made as of February 23, 2006 (this "Agreement")


               COREL CORPORATION, a corporation incorporated pursuant to the
               federal laws of Canada


               - and -

               VECTOR CAPITAL CORPORATION, a Delaware corporation


     WHEREAS from time to time Corel may request Vector to provide Advisory
Services (as defined below), solely on the terms and within the scope specified
by Corel; and

     WHEREAS Vector expects to incur certain reasonable out-of-pocket costs and
expenses in connection with the providing of Advisory Services to Corel and
Corel has agreed to reimburse Vector for these costs and expenses; and

     WHEREAS Corel and Vector have entered into this Agreement to confirm the
terms and conditions of Corel's obligation to reimburse Vector for certain
reasonable costs and expenses incurred by Vector in connection with the
providing of Advisory Services to Corel;

     NOW THEREFORE in consideration of the mutual covenants and agreements in
this Agreement, and other good and valuable consideration (the receipt and
sufficiency of which are hereby acknowledged), Corel and Vector agree as


1.1  SCOPE OF SERVICES. From time to time at the written request of Corel,
     Vector will provide, or will cause to be provided, the following services
     to Corel (collectively, "Advisory Services"): (i) evaluation and analysis
     (including the conducting of due diligence) of potential M&A transactions,
     including the review of potential acquisition targets; (ii) evaluation and
     analysis of potential strategic business relationships; (iii) analysis of
     planning and structuring considerations and alternatives applicable to
     Corel Corporation and its direct and indirect subsidiaries; and (iv) other
     services as requested by Corel. For greater certainty, Advisory Services
     will be comprised only of services described in this Section 1.1 which are
     provided by Vector for the benefit of Corel.


1.2  NO FEES FOR ADVISORY SERVICES. Except for the reimbursement of
     out-of-pocket costs and expenses expressly contemplated in Section 2 below,
     Vector will not receive any fees or other remuneration for the provision of
     Advisory Services to Corel.

1.3  TERM AND TERMINATION. This Agreement is for a term of three (3) years from
     the date of execution (the "Initial Term"). The Initial Term shall
     automatically be extended for an additional three (3) years unless one of
     the parties to this Agreement provides, within ninety (90) days prior to
     the expiration of the Initial Term, the other party with express written
     notice indicating the desire to terminate this Agreement upon the
     expiration of the Initial Term. This Agreement may be terminated by either
     party (i) without notice, immediately upon the other party (A) committing a
     breach of the terms of this Agreement; or (B) being the subject of a
     voluntary or involuntary bankruptcy and/or insolvency proceeding; and (ii)
     upon ninety (90) days prior written notice, without cause. No fees or
     damages will be payable in connection with any termination pursuant to this
     Agreement, provided that all Reimbursable Expenses incurred prior to the
     effective date of termination will be reimbursed in accordance with this

1.4  ENGAGEMENT NOT EXCLUSIVE. Corel may engage other parties to provide
     Advisory Services on terms and conditions agreed upon with those other
     parties. Vector may provide Advisory Services to other parties
     (collectively, "Other Clients") provided, however, that the provision of
     Advisory Services to Other Clients does not result in Vector providing
     confidential information in respect of Corel to Other Clients.


2.1  REIMBURSEMENT. Subject to the limitations set out in Section 2.2 below,
     Corel will reimburse Vector for reasonable out-of-pocket costs and expenses
     which are incurred by Vector and reasonably relate to the provision of
     Advisory Services to Corel ("Reimbursable Expenses"). Vector will provide
     Corel with reasonable back-up documentation supporting the characterization
     of costs and expenses as Reimbursable Expenses ("Supporting
     Documentation"). Corel will reimburse Vector for Reimbursable Expenses
     within sixty (60) days of the end of the month in which the Supporting
     Documentation for the applicable Reimbursable Expense was provided by
     Vector to Corel. Reimbursement payments by Corel pursuant to this Agreement
     will be made in accordance with the payment instructions set out on
     SCHEDULE A to this Agreement.

2.2  LIMITATIONS ON REIMBURSEMENT. Reimbursable Expenses in excess of $250,000
     in any fiscal year of Corel must be approved, prior to reimbursement by
     Corel, by the independent members of the audit committee of Corel's board
     of director.

2.3  NOT EMPLOYEES. Individuals providing Advisory Services under this Agreement
     will in no event be considered employees of Corel. The costs and expenses
     of all of those individuals, whether employees of Vector or consultants to
     or agents or representatives of Vector, will be Vector's responsibility
     including all compensation, statutory deductions and remittances.




