EXHIBIT 10.20

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                         EXECUTIVE EMPLOYMENT AGREEMENT

THIS  AGREEMENT  dated as of  January  1, 2001  ("Agreement  Date")  is  between
SoftQuad Software, Inc. (the "Company") and Laura Wallace (the "Executive").

WHEREAS the Company  wishes to employ the Executive on the terms and  conditions
set out below and the Executive wishes to be so employed by the Company.

NOW THEREFORE for good and valuable  consideration,  the receipt and adequacy of
which are hereby acknowledged, the parties agree as follows:

ARTICLE I:  TERM

1.1  Employment.  The Company shall employ the Executive and the Executive shall
     perform  services  on behalf of the  Company as its  employees  as provided
     herein during the Term (as hereinafter defined).

1.2  Term. Subject to the terms and conditions hereinafter set forth, the period
     of active employment (the "Employment  Period") shall begin on June 5, 2000
     (the  "Employment  Start  Date")  and  shall be for an  indefinite  period,
     subject to the first occurrence of the following:

     (a)  the termination of the Executive's employment by the Company for cause
          as provided in Section 6.1 hereof;

     (b)  the resignation of employment by the Executive pursuant to Section 6.2
          hereof; or,

     (c)  the  termination  of this  Employment  Agreement  pursuant  to  either
          Sections 6.3 or 6.4 hereof.

ARTICLE II: RESPONSIBILITIES

2.1  Title  and  Duties.   Executive  shall  be  employed  as  the  VP  Business
     Development and shall report to Margo Day. Executive's duties shall include

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--------------------------------------- (the "Duties").

2.2  Full Time and Attention. The Executive shall devote full time and attention
     to the Executive's Duties hereunder,  provided, however, that the Executive
     may manage  his/her own  personal  affairs and may serve as a member of the
     board of  directors  of other  companies  and be  compensated  accordingly,
     provided  that such  membership  is not  adverse  to the  interests  of the
     Company and in no way interferes with the Duties.

ARTICLE III: Compensation and benefits

3.1  Base Salary  Compensation.  The base  salary  rate  ("Base  Salary") of the
     Executive   shall  be  One  Hundred  and  Thirty   Thousand  U.S.   Dollars
     (U.S.)$130,000 per year for the first twelve months of this Agreement.  The
     Base Salary shall be payable  monthly in arrears.  The Company may withhold
     from any amounts payable under this Agreement such federal,  state or local
     taxes and other statutory  remittances as shall be required by law to be so
     withheld.   Executive  shall  be  entitled  to  a  performance   review  by
     Executive's immediate superior on the twelfth (12) month anniversary of the
     employment  start  date and a  determination  will be made at that  time by
     executive's immediate superior, acting reasonably, whether or not to adjust
     the Base Salary;  provided,  however, that if the Executive is an executive
     officer of the  Company,  such  determination  shall not take effect  until
     ratified by the Board of Directors of the Company.

3.2  Quarterly  Bonus.  In  addition  to your Base  Salary,  you  shall  also be
     entitled to a quarterly  bonus up to a maximum  amount (the "Maximum  Bonus
     Amount") and based on the attainment of certain  performance goals, both of
     which shall be established by your  supervisor,  and identified in Schedule
     "B",  attached  and  incorporated  by  reference  to  this  Agreement  (the
     "Quarterly Bonus"). Performance goals for each quarter shall be established
     by no later than the end of the first week of each  fiscal  quarter  during
     the  Employment  Period.  The Quarterly  Bonus for a given quarter shall be
     paid in a lump sum within fifteen (15) days following the end of the fiscal
     quarter in which it was earned.  The Quarterly  Bonus shall be prorated for
     any partial fiscal quarter of employment.


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3.3  Stock  Options.  As soon as is  practicable  after  the  execution  of this
     Agreement,  the Executive shall be granted Forty Thousand  (40,000) options
     to purchase  Company  common shares of at a purchase price of Seven Dollars
     and Fifty Cents (US $7.50) per share (the "Options") in accordance with the
     terms and  conditions  of the  Company's  Stock Option Plan as the same may
     exist  from  time to time  and on  terms  and  conditions  outlined  in the
     attached Option Agreement.

