Exhibit 10.7

                                    AGREEMENT

      THIS AGREEMENT (hereinafter, the "Agreement") is effective as of October
1, 2002 by and between President and Fellows of Harvard College, a Massachusetts
Charitable Corporation, with a principal place of business at Massachusetts
Hall, Cambridge, Massachusetts, 02138 (hereinafter "Harvard"), Vizacom Inc., a
Delaware corporation having its principal place of business at 3512 Veterans
Memorial Highway, Bohemia, New York 11716 (hereinafter "Vizacom") and Software
Publishing Corporation ("SPC"), a Delaware corporation with its principal place
of business at the same aforementioned address as Vizacom;

      WHEREAS, SPC is a wholly-owned subsidiary of Vizacom;

      WHEREAS, SPC has adopted, owns and is using certain HARVARD-formative
trademarks on or in connection with certain computer software programs
(hereinafter, the "Marks"), including, but not limited to, those marks
identified in Schedule A annexed hereto as Exhibit A;

      WHEREAS, SPC is the owner of trademark registrations for some of the
Marks, all of which are identified in Schedule B annexed hereto as Exhibit B
(hereinafter, the "Registrations");

      WHEREAS, Harvard and SPC are parties to a Consent Agreement effective June
29, 1989, a true and correct copy of which is annexed hereto as Exhibit C
(hereinafter, the "1989 Consent Agreement");

      WHEREAS, Harvard and SPC are desirous of terminating the 1989 Consent
Agreement in its entirety and the parties' rights and liabilities thereunder;


                                      -1-
<PAGE>

      WHEREAS, SPC and Serif (Europe) Limited, an English company, are parties
to a Software License Agreement, a true and correct copy of which is annexed
hereto as Exhibit D (hereinafter, the "2001 Software License Agreement");

      WHEREAS, in an Agreement effective October 1, 2002, a true and correct
copy of which is annexed hereto as Exhibit E, Serif Holdings Limited, Serif
(Europe) Limited and Serif Inc. (hereinafter referred to collectively as
"Serif") assigned all of their right, title and interest in and to any and all
HARVARD-formative marks to SPC (hereinafter, the "Serif-SPC Assignment");

      WHEREAS, Harvard is desirous of acquiring all of the right, title and
interest in and to the Marks and Registrations from SPC and Vizacom;

      WHEREAS, SPC and Vizacom are desirous of assigning all of their right,
title and interest in and to the Marks and Registrations to Harvard;

      NOW THEREFORE, in consideration of the promises and covenants contained
herein and for other good and valuable consideration, the sufficiency of which
is hereby acknowledged, Harvard, SPC and Vizacom agree as follows:

A.    TERMINATION OF 1989 CONSENT AGREEMENT

      1. Harvard and SPC hereby agree that the 1989 Consent Agreement, and the
parties' rights and obligations thereunder, are terminated.

B.    ASSIGNMENT

      2.

      a. ASSIGNMENT OF RIGHTS: SPC and Vizacom hereby irrevocably sell, grant,
convey, assign, transfer and set over to Harvard all of their worldwide right,
title, and interest in and to the Marks and the Registrations, including, but
not limited to, the


                                      -2-
<PAGE>

HARVARD-formative marks assigned to SPC in the Serif-SPC Assignment, and any
other marks, applications for trademark or service mark registration or
trademark or service mark registrations, or domain name registrations,
comprising, in whole or in part, the HARVARD mark, or any confusingly similar
mark, together with any and all goodwill of the business symbolized by the Marks
and Registrations, and the right to sue and recover for past and future
infringement of the Marks (hereinafter, the "Assignment");

      b. Except as provided in paragraph 9 herein, Vizacom and SPC agree never
to use, apply to register or register any mark comprising, in whole or in part,
the HARVARD mark or any confusingly similar mark.

      3. RECORDAL OF ASSIGNMENT: Vizacom and SPC agree that they will undertake
to record this Assignment as to all Registrations and to take any other steps
reasonably necessary to transfer ownership of the Registrations to Harvard.
Vizacom and SPC agree that they shall bear all expenses in connection with the
assignment of the Registrations to Harvard.

