SoftKey Software Products Inc. - MRRS Decision

Headnote

Mutual Reliance Review System for ExemptiveRelief Applications - Issuer has only one security holder -issuer deemed to have ceased being a reporting issuer.

Subsection 1(6) of the OBCA -- Issuer deemedto have ceased to be offering its securities to the public underthe Business Corporations Act (Ontario).

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c. S.5, as am.s. 83.

Business Corporations Act, R.S.O. 1990, c. B.16,as am., s. 1(6).

IN THE MATTER OF

THE SECURITIES LEGISLATIONOF

NOVA SCOTIA, ONTARIO AND QUÉBEC

AND

IN THE MATTER OF

THE MUTUAL RELIANCE SYSTEMFOR

EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

SOFTKEY SOFTWARE PRODUCTSINC.

MRRS DECISION DOCUMENT

WHEREAS the Canadian Securities regulatoryauthority or regulator (the Decision Makers) in each of NovaScotia, Ontario and Québec (the Jurisdictions) has receivedan application from SoftKey Software Products Inc. (SoftKey)for:

(i) a decision under the securities legislationof the Jurisdictions (the Legislation) that SoftKey be deemedto cease to be a reporting issuer under the Legislation; and

(ii) in Ontario only, an order that SoftKeybe deemed to cease to be offering its securities to the publicunder the Business Corporations Act (Ontario) (theOBCA);

AND WHEREAS under the Mutual RelianceReview System for Exemptive Relief Applications (the System),the Ontario Securities Commission is the principal regulatorfor the Application;

AND WHEREAS SoftKey has represented tothe Decision Makers that:

1. SoftKey is a corporation continued underthe laws of the Province of Ontario pursuant to an arrangementunder the OBCA effective February 4, 1994, between SoftKey,WordStar International Incorporated, Spinnaker Software Corporationand SSC Acquisition Corporation.

2. SoftKey is a reporting issuer in the Jurisdictionsand is not in default of any requirement under the Legislation.

3. The authorized capital of SoftKey consistsof an unlimited number of Class A voting common shares (ClassA Shares), an unlimited number of Class B non-voting commonshares (Class B Shares) and an unlimited number of exchangeablenon-voting shares (the Exchangeable Shares).

4. As of July 30, 2003, there were issuedand outstanding (a) 3,761,741 Class A Shares, (b) 21,267,633Exchangeable Shares, and (c) one Class B Share.

5. All of the outstanding Class A Shares,Exchangeable Shares and the one outstanding Class B Shareare owned indirectly by Mattel, Inc. or its affiliates.

6. Other than the Class A Shares, ExchangeableShares and the Class B Shares, SoftKey has no other securities,including debts securities, outstanding.

7. SoftKey does not have any securities thattrade on a marketplace as defined in National Instrument 21-101Marketplace Operation.

8. SoftKey will not be a reporting issuerin any jurisdiction in Canada immediately following the grantingof the Decision (as defined below) by the Decision Makers.

AND WHEREAS under the System, this MRRSDecision Document evidences the decision of each of the DecisionMakers (the Decision);

AND WHEREAS each of the Decision Makersis satisfied that the test contained in the Legislation thatprovides the Decision Maker with the jurisdiction to make theDecision has been met;

THE DECISION OF the Decision Makers underthe Legislation is that SoftKey be deemed to cease to be a reportingissuer under the Legislation;

September 16, 2003.

"Charlie MacCready"

AND IT IS FURTHER ORDERED by the OntarioSecurities Commission under subsection 1(6) of the OBCA thatSoftKey is deemed to have ceased to be issuing its securitiesto the public for purposes of the OBCA.

September 16, 2003.