3.4  Executive  Employment  Benefits.  During the period of employment,  Company
     shall reimburse Executive for all reasonable expenses which are incurred by
     Executive  on behalf of Company or any  affiliate  or  subsidiary  thereof.
     Expenses  will  only be  reimbursed  if  proven by  receipts  submitted  in
     accordance with the Company's expense reimbursement policy, as the same may
     exist from time to time in addition.  Company shall also provide  Executive
     with any benefits which Company  normally  provides to other employees at a
     comparable  level  as  Executive,  including  medical,  dental,  life,  and
     disability  insurance for the  Executive  during the Term and in accordance
     with the employee benefit plans and policies  maintained by the Company and
     in force from time to time (collectively, the "Benefits").

3.5  Vacation.  The  Executive is entitled to take three (3) weeks paid vacation
     per calendar year in accordance  with the Company's  policies and practices
     in effect at the  relevant  time for senior  executives  and subject to the
     needs of the Company.

ARTICLE IV: CONFIDENTIALITY AND NON-COMPETITION

4.1  Non-Solicitation.  The Executive  agrees that during the Employment  Period
     and for a period of one year  thereafter,  neither  the  Executive  nor any
     entity or person with whom the Executive is at the time associated, related
     or affiliated shall, directly or indirectly,  solicit, hire, entice away or
     in any other manner persuade or attempt to persuade any officer,  employee,
     agent,  supplier or customer of the  business  conducted  by the Company to
     discontinue  or alter his, her or its  relationship  with the Company.  For
     greater certainty,  the "Non-Solicitation  Period" means a period beginning
     on the  Employment  Start  Date and  ending  one year  after the end of the
     Employment Period.

4.2  Non-Competition. The Executive agrees that during the Employment Period and
     during any "Severance Period" thereafter  (collectively known herein as the
     "Non-Competition  Period"), the Executive shall not directly or indirectly,
     engage in or become associated with a Competitive  Activity (as hereinafter
     defined)  or  solicit,  hire or  take-away  any  employee  of  Company  for
     involvement in any  Competitive  Activity;  or accept  employment  with any
     Competitive  Activity to perform work for a customer or partner which is in
     competition with the services provided by Company.  For greater  certainty,
     "Competitive Activity" shall mean any organization or other endeavour whose
     primary  business  is  that  of  developing   software  which  (i)  authors
     unstructured  data in  extensible  markup  language  (XML)  format  or (ii)
     manages  catalogues  in XML format.  Executive  shall be considered to have
     become  associated with a Competitive  Activity if the Executive becomes an
     owner, employee, officer, director, independent contractor, agent, partner,
     advisor,  or in  any  other  capacity  calling  for  the  rendition  of the
     Executive's   personal   services,   with  any   individual,   partnership,
     corporation  or  other  organization  that  is  engaged  in  a  Competitive
     Activity.  Notwithstanding  the foregoing,  the Executive may (i) become an
     employee or  independent  contractor  to a business,  only part of which is
     engaged in a Competitive  Activity,  so long as Executive's  services to be
     rendered in such employment or consultancy relationship are performed for a
     discrete  portion of the  business  that is not engaged in the  Competitive
     Activity  and  Executive's   services  are  unrelated  to  the  Competitive
     Activity; and (ii) make and retain investments during the Employment Period
     and  thereafter  in not more than two  percent  of the equity of any entity
     engaged in a Competitive  Activity,  if such equity is listed on a national
     securities exchange or regularly traded in an over-the-counter market.