      4. COOPERATION: Vizacom and SPC agree to forward file-stamped copies of
documents submitted by SPC in the various Trademark Offices throughout the world
or other reasonable proof of filing to effectuate assignment of the
Registrations to Harvard within thirty (30) days of the effective date of this
Agreement. SPC and Vizacom agree to execute such additional documents as Harvard
reasonably deems necessary to enable Harvard to transfer ownership of the
Registrations to Harvard. SPC and Vizacom also agree to execute and/or provide
such additional documents as Harvard deems reasonably necessary to establish
Harvard's rights in the Marks and Registrations, including, but not limited to,
such documents to establish the dates of first use for the Marks by Harvard
through SPC and/or


                                      -3-
<PAGE>

Vizacom. Harvard agrees to execute such additional documents as SPC and Vizacom
reasonably deem necessary to enable SPC to transfer ownership of the
Registrations in any country throughout the world to Harvard.

      5. COMPENSATION: In full consideration of the transfer of rights to
Harvard herein, Harvard agrees to pay four hundred and twenty thousand United
States dollars (US $420,000.00) as follows:

            a. Harvard agrees to pay one hundred and seventy thousand United
States dollars (US $170,000.00) to Vizacom within fourteen (14) days of the
effective date of this Agreement. Such payment shall be in the form of a
certified check and shall be delivered to Vizacom via Federal Express overnight
delivery.

            b. Harvard agrees to pay two hundred and fifty thousand United
States dollars (US $250,000.00) to Vizacom within fourteen (14) days of
receiving file-stamped copies of documents submitted by SPC in the various
Trademark Offices throughout the world (or other reasonable proof of filing) to
effectuate assignment of the Registrations to Harvard. Such payment shall be in
the form of a certified check and shall be delivered to Vizacom via Federal
Express overnight delivery.

C.    TERMINATION OF 2001 SOFTWARE LICENSE AGREEMENT

      6. Contemporaneous with the execution of this Agreement, SPC shall
exercise its right to terminate the 2001 Software License Agreement in its
entirety.


                                      -4-
<PAGE>

D.    AUTHORIZATION TO USE

      7. In a separate document to be executed concurrently herewith, Harvard is
licensing to Serif the right to use certain HARVARD-formative marks in
connection with certain presentation, charting and clipart collection software
(the "Harvard-Serif License," an executed copy of which is annexed hereto as
Exhibit F).

      8. In a separate document to be executed concurrently herewith, Serif is
contracting with SPC, whereby SPC is granting Serif the right to manufacture the
software products referenced in paragraph 6 above (the "SPC-Serif Software
License Agreement," an executed copy of which is annexed hereto as Exhibit G).

      9. Harvard hereby expressly authorizes SPC to use the following
HARVARD-formative marks only within the software products (i.e., embedded in
code which causes the mark(s) to appear on the user's computer screen)
identified in, and solely for the purpose of fulfilling its obligations under,
the SPC-Serif Software License Agreement:

                      HARVARD GRAPHICS
                      HARVARD CHARTXL
                      HARVARD F/X
                      HARVARD SPOTLIGHT
                      HARVARD MONTAGE
                      HARVARD MONTAGE LIGHT
                      HARVARD GRAPHICS ADVISOR
                      HARVARD WEBSHOW
                      HARVARD CLIPART BROWSER

      10. The authorization expressly granted by Harvard to SPC in paragraph 9
above shall terminate upon the effective date of termination of the
Harvard-Serif License. Thereafter, SPC shall have no right to use any mark
comprising, in whole or in part, the HARVARD mark, or any confusingly similar
mark.

D.    MISCELLANEOUS PROVISIONS


                                      -5-
<PAGE>

      11. CHOICE OF LAW: The Agreement shall be interpreted under the laws of
the Commonwealth of Massachusetts.

      12. WAIVER: No provision of this Agreement may be waived unless in writing
and signed by the party benefited by the provision waived. The waiver by either
party of a provision of the Agreement shall not operate or be construed to
invalidate the balance of the provisions contained in the Agreement, which shall
continue to remain in full force and effect.

      13. SEVERABILITY: The finding by a court that a provision of the Agreement
is invalid shall not operate or be construed to invalidate the balance of the
provisions contained in the Agreement, which provisions shall continue to remain
in full force and effect.

      14. ENTIRE AGREEMENT: This Agreement contains the entire agreement between
the parties relating to the subject matter hereof, and no party has entered into
this Agreement based upon any promise, representation, warranty or covenant not
included herein. All prior proposals, discussions or writings are superseded
hereby. The terms of the Agreement shall be binding upon and shall insure to the
benefit of the parties and their successors, heirs and assigns.

      15. CONSULTATION WITH COUNSEL: The parties hereto acknowledge that each
has read this Agreement; that each fully understands its rights, privileges and
duties hereunder; that each is relying solely on its own judgment and belief as
to the adequacy of the consideration provided to the other; and that each enters
into this Agreement freely and voluntarily. Each party further acknowledges that
each has had the opportunity to consult with an attorney of its choice to
explain the terms of this Agreement and the consequences of signing it.


                                      -6-
<PAGE>

      16. COUNTERPARTS: This Agreement may be executed in counterparts, each of
which when executed shall be an original and a facsimile copy of this Agreement
signed by one party, transmitted to each party, and countersigned by each party
shall constitute a binding Agreement. All counterparts therefore shall
constitute one and the same document.

      17. AUTHORIZATION TO SIGN: Each person executing this Agreement warrants
that he or she is the duly authorized representative of the respective entity
designated below, and is fully empowered to execute this Agreement on its
behalf.

      18. UNCONDITIONAL GUARANTEE: Vizacom hereby agrees to be bound to the
terms of this Agreement and unconditionally guarantees all of SPC's obligations
hereunder. Specifically, Vizacom expressly agrees to assume any and/or all of
SPC's obligations under this Agreement in the event SPC cannot or does not
perform its obligation(s).


                                      -7-
<PAGE>

      IN WITNESS WHEREOF, the parties have caused this instrument to be duly
executed as of the dates indicated below:


President and Fellows of Harvard College           Vizacom, Inc.

By:   /s/ Joyce Brinton                            By: /s/  Alan Schoenbart
   ------------------------------------------         --------------------------

Name: Joyce Brinton                                Name:   Alan Schoenbart
     ----------------------------------------           ------------------------

Title: Director, Office for Technology and         Title: CFO
       Trademark Licensing Harvard University            -----------------------
      ---------------------------------------
Dated: October 2, 2002                             Dated: October 2, 2002
      ---------------------------------------             ----------------------


Software Publishing Corporation

By:    /s/ Alan Schoenbart
      --------------------------------------

Name:  Alan Schoenbart
      --------------------------------------

Title: CFO
      --------------------------------------

Dated: October 2, 2002
      --------------------------------------


                                      -8-
<PAGE>

                                EXHIBIT A - Marks

HARVARD
HARVARD GRAPHICS
HARVARD GRAPHICS ADVANCED PRESENTATIONS
HARVARD GRAPHICS ADVANCED PRESENTATIONS 2
HARVARD GRAPHICS 2
HARVARD GRAPHICS 3
HARVARD GRAPHICS 98
HARVARD GRAPHICS PRO PRESENTATIONS
HARVARD GRAPHICS PRO PRESENTATIONS 1
HARVARD GRAPHICS PRO PRESENTATIONS 2
HARVARD GRAPHICS EASY PRESENTATIONS
HARVARD GRAPHICS EASY PRESENTATIONS 1
HARVARD GRAPHICS ADVISOR
HARVARD GRAPHICS PUBLISHER
HARVARD GRAPHICS PRINT & PUBLISH
HARVARD GRAPHICS DRAW
HARVARD GRAPHICS 3D MAGIC
HARVARD GRAPHICS PHOTO PLUS
HARVARD GRAPHICS HOME PAGE CREATOR
HARVARD INSTANT CHARTS
HARVARD INSTANT CHARTS 1
HARVARD CHARTXL
HARVARD CHARTXL 2
HARVARD CHARTXL 3
HARVARD CHARTXL 98
HARVARD GALLERY
HARVARD GALLERY 1
HARVARD PUBLISHER
HARVARD DRAW
HARVARD DESIGNER
HARVARD 3D
HARVARD PHOTO PLUS
HARVARD HOME PAGE
HARVARD F/X
HARVARD SPOTLIGHT
HARVARD MONTAGE
HARVARD MONTAGE LITE
HARVARD WEBSHOW
HARVARD CLIPART BROWSER


                                      -9-
<PAGE>

                            EXHIBIT B - Registrations

--------------------------------------------------------------------------------
     Country                     Mark                  Reg. No.      Class(es)
     -------                     ----                  --------      ---------
--------------------------------------------------------------------------------
Argentina              HARVARD GRAPHICS                1.476.138     9
--------------------------------------------------------------------------------
Argentina              HARVARD GRAPHICS                1.467.418     16
--------------------------------------------------------------------------------
Australia              HARVARD                         B457985       9
--------------------------------------------------------------------------------
Benelux                HARVARD                         422027        9, 16
--------------------------------------------------------------------------------
Brazil                 HARVARD                         811811930     9
--------------------------------------------------------------------------------
Brazil                 HARVARD GRAPHICS                816013667     9
--------------------------------------------------------------------------------
Brazil                 HARVARD GRAPHICS                816013659     16
--------------------------------------------------------------------------------
Canada                 HARVARD                         333618
--------------------------------------------------------------------------------
Canada                 HARVARD DRAW                    419742
--------------------------------------------------------------------------------
Canada                 HARVARD GRAPHICS                403085
--------------------------------------------------------------------------------
Chile                  HARVARD GRAPHICS                366366        9, 16
--------------------------------------------------------------------------------
Finland                HARVARD GRAPHICS                141531        9, 16
--------------------------------------------------------------------------------
France                 HARVARD                         1.374.793     9, 16
--------------------------------------------------------------------------------
France                 HARVARD GRAPHICS                1.486.363     9, 16
--------------------------------------------------------------------------------
Germany                HARVARD GRAPHICS                DD653752      9, 16
--------------------------------------------------------------------------------
India                  HARVARD                         466134 B      9
--------------------------------------------------------------------------------
Ireland                HARVARD GRAPHICS                152,922       9
--------------------------------------------------------------------------------
Ireland                HARVARD GRAPHICS                152,921       16
--------------------------------------------------------------------------------
Italy                  HARVARD                         764335        9, 16
--------------------------------------------------------------------------------
Japan                  HARVARD GRAPHICS                2,688,917     9
--------------------------------------------------------------------------------
Japan                  HARVARD GRAPHICS                2,597,622     16
--------------------------------------------------------------------------------
Mexico                 HARVARD                         357305        9 (MX 26)
--------------------------------------------------------------------------------
New Zealand            HARVARD GRAPHICS                210818        9
--------------------------------------------------------------------------------
New Zealand            HARVARD GRAPHICS                210819        16
--------------------------------------------------------------------------------
Philippines            HARVARD GRAPHICS                66677         9,16
--------------------------------------------------------------------------------
Philippines            HARVARD GRAPHICS                9002          16
--------------------------------------------------------------------------------
Portugal               HARVARD GRAPHICS                275,524       9
--------------------------------------------------------------------------------
Portugal               HARVARD GRAPHICS                275,525       16
--------------------------------------------------------------------------------
Singapore              HARVARD GRAPHICS                              9, 16
--------------------------------------------------------------------------------
South Africa           HARVARD GRAPHICS                914407        9, 16
--------------------------------------------------------------------------------
South Korea            HARVARD                         205977        9 (39)
--------------------------------------------------------------------------------
Spain                  HARVARD                         1163488       9
--------------------------------------------------------------------------------
Sweden                 HARVARD GRAPHICS                310.983       9, 16
--------------------------------------------------------------------------------
Switzerland            HARVARD GRAPHICS                410802        9, 16
--------------------------------------------------------------------------------
United Kingdom         HARVARD                         1455706       16
--------------------------------------------------------------------------------
United Kingdom         HARVARD                         1294876       9
--------------------------------------------------------------------------------
United Kingdom         HARVARD GRAPHICS                1455858       9
--------------------------------------------------------------------------------
United Kingdom         HARVARD GRAPHICS                1455859       16
--------------------------------------------------------------------------------
United States          HARVARD and Design              1,581,122     9
--------------------------------------------------------------------------------
United States          HARVARD GRAPHICS (stylized)     1,576,068     9
--------------------------------------------------------------------------------
Venezuela              HARVARD GRAPHICS                90015180      9, 16
--------------------------------------------------------------------------------


                                      -10-
<PAGE>

                          Exhibit C: CONSENT AGREEMENT

      This Agreement is made as of this 29th day of June, 1989 by and between
President and Fellows of Harvard College, more commonly known as Harvard
University, of Cambridge, Massachusetts (the "University") and Software
Publishing Corporation, .a California Corporation having its principal place of
business at 1907. Landings Drive, Mountain View, California 94039-7210 ("SPC").

