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For Immediate Release-December 30,1996

SoftQuad International to Acquire Alpha Software Corporation

Acquisition will strengthen Company’s position as a leading provider of industrial-strength intranet solutions, and now targets "Knowledge Publishing" applications

Toronto, Ontario, December 30, 1996-SoftQuad International (NASDAQ:SWEBF; TSE:SKI)-a leading provider of content publishing tools for corporate intranets and the Internet, announced today the signing of a definitive agreement to acquire Alpha Software Corporation, a leader in database software for business users. The acquisition is aimed at strengthening SoftQuad's position as a leading provider of power tools that enable VARs, system integrators, ISPs and corporate IS managers to rapidly create effective and dynamic intranet applications for "knowledge publishing".

"Knowledge Publishing draws on the power of corporate intranets to manage and deliver an organization's knowledge base, which traditionally resides in complex documents and structured databases," said David Gurney, Chief Executive Officer, SoftQuad International. "By combining Alpha's products and technologies with our own, we broaden our ability to offer customers strong, integrated publishing solutions that can tap the corporate knowledge base in ways that no other solutions can, making corporate intranets richer, more active sources of information."

"We have experienced an overwhelming demand from our business customers to provide dynamic content delivery solutions for their intranet environments," said Richard Rabins, Co-Chairman of Alpha Software Corporation, who will become Executive Vice President of SoftQuad. "Teaming up with SoftQuad's outstanding people and technology means that together we can deliver sophisticated tools that solve serious, real-world business problems, and redefine the rules for creating content and applications in this new information paradigm."

SoftQuad will acquire 100% of Alpha, a privately-held company, for 2.1 million shares and US $700,000. The transaction will be accounted for under the purchase method, and is expected to close on or before January 15, 1997. Alpha’s office in Burlington, Mass. will remain open and will serve as SoftQuad’s U.S. headquarters.

Collectively, SoftQuad and Alpha Software have nearly 30 years of software development expertise and have shipped a combined 2 million copies of their products to end users.

Alpha Software Corporation, located in Burlington Mass., was founded in 1982, and since that time has been developing award-winning business and consumer software that empowers users to solve complex problems. The company's management and technical teams have extensive expertise in powerful end-user database solutions.

Alpha is best known for Alpha Five, its leading desktop database application for the Windows '95 environment. In October 1996, Alpha announced its intention to focus on web tools, applications and services for small to medium-sized businesses and enterprises. In November 1996, Alpha announced WebFiler, the first interactive database for the Web, and the only database fully configurable and accessible through a browser. Built on Alpha’s robust database engine, along with extensive middleware and comprehensive security framework, WebFiler enables companies to create, manage and transfer data to and from server-side databases.

Technologies to be integrated in new PowerWorker line of products
SoftQuad will incorporate Alpha's database technologies into future versions of its Internet and intranet publishing solutions. In the first half of 1997, SoftQuad will introduce a comprehensive suite of intranet power tools, code named PowerWorker, that provide a complete and integrated environment for creating, managing and accessing dynamic, personalized and secure websites in commercial environments.

"These new power tools will take dynamic document creation and database access to a whole new level," said David Gurney. "PowerWorker tools will introduce a new paradigm where VARs, system integrators, corporate knowledge workers and end users will have the power to create Knowledge Publishing applications that deliver personalized content which can present itself in the way most suited to those who need it."

Additionally, Alpha will continue to market and develop its existing line of products.

About SoftQuad

SoftQuad is a leading provider of content publishing tools that enable users to rapidly create multi-platform, standards-based intranet applications that enhance business processes. SoftQuad is recognized worldwide for its pioneering work in structured document publishing and is a founding member and active participant in the World Wide Web Consortium, the Internet Engineering Task Force and Editorial Review Board. Headquartered in Toronto, Canada, SoftQuad International employs more than 150 people with additional sales offices across North America, and European operations based in London, with offices in Paris and Munich.

The SoftQuad shares issuable in this transaction have not been registered under the Securities Act of 1933, and may not be offered or sold absent registration or an applicable exemption from registration requirements.

Electronic access to SoftQuad's press materials can be accessed at http://www.softquad.com/press/ and through Newsdesk International at http://www.newsdesk.com or 1-800-636-6092.

Forward-looking statements in this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that all forward-looking statements involve risk and uncertainties, including without limitation risks of intellectual property rights and litigation, risks in technology development and commercialization, risks in product development and market acceptance of and demand for the Company's products, risks of downturns in economic conditions generally, and in the software application development tools and business intelligence tools markets specifically, risks associated with competition and competitive pricing pressures, risks associated with foreign sales and high customer concentration and other risks detailed in the Company's filings with the Securities and Exchange Commission.

For Further Information

Investor Relations Inquiries:
Selwyn Wener, (416) 544-9000 investor@softquad.com
Press Inquiries:
Press and Media Relations, (416) 544-9000 press@softquad.com

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