EXHIBIT D

IRREVOCABLE PROXY

The undersigned stockholder of SoftQuad Software, Ltd., a Delaware corporation ("SoftQuad") or of SoftQuad Acquisition Corp. with the right to vote with SoftQuad stockholders, revocation as provided below) appoints Corel Corporation, a Canadian corporation ("Corel"), or any designee of Corel, the attorney and proxy of the undersigned, with full power of substitution and resubstitution, to the full extent of the undersigned's rights with respect to the shares of capital stock of SoftQuad owned beneficially or of record by the undersigned, which shares are listed in Schedule A to the Proxy and Voting Agreement dated as of August ____, 2001, among Corel, Calgary II Acquisition Corp., SoftQuad and the individual stockholders listed on Schedule A thereto, as the same may be amended from time to time (the "Proxy and Voting Agreement", capitalized terms not otherwise defined herein being used herein as therein defined), and any and all other shares or securities of SoftQuad issued or issuable with respect thereof or otherwise acquired by the undersigned stockholders on or after the date hereof, until the termination date specified in the Proxy and Voting Agreement (the "Shares"). Upon the execution hereof, all prior proxies given by the undersigned with respect to the Shares are hereby revoked and no subsequent proxies will be given as to the matters covered hereby prior to the earlier of the date of termination of the Proxy and Voting Agreement pursuant to Section 16 thereof (the "Termination Date") and the Closing Date of the Merger Agreement (such earlier date being hereinafter referred to as the "Proxy Termination Date"). This proxy is irrevocable (to the fullest extent provided by law, but subject to automatic termination and revocation as provided below), coupled with an interest, and is granted in connection with the Proxy and Voting Agreement, and is granted in consideration of the undersigned stockholders entering into the Merger Agreement referred to therein.

The attorney and proxy named above will be empowered at any time prior to the Proxy Termination Date to exercise all voting and other rights with respect to the Shares (including, without limitation, the power to execute and deliver written consents with respect to the Shares) of the undersigned at every annual, special or adjourned meeting of stockholders of SoftQuad held prior to the Proxy Termination Date and in connection with every solicitation of written consents in lieu of such a meeting prior to the Proxy Termination Date, or otherwise, to the extent that any of the following matters is considered and voted on at any such meeting or in connection with any such consent solicitation: (i) approval of the Merger Agreement, the execution and delivery by SoftQuad of the Merger Agreement and the approval of the terms thereof and each of the further actions contemplated by the Merger Agreement, and any actions required in furtherance thereof; (ii) against any action, any failure to act, or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of SoftQuad or the undersigned under the Merger Agreement or the Proxy and Voting Agreement (before giving effect to any materiality or similar qualifications contained therein); (iii) against any Alternative Proposal (as defined in the Merger Agreement) and (iv) in favor of any other matter necessary for the consummation of the transactions contemplated by the Merger Agreement.

The attorney and proxy named above may only exercise this proxy to vote the Shares subject hereto in accordance with the preceding paragraph, and may not exercise this proxy in respect of any other matter. The undersigned may vote the Shares (or grant one or more proxies to vote the Shares) on all other matters.

Any obligation of the undersigned hereunder shall be binding upon the successors and assigns of the undersigned stockholders.

This proxy is irrevocable and coupled with an interest, but shall automatically terminate and be revoked and be of no further force and effect on and after the Proxy Termination Date.

This proxy is governed by and shall be construed in accordance with the laws of the State of Delaware.

Dated: August ____, 2001

By:
Name:
Title:

Number of Class A Stock : __________________

Number of Class B Stock:__________________

Number of Common Stock:_________________

Number of Special Warrants:________________

Number of Exchangeable Shares: _

Number of Options:_______________________

Number of Warrants:______________________

Record Holder(s):

By:
Name:
Title:

Number of Class A Stock __________________

Number of Class B Stock:__________________

Number of Common Stock:__________________

Number of Special Warrants:________________

Number of Exchangeable Shares: __

Number of Options:_______________________

Number of Warrants:______________________

Record Holder(s):

By:
Name:
Title:

Number of Class A Stock:___________________

Number of Class B Stock:__________________

Number of Common Stock:_________________

Number of Exchangeable Shares: __

Number of Options:_______________________

Number of Warrants:_______________________

Record Holder(s):