                                    Recitals

      A. The University is an established educational institution of worldwide
repute engaged in, inter alia, extensive computer related research, the
development and use of computer software and the provision of related
educational goods and services. Since its first involvement in such activities,
the University has used the name "HARVARD" in connection with the products and
services resulting from its, research and development. For example, the
University has distributed software under, the name "Harvard Business school
Case Software."

      B. On March 3, 7.989, the University submitted an application to the
United States Patent and Trademark office ("PTO") for registration of the name
"Harvard University" as a service mark for "educational services, namely
providing instruction and training at the undergraduate, graduate, postgraduate
and professional levels" in international class 41, claiming the date o(pound)
first use of the mark in commerce at least as early as 1827.

      C. SPC is an established corporation of worldwide repute engaged in the
development, manufacture, marketing and distribution of certain application
software for use on personal. Computers including certain project management
software known as "Harvard Project Manager" and graphics software known as
"Harvard Graphics" and various related products.

      D. On February 24, 1987, SPC filed with the PTO an application for
registration in the United states of America of "HARVARD" and Design, as set
forth in Exhibit A hereto, as a trademark for "computer programs prerecorded on
magnetic disks and instruction manuals therefore sold together" in international
class 9, claiming the date of first use of the mark in commerce as September 19,
1983. The application, identified by Serial No. 646041, was published by the PTO
on October 4, 1988. On August 25, 1988, SPC filed with the PTO an application
for registration in the United States of America of "HARVARD GRAPHICS"
(Stylized), as set forth in Exhibit B hereto, as a trademark for "computer
programs prerecorded on magnetic disks and instruction manuals sold as a unit"
in international class 9, claiming the date of first use of the mark in commerce
as at least by July 1987. The application is identified, by Serial No. 749563.


                                      -11-
<PAGE>

      E. On November 1,1988, the University filed with the PTO a request for
automatic extension of time to file an opposition to SPC's application
identified as Serial No. 646041.

      F. Since November 1988, the parties have been engaged: in discussions to
determine whether both parties may continue to use the "HARVARD" name without
such use resulting in confusion, deception or mistake in the marketplace with
respect to proprietorship in said name or with respect to the source of the
goods and services in relation to which such name is used.

      G. The parties have agreed that such confusion, deception and mistake will
not result as long as the "HARVARD" name, when used in relation to software and
related goods and services, is used by the parties solely in the manner set
forth in this Agreement.

      NOW THEREFORE, in consideration of the mutual premises and covenants
contained herein, the parties hereto agree as follows:

1. Definitions. As used in this Agreement, the following terms will have the
following meanings:

      1.1. The term "Name" shall mean the word "HARVARD".

      1.2. The term "SPC's Goods" shall mean the following application software
prerecorded on magnetic disks for use personal computers offered for sale by SPC
and instruction manuals therefore sold together as a unit:

            (a) Harvard Project Manager 3.0, also known by other titles in the
      marketplace such as Harvard Total Project Manager (the "Project Manager
      Program");

            (b) Harvard Graphics Version 2.1, also known by other titles in the
marketplace such as Harvard Presentation Graphics (the "Harvard Graphics
Program"), including

                  (i) Accessory Products fox the Harvard Graphics Program
including, without limitation, Harvard Graphics Business Symbols, Harvard
Graphics ScreenShow Utilities, Harvard Graphics U.S. MapMaker, Harvard Graphics
Designer Galleries and Harvard Graphics Quick Charts and

                  (ii) Harvard Graphics LAN Pack network of the Harvard Graphics
            program (Harvard Graphics Version 2.1. Accessory Products and LAN
            Pack.) (collectively, the "Graphics Programs"): and,

            (c) (i) Upgrades or enhancements to and derivative versions of the
      Project Manager or Graphics Programs, respectively,

                  (ii) Versions of the Project Manager or Graphics programs,
            respectively, for computers utilizing operating systems other than
            MS - DOS; and


                                      -12-
<PAGE>

            (d) Other application software for use on personal computers
      designed for business or commercial applications offered for sale by SPC
      using the Name; provided, however, that for purposes of this subparagraph
      1.2(d) the term "business or commercial applications:" shall exclude,
      without limitation, any such software which is designed or marketed for
      applications in the following areas:

                  (i) Educational instruction or training at the undergraduate,
            graduate, post-graduate or professional levels (other than training
            materials on how to use SPC's Goods);

                  (ii) Publishing (except to the extent permitted under Section
            2.2(f);

                  (iii) Scientific or academic research; or

                  (iv) Medical research or treatment.