4.3  Confidentiality.  Except in the normal and proper course of the Executive's
     duties  hereunder,  the  Executive  will  not use for the  Executive's  own
     account or disclose to anyone else, during or after the Employment  Period,
     any  confidential  or proprietary  information or material  relating to the
     Company's  operations  or business  which the  Executive  obtains  from the
     Company or its  officers or  employees,  agents,  suppliers or customers or
     otherwise by virtue of the Executive's  employment by the Company or by the
     Company's predecessor.  Confidential or proprietary information or material
     includes,  without  limitation,  the  following  types  of  information  or
     material,  both  existing and  contemplated,  regarding  the Company or its
     parent,   affiliated  or  subsidiary   companies;   contractual   licensing
     arrangements,  plans, strategies, tactics, policies, resolutions,  patents,
     trade-marks and trade names or applications thereof; information concerning
     suppliers;  marketing information,  including sales,


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     investment  and  product  plans,  customer  lists,   strategies,   methods,
     customers,  prospects  and market  research  data;  financial  information,
     including cost and performance data, debt  arrangements,  equity structure,
     investors and holdings;  operational and scientific information,  including
     trade secrets;  technical  information,  including  technical  drawings and
     designs;  and personnel  information,  including personnel lists,  resumes,
     personnel data,  organizational  structure and performance evaluations (the
     "Confidential Information").

4.4  Return of Property and  Documents.  The Executive  agrees that all property
     and  documents  (including,  without  limitation,  hardware,  software  and
     information  in   machine-readable   form)  of  any  nature  pertaining  to
     activities of the Company and to any of its affiliated, related, associated
     or  subsidiary  companies,   including  Confidential  Information,  in  the
     Executive's possession now or at any time during the Employment Period, are
     and shall be the  property  of the  Company  and its  affiliated,  related,
     associated  or  subsidiary  companies,  and  that  all  such  property  and
     documents and all copies of documents  shall be  surrendered to the Company
     whenever requested by the Company.

4.5  Ownership of Inventions. The Executive agrees to execute and deliver to the
     Company the assignment attached as Schedule A.

4.6  Injunctive Relief.  Executive  acknowledges that the restrictions contained
     in this Article IV are  reasonable  and necessary for the protection of the
     business  of Company  and that  Company  would not have  entered  into this
     Agreement  without such  restrictions  being agreed to.  Executive  further
     acknowledges  that  Executive's  services  are  special,  unique,  unusual,
     extraordinary  and of an  intellectual  character  giving  them a  peculiar
     value, the loss of which cannot be reasonably or adequately  compensated in
     damages  in an action at law.  Accordingly,  in the event of any  breach of
     Article IV of this Agreement by Executive, the Company shall be entitled to
     equitable  relief by way of  injunction  or  otherwise  in  addition to any
     damages  which the Company may be entitled  to recover.  In  addition,  the
     Company shall be entitled to reimbursement from Executive, upon request, of
     any and all  reasonable  attorneys'  fees and  expenses  incurred  by it in
     enforcing any term or provision of Article IV of this Agreement.

ARTICLE V: REPRESENTATIONS AND WARRANTIES

5.1  Representations  and Warranties.  The Executive  represents and warrants to
     the Company that the execution and  performance  of this Agreement will not
     result in or constitute a default, breach, or violation, or any event that,
     with  notice  or lapse of time or both,  would  be a  default,  breach,  or
     violation, of any understanding,  agreement or commitment, written or oral,
     express  or  implied,  to which  the  Executive  is a party or by which the
     Executive or the Executive's property is bound. The Executive shall defend,
     indemnify  and hold the Company  harmless  from any  liability,  expense or
     claim (including attorneys' fees incurred in respect thereof) by any person
     in any  way  arising  out  of,  relating  to,  or in  connection  with  any
     incorrectness  of  breach of the  representations  and  warranties  in this
     Section 5.1. The  Executive  acknowledges  that a breach of this Article by
     the  Executive  shall  entitle the  Company to  terminate  the  Executive's
     employment and this Agreement for cause.

ARTICLE VI: TERMINATION AND RESIGNATION

6.1  Termination for Cause. The Company may immediately terminate this Agreement
     at any time for cause by written  notice to the  Executive.  If the Company
     terminates  this  Agreement  for cause under this  Section 6.1, the Company
     shall have no further  obligations  or  responsibilities  hereunder  to the
     Executive,  except for (a)  payment of any Base Salary due and owing at the
     time of termination  pursuant to Section 3.1; and (b) payment of any unpaid
     and accrued vacation pay.

