the parties hereto shall use their best efforts to find and employ an alternative
means to achieve the same or substantially the same result as that contemplated by such term,
provision, covenant or restriction.  It is hereby stipulated and declared to be the intention of the
parties that they would have executed the remaining terms, provisions, covenants and restrictions
without including any of such that may be hereafter declared invalid, illegal, void or
unenforceable.


Section 12. Conflicting Agreements.  The Company shall not enter into any
agreement with respect to its securities that is inconsistent with the rights granted to the holders
of Registrable Securities in this Agreement or otherwise prevents the Company from complying
with all of its obligations hereunder.


Section 13. Headings.  The headings in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of this Agreement.


Section 14.   Governing Law/Consent to Jurisdiction.  (a)     This
Agreement shall be governed by and construed in accordance with the internal laws of the State
of New York, as applied to agreements among New York residents entered into and to be
performed entirely within New York without giving effect to the choice of law provisions. The
prevailing party shall be awarded its costs, including attorneys' fees, from the non-prevailing party as
part of an award.  Any party shall have the right to seek injunctive relief from any court of competent
jurisdiction in any case where such relief is available.  The prevailing party in such injunctive action
shall be awarded its costs, including attorney's fees, from the non-prevailing party.


            (b)  The parties hereby submit to the exclusive jurisdiction of the courts
of the State of New York and the United States District Court located in the Borough of
Manhattan in New York City in any legal action or proceeding for injunctive or other equitable
relief and in any action or proceeding seeking enforcement of any decision or award rendered
pursuant to Section 9.9(a) above.  The parties further consents that any such action or proceeding
may be brought in such court and irrevocably and unconditionally waives any objection it may
now or hereafter have to the venue of any such action or proceeding in such court or that such
action or proceeding was brought in an inconvenient court or that such court does not have any
jurisdiction over it, and agrees not to plead or claim the same. EACH PARTY HERETO
HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY
LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND FOR ANY
COUNTERCLAIM THEREIN.





Section 15. Severability.  If any provision of this Agreement shall for any
reason be held invalid or unenforceable, such invalidity or unenforceablity shall not affect any
other provision hereof and this Agreement shall be construed as if such invalid or unenforceable
provision had never been contained herein. 








IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights
Agreement to be duly executed, on this __ day of September, 2000


Corel Corporation


By:      


Name:


Title:


Albans Investments Limited


By:      


Name:


Title: