AGREEMENT AND FULL AND FINAL RELEASE 
BETWEEN
COREL CORPORATION 
AND 
JACQUELINE MAARTENSE

EFFECTIVE JANUARY 20, 2006

The terms and conditions set out below, along with the attached Full and Final Release, will constitute our binding agreement regarding the terms and conditions of your transition from Corel:

1. Effective January 20, 2006 you will cease to have the title and responsibilities as EVP Global Marketing. You will continue as an employee (until the Termination Date as defined below) without title and without any pre-assigned duties and responsibilities as you are on a leave of absence.

2. Unless your employment is otherwise terminated earlier you will continue to receive all benefits until June 8, 2006 and thereafter continue to receive health and dental benefit coverage, until June 8, 2007.

3. On June 8, 2007 or such other earlier date as you may advise (in either case the "Termination Date") your employment relationship with Corel will be deemed to have terminated without cause.

4. On the first regularly scheduled payroll date following the Termination Date, Corel will provide you with a retiring allowance in an amount equal to (i) 11 months' base salary; and, (ii) 11 months incentive pay, calculated at 100% achievement. This retiring allowance shall be paid in the most advantageous manner that is permitted by law, having regard to tax and E. I. considerations, as you might direct.

5. Corel will provide you with full RSP matching payments for the calendar year 2006 and, provided the Termination Date is on or after January 1, 2007, for calendar year 2007. On the first regularly scheduled payroll date following the Termination Date Corel shall pay out all accrued vacation entitlement accrued through the Termination Date.

6. Your stock options shall be treated in accordance with the Corel Stock Option Plan (i. e. options shall continue to vest until the Termination Date and vested option may be exercised until 90 days after your Termination Date, at which point all vested and unvested options shall expire). Until the Termination Date you will respect your previously executed Lock Up Agreement and all company-wide blackout periods. We will formally remove you as an officer of the company and will not designate you as a deemed "insider" for securities law purposes nor for the purpose of any internal trading restrictions applicable to company designated or deemed insiders.

7. The foregoing terms and conditions shall be in lieu of the provisions of paragraphs 5 (a) (ii), (iii), and (iv), 5 (b), and 5 (f) of your Employment Agreement dated the 20th day of January 2005.

8. You will express your formal agreement to these terms by executing this Agreement in the space below and returning it along with the attached Full and Final Release.

/s/ Randy Eisenbach                  

Corel Corporation

By: Randy Eisenbach

Its: Chief Operating Officer

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