6.2  Resignation  by Executive.  The  Executive  shall give the Company not less
     than Two (2) weeks written  notice of the  resignation  of the  Executive's
     employment  hereunder.   If  the  Executive  resigns  and  terminates  this
     Agreement for any reason, the Company shall have no further  obligations or
     responsibilities hereunder to the Executive,  except for (a) payment of any
     Base  Salary due and owing at the time of  termination  pursuant to Section
     3.1; and (b) payment of any unpaid and accrued vacation pay. Nothing herein
     contained  shall be construed to limit or restrict in any way the Company's
     ability to pursue any remedies it may have at law or equity pursuant to the
     provisions of this Agreement.


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6.3  Termination  upon  Disability  or Death.  The  Company may  terminate  this
     Agreement at any time upon a physical or mental  disability  rendering  the
     Executive  unable  to  perform  the  essential  functions  of the job  with
     reasonable  accommodation  by Company upon:  (a) notice of  termination  or
     payment in lieu of such  notice,  both of which shall be in an amount equal
     to three  months Base Salary plus an  additional  one (1) month Base Salary
     per year of completed employment  hereunder;  (b) payment of any unpaid and
     accrued vacation pay; and (c) payment of any portion of earned,  yet unpaid
     Annual  Bonus.  Upon  the  death of the  Executive,  this  Agreement  shall
     terminate.  The  Company  shall pay the estate of the  Executive  (a) in an
     amount equal to three months Base Salary plus an  additional  one (1) month
     Base Salary per year of completed employment hereunder;  (b) payment of any
     unpaid and accrued  vacation pay; and (c) payment of any portion of earned,
     yet unpaid Annual Bonus.  Any salary payments  required  hereunder shall be
     based upon the Executive's Base Salary provided for in Section 3.1 hereof.

6.4  Termination  Without Cause. The Company may terminate this Agreement at any
     time  without  cause by  providing  the  Executive  with 120 days notice of
     termination or  continuation  of payment of Base Salary in lieu thereof for
     four (4) months (the  "Severance  Period")  plus payment of any accrued but
     unpaid vacation pay and prorated  earned Annual Bonus.  Any salary payments
     required hereunder shall be based upon the Executive's Base Salary provided
     for in Section 3.1 hereof.  Upon  termination  of employment by the Company
     without cause,  any unvested Options which have been granted by the Company
     to Executive,  pursuant to Section 3.3 herein,  which would  otherwise vest
     within the Severance Period shall immediately vest in Executive.  Executive
     may exercise  any or all of the such vested  Options at any time during the
     Severance  Period  and for a period of 90 days  thereafter  (the  "Exercise
     Period") is accordance with the exercise  procedures  detailed in Company's
     Stock Option plan.  All Options not  exercised  upon the  conclusion of the
     Exercise  Period shall expire and  Executive  shall have no further  rights
     thereto and Company shall have no further obligation thereto.

6.5  Benefits on Termination.

     (a)  If this  Agreement is terminated  in accordance  with Sections 6.3 and
          6.4, the Benefits  provided to the  Executive  pursuant to Section 3.4
          shall continue  following  such  termination of this Agreement for the
          Severance  Period  or  until  the  Executive   commences   alternative
          employment, whichever should first occur.

     (b)  COBRA.  The  continuation  and/or  conversion   privileges  which  are
          available  to  former  employees  under  the  law,  including  without
          limitation  Section  4980B of the Internal  Revenue  Code of 1986,  as
          amended  (commonly  referred  to as  "COBRA"),  and the  terms  of the
          Employer's employee welfare benefit plans ("plans") shall be available
          to Employee as of the date of termination  of  Executive's  employment
          and  must be  exercised  by  Executive,  if at all,  within  the  time
          period(s) established by law and the plans as measured from that date.
          If Executive exercises Executive's COBRA rights, the Company shall pay
          the  cost of such  continued  insurance  coverage  for  Executive  and
          Executive's  family during the Severance Period, but in no event for a
          term  greater  than   eighteen  (18)  months  after   termination   of
          employment.