            The University agrees that accessory products for the Harvard
      Graphics Program for the creation of type fonts, shall not constitute
      publishing software within the meaning of Section 1.2 (d) (ii).

      1.3. The term "Harvard school" shall mean either Harvard University or a
school, department, institution ox other organizational unit controlled by the
University.

      1.4. The term "Conditions" shall mean the conditions to each party's
consent to the other's use of the Name set forth in Sections 2.1 and 2.2 hereof.

      1.5 The term "Applications" shall mean the trademark applications referred
to in Recital D.

      1.6. The term "Trademarks" shall mean the marks which are the subjects of
the Applications.

2. Consent to Use.

      2.1. Consent By SPC. SPC hereby consents to the University's use of the
Name throughout the world in the manufacture, licensing, distribution and
marketing of software and related goods and services on the condition that the
Name; when used in connection with such activities, is used only in conjunction
with the name of a Harvard School.

      2.2. Consent By The University. The University hereby consents to SPC's
use of the Name throughout the world in relation to SPC's Goods on the following
conditions:

            (a) SPC agrees not to use the Name in a manner, or otherwise engage
      in conduct, which holds itself out as associated or affiliated with the
      University or any Harvard School and, in particular, agrees not to:


                                      -13-
<PAGE>

                  (i) Use any theme evoking education or academia in its
            advertising; and

                  (ii) Represent the Name in a color or typeface deceptively or
            confusingly similar with that used for the Name by the University;
            and

            (b) Beginning at the time of its next printing of any manuals which
      are part of SPC's Goods SPC agrees to include the following statement in
      print no smaller than 6 point type on the outside back panel of the
      package and on the page containing the copyright notice of each of its
      manuals upon which the Name appears or, if the manual does not contain a
      copyright notice, within one of the first three pages of such manual:

            "The Harvard ______________________program is a product of software
            Publishing Corporation and has no connection with Harvard
            University".

            (c) SPC acknowledges that the University traditionally has used the
      Name in serif typefaces, such as Baskerville, Palatino, Century Old Style
      and Trump Medieval as shown for the sake o(pound) example only on Exhibit
      C. SPC agrees, therefore, that it will not use any serif typeface for the
      Name in connection with SPC's Goods, including, without limitation, the
      serif typefaces shown on Exhibits A, B and C, without the express written
      consent of the University, except that SPC shall be free to use serif
      typefaces if the Name is depicted in all lower case letters.

                  (d) SPC acknowledges that the University has traditionally
            used the color crimson (whether denominated as burgundy, garnet,
            maroon or some other name) in association with its Name. SPC,
            therefore, agrees as follows:

                  (i) Prohibited Colors. That it will not use any color listed
            on Exhibit p in any packaging, advertising or promotional materials
            for SPC's Goods;

                  (ii) Prohibited Colors Except Fox Incidental Use. That it will
            not use any color listed on Exhibit E in any packaging, advertising
            or promotional materials fox SPC's Goods except for incidental use
            constituting not more than 15% of the surface area of any single
            item of packaging, advertising, or promotional materials. For
            purposes of the preceding sentence, each side of software packages
            shall be considered separate items of packaging. In addition, SPC
            agrees not to use any color listed on Exhibit E as a recurring
            design element in the packaging; advertising or promotion of a line
            or series of products consisting of SPC's Goods (including multiple
            accessories for a single product); and

                  (iii) Prohibited Colors in relationship to the Name. That it
            will under no circumstances use any color listed on Exhibits D, E,
            or F in or surrounding or as background for the Name.


                                      -14-
<PAGE>

      The prohibitions of sections (i) and (ii) above shall not apply to the
extent any colors described therein appear in color photographs used by SPC in
any packaging or in any advertising or promotional materials where such colors
are not used as a dominant or recurring theme.

      The colors listed in Exhibits D - F are based on the Pantone Color Formula
Guide, third printing (1986-87). SPC acknowledges that new colors are
periodically added to later editions of the Guide, and that colors can be
created which do not precisely match any color on Exhibits D - F. SPC agrees,
therefore, to act in good faith in determining the applicability of the
foregoing guidelines to any such new colors.