3.1  ASSIGNMENT. Vector may not assign this Agreement. Corel may assign this
     Agreement to a direct or indirect wholly-owned subsidiary, and this
     Agreement enures to the benefit of and is binding upon the successors and
     assigns of Corel.

3.2  CONFIDENTIALITY. Vector agrees to (and to cause its affiliates to) keep
     confidential, and not make use of (other than in the course of providing
     Advisory Services) or disclose to any person, any information or matter
     relating to Corel or the Advisory Services provided to Corel, provided that
     the following information shall not be subject to this restriction (i)
     information that was previously publicly disclosed by Corel; (ii)
     information that otherwise becomes legally known by Vector; or (iii)
     information which is required to be disclosed by applicable law.

3.3  SEVERABILITY. If a provision of this Agreement is declared void or
     unenforceable, such provision will be deemed severed from this Agreement to
     the extent of the particular circumstances giving rise to such declaration
     and such provision as it applies to other persons and circumstances and the
     remaining terms and conditions of this Agreement will remain in full force
     and effect.

3.4  ENTIRE AGREEMENT. This Agreement contains the entire understanding of
     Vector and Corel on these matters.

3.5  NOTICES. All notices, requests or instructions hereunder shall be in
     writing and delivered personally, sent by telecopy, sent by federal express
     or other nationally recognized overnight carrier, or sent by registered or
     certified mail, postage prepaid, as follows:

          (i)  If to Vector:

               Vector Capital Corporation
               456 Montgomery Street
               19th Floor
               San Francisco, CA 94014
               Attention: Dewey Chambers
               Telecopy No.: (415) 293-5100

          (ii) If to Corel:

               Corel Corporation
               1600 Carling Avenue
               Ottawa, Ontario K17 8R7
               Attention: Christopher DiFrancesco
               Telecopy No.: (613) 725-2691



               with a copy to:

               Torys LLP
               79 Wellington Street West
               Toronto, Ontario Canada M5K 1N2
               Attention: Darren E. Sukonick, Esq.
               Telecopy No.: (416) 865-7380

     Any of the above addresses may be changed at any time by notice given as
     provided above; provided, however, that any such notice of change of
     address shall be effective only upon receipt. All notices, requests or
     instructions given in accordance herewith shall be deemed received on the
     date of delivery, if hand delivered, telecopied or by overnight courier,
     and five (5) Business Days after the date of mailing, if mailed by
     registered or certified mail.

3.6  AMENDMENT: This Agreement may only be amended by an agreement in writing
     signed by Vector and Corel, provided that any amendment is approved, in
     advance, by independent members of the audit committee of Corel's board of

3.7  LAWS. This Agreement shall be governed by and construed in accordance with
     the laws of the [State of New York without regard to the law of the
     conflicts of law of such State].


4.1  Corel will indemnify Vector, its shareholders, officer, directors and
     employees, and all of its former shareholders, directors, officers and
     employees, agents, representatives and independent contractors (the "Vector
     Indemnified Parties"), and hold the Vector Indemnified Parties harmless
     against all costs, charges and expenses, including all amounts paid to
     settle an action or satisfy a judgment, reasonably incurred by any of the
     Vector Indemnified Parties in respect of any civil, criminal or
     administrative action or proceeding to which any of the Vector Indemnified
     Parties is a party by reason of Vector being or having been engaged by
     Corel to provide Advisory Services, so long as:

     (i)  the Vector Indemnified Party in question acted honestly, in good faith
          and with a view to the best interests of Corel and its affiliates; and

     (ii) in the case of a criminal or administrative action or proceeding that
          is enforced by a monetary penalty, the Vector Indemnified Party in
          question had reasonable grounds for believing that his/her conduct was

                                      * * *



     IN WITNESS WHEREOF the parties have executed this Agreement as of the date
first written above.

                                        COREL CORPORATION


                                        VECTOR CAPITAL CORPORATION

                                        By: /s/ DEWEY W. CHAMBERS
                                        Name: DEWEY W. CHAMBERS
                                        Title: CHIEF FINANCIAL OFFICER


     IN WITNESS WHEREOF the parties have executed this Agreement as of the date
first written above.

                                        COREL CORPORATION

                                        By: /s/ CHRIS DIFRANCESCO
                                        Name: CHRIS DIFRANCESCO
                                        Title: V P Legal, General Counsel
                                               & Secretary

                                        VECTOR CAPITAL CORPORATION



                                   SCHEDULE A

                           VECTOR PAYMENT INSTRUCTIONS


Source: OneCLE Business Contracts.