6.6  Results of Termination.  Upon termination or resignation of the Executive's
     employment pursuant to this Section 6, this Agreement and the employment of
     the Executive shall be wholly  terminated with the exception of the clauses
     specifically  contemplated  to continue in full force and effect beyond the
     termination of this Agreement, including those set out in Article 4.

ARTICLE VII: ARBITRATION

7.1  Arbitrable  Claims.  To the fullest  extent  permitted by law and except as
     otherwise permitted by Section 4.6, all disputes between Executive (and his
     attorneys,  successors,  and  assigns)  and  Company  (and its  affiliates,
     shareholders,   directors,   officers,   employees,   agents,   successors,
     attorneys, and assigns) relating in any manner whatsoever to the employment
     or termination of Executive,  including,  without limitation,  all disputes
     arising out of or related to this Agreement, ("Arbitrable Claims") shall be
     resolved  by  arbitration.  All  persons  and  entities  specified  in  the
     preceding  sentence (other than Company and Executive)  shall be considered
     third-party  beneficiaries  of the rights and  obligations  created by this
     Section  on  Arbitration.  Arbitrable  Claims  shall  include,  but are not
     limited to, contract  (express or implied) and tort claims of all kinds, as
     well as all claims based on any federal,  state, or local law, statute,  or
     regulation,  excepting only claims under applicable  workers'  compensation
     law  and  unemployment  insurance  claims.  By way of  example  and  not in
     limitation  of the  foregoing,  Arbitrable  Claims  shall  include  (to the
     fullest extent  permitted by law) any claims arising under Title VII of the
     Civil Rights


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     Act of 1964,  the Age  Discrimination  in Employment  Act and the Americans
     with   Disabilities   Act,  as  well  as  any  claims  asserting   wrongful
     termination, harassment, breach of contract, breach of the covenant of good
     faith and fair dealing,  negligent or  intentional  infliction of emotional
     distress,   negligent  or  intentional   misrepresentation,   negligent  or
     intentional  interference with contract or prospective  economic advantage,
     defamation,  invasion of privacy,  and claims  related to  disability.

7.2  Procedure. Arbitration of Arbitrable Claims shall be in accordance with the
     National  Rules for the  Resolution of Employment  Disputes of the American
     Arbitration Association,  as amended ("AAA Employment Rules"), as augmented
     in this  Agreement.  Arbitration  shall be initiated as provided by the AAA
     Employment Rules, although the written notice to the other party initiating
     arbitration shall also include a statement of the claim(s) asserted and the
     facts upon which the  claim(s)  are based.  Arbitration  shall  result in a
     written decision setting forth the essential findings and conclusions. Such
     a written arbitration award shall be final and binding upon the parties and
     shall be the exclusive  remedy for all  Arbitrable  Claims,  subject to the
     limited judicial review,  if any,  required by law to be permitted.  Either
     party  may  bring an  action  in court to  compel  arbitration  under  this
     Agreement and to enforce an  arbitration  award.  Otherwise,  neither party
     shall initiate or prosecute any lawsuit or administrative action in any way
     related  to any  Arbitrable  Claim.  All  arbitration  hearings  under this
     Agreement shall be conducted in Toronto,  Ontario. THE PARTIES HEREBY WAIVE
     ANY  RIGHTS  THEY  MAY  HAVE TO TRIAL BY JURY IN  REGARD  TO  ARBITRATE  OR
     NON-ARBITRABLE  CLAIMS,  INCLUDING WITHOUT LIMITATION ANY RIGHT TO TRIAL BY
     JURY  AS TO THE  MAKING,  EXISTENCE,  VALIDITY,  OR  ENFORCEABILITY  OF THE
     AGREEMENT TO ARBITRATE.

