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Employment Agreement - Corel Corp. and Doug McCollam

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December 12, 2003


Mr. Doug McCollam
178 Main Road
Hudson, Quebec

Dear Doug,

We are excited by prospect of you joining our team and helping to lead Corel
Corporation (the "Company") through the challenging and exciting times ahead of
us. The company is pleased to offer you the position of Chief Financial Officer,
effective January 19,2004 on the terms set out below.


1.1  Your base salary will be CDN $250,000 per annum.

1.2  The Company is prepared to pay you a target bonus of 100% of the base
     salary in additional bonus payments based upon meeting financial targets.
     For fiscal year 2004, the financial target shall be based upon a 100% bonus
     payable upon the attainment of EBITDA of US $27M. There shall be no bonus
     payable in the event EBITDA is less the US $15M. At EBITDA of US $15M or
     higher the bonus shall be calculated in a linear manner with no maximum.
     Provided that this agreement is signed and returned on or before 5:00 p.m
     on Saturday December 13, 2003 and provided you commence your duties with
     the Company on or before Monday January 19, 2004, there shall be no pro
     rata reduction in the 2004 bonus by reason of your having commenced
     employment following the start of the 2004 Fiscal years. EBITDA target of
     .27M is before impact of bonus expense.

1.3  For fiscal yean following 2004, the Company shall set financial and other
     targets at its discretion. Notwithstanding, for fiscal year 2005 the
     financial targets set for you shall not be higher than the financial
     targets set for the CEO of the Company.

1.4  Your salary will be reviewed annually.


1.1  The Company will grant you options/phantom options units covering 0.5% of
     the outstanding common stock of the company at a strike price of US $0.10
     per option and based upon a valuation of the Company at the amount paid by
     Vector for the acquisition of the Company. The options will be subject to
     vesting and other terms as defined in the Company's Phantom Option Plan.


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2.1  You are entitled to participate in the Company's existing benefit plan. The
     Company's Group Insurance Benefits, including Life Insurance, Short Term
     and Long-Term Disability Benefits, and Extended Health and Dental Benefits
     will be made available to you and your eligible dependents upon
     commencement of employment. The Company reserves the right to amend, cost
     share, or, terminate these benefits from time to time. In the event that
     you purchase extended or enhanced benefits under any of the plans, the
     Company shall reimburse the premiums paid by you to a maximum amount of CDN
     $2,000 per annum.

2.2  You shall be entitled to four weeks annual vacation, in addition to
     statutory holidays, subject to the Company's policies regarding vacation
     carry-over and pay-out.


3.1  The Company will assist you in your transition to Ottawa as follows:

     a) reimburse you up to $700 per week for documented accommodation, meal and
     travel expenses until you obtain rental accommodations or until the
     expiration of 10 weeks, whichever is earlier;

     b) beginning once you obtain rental accommodations, reimburse you up to CDN
     $1,500 per month for documented rental accommodation expenses (i.e. rent
     and utilities) and mileage expense between Montreal and Ottawa.

     c) provide you with a one-time CDN $20,000 allowance to be disbursed as you
     deem appropriate to cover one time costs associated with your move to
     Ottawa and other first year expenses associated with your transition from
     your old employer to the Company.


4.1  You acknowledge that, that during the course of your employment with the
     Company, you will acquire confidential information, including information
     concerning the names and affairs of clients, information concerning
     products, trade secrets and information concerning the market for products
     sold by the Company and the marketing strategies of the Company, all of
     which you hereby acknowledge to be confidential and protectable property of
     the Company (collectively, the "Confidential Information").

4.2  You agree, during the term of your employment with the Company or
     thereafter, unless required by law that you will not disclose to any person
     or use any Confidential Information which you may have acquired in the
     course of or incidental to your employment with the Company.


5.1  You agree that, during the period of employment with the Company and, in
     the event of the termination of your employment for any reason whatsoever,
     within one year of the date of such


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     termination either indirectly or directly, by any means, in any capacity,
     approach, solicit, or contact in the course of being engaged in a business
     competitive with the Company or attempt to direct away from the Company:

     (a)  any client or potential client referred to you by the Company during
          the term of your employment with the Company and

     (b)  any client or potential client made known by you by the Company in
          during the term of your employment, or in any manner assist any person
          in any of the foregoing activities.

5.2  You agree that, during the period of your employment by the Company and,
     in the event of the termination of your employment, for a period of one
     year to not directly of indirectly attempt or agree to recruit, train or
     solicit any person employed by the Company to provide services to yourself
     or any person who engages in a business similar to the business of the
     Company or in any manner assist any person in any of the foregoing


6.1  (a) If the Company releases you for cause, or you cease your employment
     relationship with the Company as a result of a voluntary decision on your
     part, no severance or notice payments will be payable.

     (b) If your employment is terminated in any other circumstances, your will
     be entitled to receive the greater of:

          (i) such payments and benefits as are required by the minimum
          standards set out in the applicable employment standards legislation;

          (ii) one month notice or at the Company option payment of one month of
          base salary, for each completed year of service or part thereof, not
          to exceed 3 months;

     which, in either case, you acknowledge and agree is in satisfaction of and
     substitution for any and all statutory and common law rights, including
     without limitation, any right to reasonable notice of termination.

     (c) In the event you decide to voluntarily leave the employ of the Company
     you will provide the Company with 45 days written notice prior of such
     voluntary termination.


7.1  Commencing January 19, 2004 you will be responsible for the finance, legal,
     facilities and the application side of the MIS group with the Company.
     Thereafter, the remaining G&A functions of the Company shall be
     transitioned to your responsibility at such time and in such manner as
     deemed appropriate by the Company. Notwithstanding, it is acknowledged that
     it is the Company's intention (but not its commitment) that all G & A
     responsibilities shall be transitioned to you by the end of Q3 of fiscal
     year 2004.


8.1  If any provision or any severable part of any provision of this Agreement
     is determined to be void or unenforceable, it will not be deemed to affect
     or impair the validity of any other provision or part of any provision in
     this Agreement and each such provision and part thereof is


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     deemed to be separate and distinct and, to the fullest extent permitted by
     law, such void or unenforceable provision or part of the provision will be
     severed, and will be deemed to be of no further force and effect.

8.2  This Agreement shall be governed by and construed in accordance with the
     laws of the Province of Ontario, applicable therein.

8.3  You acknowledge and agree that this Agreement and all attachments contain
     the entire agreement between you and the Company concerning the subject
     matter hereof and supercedes all prior representations, agreements,
     negotiations, discussions and undertakings, written or oral, between you
     and the Company. This Agreement may only be amended, modified or
     supplemented by written agreement signed by both you and the President on
     behalf of the Company.

It is indeed a pleasure to extend this offer on behalf of Corel Corporation. We
wish you every success in your new position. Please indicate your acceptance of
this offer by signing a copy of this letter and returning to me by 5:00 p.m. on
Saturday December 13,2003, otherwise, this offer letter shall expire at 5:00
p.m. on Saturday, December 13, 2003.

Yours truly,


I accept the terms of employment as stated above.

/s/ Doug McCollam
-------------------------------------   DEC 13, 2003
Doug McCollam                           Date