CONSULTING AGREEMENT

Exhibit 10.28

CONSULTING AGREEMENT

THIS AGREEMENT is made effective as of the 3 ^rd day of May 2005.

BETWEEN:

STEPHEN SADLER (hereinafter referred to as “ Sadler ”) and SJS ADVISORS INC.

(hereinafter referred to as “ SJS ”) (collectively SJS and Sadler called the “ Consultant ”)

OF THE FIRST PART

-and-

OPEN TEXT CORPORATION

(hereinafter referred to as the “ Company ”)

OF THE SECOND PART

The parties hereto agree to the following terms:

Term:

The Term of the Consulting Agreement will be for an indefinite period subject to either party’s right to terminate the Consulting agreement on the giving of seven (7) days’ prior written notice to the other party for any reason whatsoever and without liability, except for any payments earned by the Consultant up to the date of such termination.

Work:

All consulting work will be conducted as directed by the CEO or Cha