7.3  Arbitrator  Selection  and  Authority.  All disputes  involving  Arbitrable
     Claims shall be decided by a single  arbitrator.  The  arbitrator  shall be
     selected by mutual  agreement of the parties within thirty (30) days of the
     effective  date of the notice  initiating the  arbitration.  If the parties
     cannot agree on an arbitrator,  then the complaining party shall notify the
     AAA and request  selection  of an  arbitrator  in  accordance  with the AAA
     Employment  Rules.  The arbitrator  shall have only such authority to award
     equitable  relief,  damages,  costs, and fees as a court would have for the
     particular claim(s) asserted. The fees of the arbitrator and any other fees
     or costs unique to arbitration shall be paid by the Company. The arbitrator
     shall have exclusive authority to resolve all Arbitrable Claims.

7.4  Confidentiality.  All proceedings and all documents  prepared in connection
     with any  Arbitrable  Claim shall be  confidential  and,  unless  otherwise
     required by law, the subject  matter  thereof shall not be disclosed to any
     person other than the parties to the proceedings,  their counsel, witnesses
     and experts, the arbitrator,  and, if involved,  the court and court staff.
     All  documents  filed with the  arbitrator  or with a court  shall be filed
     under seal. The parties shall stipulate to all arbitration and court orders
     necessary to effectuate fully the provisions of this subsection  concerning
     confidentiality.

7.5  Continuing Obligations. The rights and obligations of Executive and Company
     set forth in this Section on Arbitration  shall survive the  termination of
     Executive's employment and/or the termination of this Agreement.

7.6  Attorneys'  Fees. In any legal  action,  arbitration,  or other  proceeding
     brought to enforce or  interpret  the terms of this  Agreement,  the losing
     party shall bear  reasonable  attorneys'  fees and costs of the  prevailing
     party,  unless another appointment of such fees and/or costs is required by
     law or ordered by the arbitrator.

7.7  Enforcement  of  Arbitration  Award.  The  decree or  judgment  of an award
     entered by the arbitrator  may be entered in any Court having  jurisdiction
     thereof.

ARTICLE VIII: CHANGE IN CONTROL

8.1  Accelerated  Vesting of Options. In the event of a Change of Control of the
     Company as defined in Article XII of  Company's  2000 Stock,  all  unvested
     Options granted by the Company to Executive  pursuant to Section 3.3 herein
     shall  immediately  become  vested and Executive may exercise any or all of
     such  Options in  accordance  with the terms and  conditions  of such Stock
     Option Plan.


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ARTICLE IX: MISCELLANEOUS COVENANTS

9.1  Rights and Waivers. All rights and remedies of the parties are separate and
     cumulative,  and none of them, whether exercised or not, shall be deemed to
     be to the  exclusion  of any other rights or remedies or shall be deemed to
     limit or prejudice  any other legal or equitable  rights or remedies  which
     either of the parties may have.

9.2  Waiver. Any purported waiver of any default, breach or non-compliance under
     this  Agreement is not effective  unless in writing and signed by the party
     to be bound by the waiver.  No waiver shall be inferred  from or implied by
     any failure to act or delay in acting by a party in respect of any default,
     breach or  non-observance  or by anything done or omitted to be done by the
     other party. The waiver by a party of any default, breach or non-compliance
     under this  Agreement  shall not operate as a waiver of that party's rights
     under this  Agreement in respect to any  continuing or subsequent  default,
     breach or non-observance (whether of the same or any other nature).

9.3  Severability.  Any  provision  of  this  Agreement  that is  prohibited  or
     unenforceable  in any  jurisdiction  shall,  as to  that  jurisdiction,  be
     ineffective to the extent of the prohibition or unenforceability  and shall
     be severed from the balance of this  Agreement,  all without  affecting the
     remaining  provisions  of this  Agreement  or  affecting  the  validity  or
     enforceability of such provision in any other jurisdiction.

