Deloitte & Touche LLP
5140 Yonge Street, Suite 1700
Toronto, ON M2N 6L7
Canada
Tel:(416) 601 6150
Fax:(416) 229 2524
www.deloitte.ca
DELOITTE
&TOUCHE
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this registration statement on
Form S-3 of SoftQuad Software, Ltd. (the "Company") of our report dated November
2, 2000, except for Note 12, which is as of November 20, 2000, relating to the
consolidated balance sheets of SoftQuad Software Inc. as at September 30, 2000
and 1999, and the consolidated statements of operations, shareholders' equity
and cash flows for the years ended September 30, 2000 and 1999, and for the
nine-month period ended September 30, 1998, which report appears in the
Company's Current Report on Form 10-KSB, filed on December 29, 2000, and to the
reference to our firm under the heading "Experts" in the registration statement.
/s/ DELOITTE & TOUCHE LLP
Chartered Accountants
Toronto, Ontario
December 29, 2000