9.4  Notices.

     (1)  Any notice, certificate, consent, determination or other communication
          required or permitted to be given or made under this  Agreement  shall
          be in writing and shall be effectively given and made if (i) delivered
          personally,  (ii) sent by prepaid same day courier  service,  or (iii)
          sent   prepaid   by  fax  or  other   similar   means  of   electronic
          communication, in each case to the applicable address set out below:

               (a)  if to the Company, to:

                    SoftQuad Software, Inc.
                    161 Eglinton Avenue East
                    Suite 400
                    Toronto, Ontario
                    M4P 1J5

                    Attention: Chief Financial Officer
                    ----------------------------------
                    Fax:  (416) 544-0300

               (b)  if to the Executive, to:

                    the last address in the Company's personnel records

     (2)  Any such  communication  so given or made shall be deemed to have been
          given or made and to have  been  received  on the day of  delivery  if
          delivered personally or by courier service, or on the day of faxing or
          sending by other means of recorded electronic communication,  provided
          that the day in either event is a Business  Day and the  communication
          is so  delivered,  faxed or sent  prior to 4:30  p.m.  (local  time of
          recipient) on that day.  Otherwise,  the communication shall be deemed
          to have  been  given and made and to have  been  received  on the next
          following  Business Day. Any such  communication sent by mail shall be
          deemed to have been  given and made and to have been  received  on the
          fifth  business day following the mailing  thereof;  provided  however
          that no such  communication  shall be  mailed  during  any  actual  or
          apprehended  disruption  of postal  services.  Any such  communication
          given or made in any other  manner  shall be deemed to have been given
          or made and to have been received only upon actual receipt.

     (3)  Any party may from time to time change its address  under this Section
          8.4 by notice to the other party given in the manner  provided by this
          Section.


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9.5  Time of  Essence.  Time shall be of the  essence of this  Agreement  in all
     respects.

9.6  Successors and Assigns.  This Agreement  shall inure to the benefit of, and
     be  binding  on,  the  parties  and their  respect  heirs,  administrators,
     executors,  successors  and permitted  assigns.  The Company shall have the
     right  to  assign  this  Agreement  to any  successor  (whether  direct  or
     indirect, by purchase, amalgamation,  arrangement, merger, consolidation or
     otherwise) to all or substantially all of the business and/or assets of the
     Company  provided only that the Company must first require the successor to
     expressly assume and agree to perform this Agreement in the same manner and
     to the same extent  that the Company  would be required to perform it if no
     such succession had taken place. The Executive by the Executive's signature
     hereto  expressly  consents to such  assignment.  The  Executive  shall not
     assign or transfer,  whether  absolutely,  by way of security or otherwise,
     all  or any  part  of the  Executive's  right  or  obligations  under  this
     Agreement without the prior consent of the Company,  such consent to not be
     unreasonably withheld.

9.7  Amendment.  No amendment of this Agreement will be effective unless made in
     writing and signed by both parties.

9.8  Entire Agreement.  This Agreement  constitutes the entire agreement between
     the  parties  pertaining  to the  subject  matter  of  this  Agreement  and
     supersedes  all  prior   agreements,   understandings,   negotiations   and
     discussions, whether oral or written. There are no conditions,  warranties,
     representations  or other agreements between the parties in connection with
     the subject matter of this Agreement  (whether oral or written,  express or
     implied,  statutory or otherwise)  except as  specifically  set out in this
     Agreement.

9.9  Governing  Law.  This  Agreement  shall be  governed  by and  construed  in
     accordance  with the laws of the Province of Ontario  without giving effect
     to the conflict of laws provisions therein.

9.10 Headings. The division of this Agreement into Sections and the insertion of
     headings are for  convenience  of  reference  only and shall not affect the
     construction or interpretation of this Agreement.

9.11 Business Day. For the purpose of this  Agreement,  Business Day means a day
     other  than  Saturday,   Sunday  or  statutory  holiday  in  the  State  of
     California.

ARTICLE X:  EXECUTIVE ACKNOWLEDGEMENT

          The  Executive acknowledges that:

          (a)  the Executive has had  sufficient  time to review this  Agreement
               thoroughly;

          (b)  the  Executive  has  read  and  understands  the  terms  of  this
               Agreement and the obligations hereunder;

          (c)  the Executive has been given an opportunity to obtain independent
               legal advice  concerning  the  interpretation  and effect of this
               Agreement; and,

          (d)  the Executive has received a fully executed  counterpart  copy of
               this Agreement.

          IN WITNESS  WHEREOF the parties have  executed  counterpart  copies of
this Agreement.



--------------------------------         -----------------------------
EXECUTIVE                                Witness


Confidential            EXECUTIVE EMPLOYMENT AGREEMENT              Page 7 of 10

<PAGE>

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SOFTQUAD SOFTWARE, INC.


By:
       ---------------------------
Name:  Margo Day

Title: EVP, Strategy & General Manager, North America
       ----------------------------------------------


Confidential            EXECUTIVE EMPLOYMENT AGREEMENT              Page 8 of 10

<PAGE>

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                                  SCHEDULE "A"
                                  ------------


Ownership of Inventions
-----------------------

I hereby assign to Company,  unconditionally and in perpetuity, all intellectual
Property and all Inventions made during the course of my employment with Company
and agree that all inventions and  improvements  made to such Inventions which I
may conceive or make during my employment  with Company and all  adaptations and
Improvements  to  such  Inventions  made  during  or  after  termination  of  my
employment  with  Company  relating  to or  connected  with  the  nature  and/or
character of the Company's business, shall be the sole and exclusive property of
Company and I will,  whenever  requested to do so by Company  whether  during or
after my employment,  execute any and all  applications,  assignments  and other
instruments which Company shall, in its reasonable discretion, deem necessary in
order to protect its  proprietary  interest in such  Inventions or  improvements
and/or in order to apply for and obtain patent rights in North America and other
countries for such  Inventions or  improvements,  and to register  copyright and
Industrial   designs  in  any  country   throughout  the  world.  The  foregoing
obligations shall be binding upon my heirs,  executors,  legal  representatives,
successors, and assigns.

I hereby irrevocably waive all moral rights in all Developments and transfer all
my interest  (including  but not limited to  copyright,  patent and trade secret
rights) in all Developments exclusively to SoftQuad on a wholesale, royalty-free
basis and, as required by  SoftQuad,  will protect  SoftQuad's  interest in such
Developments.  For  greater  certainty  "Developments"  shall  include,  without
limitation,  every computer program,  marketing  program,  design,  improvement,
documentation,  process,  technique or procedure  which is in any way related to
SoftQuad's  business and which is developed,  invented or written by me alone or
together with others, during the course of my employment.

Inventions for the purposes of this Agreement shall include:

Processes, developments,  discoveries, concepts and ideas, whether patentable or
not,  or whether or not  protected  by  copyright,  relating  to any  present or
prospective  activities  of Company in the fields of  proprietary  software  and
implementation,   software  ideas  and  research,  graphics  creation,  internet
technology and the marketing and/or sale of internet products or services.

Intellectual Property means:

All patents,  copyright,  industrial designs,  trade secrets, know how and other
intangible rights in the Inventions now known or hereafter created,  as exist in
any jurisdiction in which ownership of Intellectual  Property and the Inventions
may be assessed.

I agree that I will  promptly  disclose  in  writing  to Company  each and every
Invention  made or conceived by me either solely or jointly with others,  during
the period of my employment  with Company.  I hereby waive my oral rights in the
said Inventions.


Date: January 5, 2001
     ------------------------------           --------------------------------
                                              EXECUTIVE


Confidential            EXECUTIVE EMPLOYMENT AGREEMENT              Page 9 of 10

<PAGE>

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                                  SCHEDULE "B"
                                  ------------


Maximum Annual Bonus Amount:         $70,000  payable in equal quarterly amounts
                                     -------------------------------------------

Performance Criteria:

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Agreed to and Acknowledged:


                                        January 5, 2001
----------------------------------      ---------------------------------
EXECUTIVE                               DATE


SOFTQUAD SOFTWARE, INC.


By:
   -------------------------------

Name:   Margo Day

Title:  EVP, Strategy & General Manager, North America
        ----------------------------------------------


Confidential            EXECUTIVE EMPLOYMENT AGREEMENT             Page 10 of 10