      The parties acknowledge that this section 2.2 (d) is an attempt to
establish objective guidelines for color usage in order to avoid confusion, but
that the application, of these guidelines may in some cases prohibit uses which
the University would not consider objectionable. SPC is, therefore, encouraged
to provide samples of proposed new packaging, advertising or promotional
materials to the University for its review, and the University may consent in
writing to the use of any such materials which it considers unlikely to cause
confusion notwithstanding these guidelines.

      (e) SPC shall not be prohibited froze continuing to use crimson packaging
and promotional materials for the Project Manager Program or the Graphics
Programs for MS-DOS operating systems or a serif typeface for the Name in
connection with the Project Manager Program or the Graphics Programs until
eighteen months from the date of this Agreement.

      (f) SPC has advised the University that it sold a product under the mark
"Harvard Professional Publisher" beginning in November 1986, that SPC no longer
sells this product, but that this product may still be available from certain
wholesale or retail sources not affiliated with SPC. The University agrees that
the continued availability of existing inventories of this product from such
sources shall not constitute a breach of this Agreement, but SPC agrees that it
will not market or sell under the Name this product, any modifications thereof,
any product for similar applications, or any other product which includes the
word "publish" or "publisher" or "publishing" in the product's name.

3.    Restraint Upon Use.

      3.1. SPC. SPC hereby agrees and undertakes to comply with the Conditions
set forth in section 2.2 above.

      3.2. University. The University hereby agrees and undertakes to comply
with the Conditions set forth in Section 2.1 above.

4.    Acknowledgement of Rights.

      4.1. Software. Each party acknowledges that the other party's use of the
Name in accordance with the restrictions set forth in the Conditions does not
infringe the rights of the other party in any way. Accordingly, each party
agrees, unless the other party fails to comply


                                      -15-
<PAGE>

with any of the conditions, to refrain from initiating any action or
proceedings, legal or otherwise, which may hinder the other in its use of the
Name with respect to the goods and services which are the subject of this
Agreement.

      4.2. Other Goods and Services.

            (a) Nothing contained in this Agreement shall affect or impair the
      University's rights to the Name, including its right to register the name,
      in relation to any goods or services other than those expressly dealt with
      herein. Furthermore, SPC hereby acknowledges the University's senior
      rights in the Name with respect to educational services, namely providing
      educational instruction and training at the undergraduate, graduate,
      post-graduate and professional levels.

            (b) SPC shall not use the Name or the Trademarks, on any goods other
      than SPC's Goods, or license the right to use the Name or Trademarks but
      SPC shall have the right to assign or license the right to use tie Name ox
      Trademarks on SPC's Goods under the provisions of Section 7.5 of this
      Agreement.

            (c) SPC shall not adopt or register any trade or service mark which
      incorporates the Name other than in connection with those products
      specified in section 7.2 of this Agreement.

5.    Disposition of Applications in the PTO.

      5.1. Action by SPC. Within five (5) business days from the date off this
Agreement, SPC shall file with the PTO amendments amending the Applications by
delimiting the identification of the goods in Application Serial No. 646041 to:

            "Computer programs prerecorded on magnetic disks, namely project
            management programs, and instruction manuals therefore sold
            together."

and in Application Serial No. 748563 to:

            "Computer programs prerecorded on magnetic disks, namely graphics
            programs, and instruction manuals sold as a unit."

      5.2. Action by University. Within five (5) business days of its receipt of
written notice from SPC that the PTO has amended both of the Applications in the
manner set forth in section 5.1, the University shall acknowledge in writing to
SPC that it will not file a Notice of opposition to either Application nor any
requests for further extensions of time in which to file such Notices, nor seek
cancellation of the registrations of the Trademarks.

      5.3 Actions by SPC and University. The parties agree to stipulate to
further extensions of time as necessary so as to accomplish the amendments to
the Applications set forth


                                      -16-
<PAGE>

in Section 5.1 and to preserve the University's rights to file Notices of
Opposition should the PTO not agree to said amendments.

6.    Continuing Obligations.

      6.1. Assistance. Each party agrees to execute any documents or perform any
act for the purpose of facilitating the other party's registration of the Name
as a trademark in a manner contemplated by this Agreement. Any expenses incurred
by the party providing such assistance shall be borne and paid by the other
party.

      6.2. Public Statement to Avoid Confusion. The parties shall develop a
joint statement to be issued to persons expressing any confusion as to the
source of goods or services of the respective parties in the event that either
party is approached by a person who is mistaken ox confused with respect to
proprietorship in the Name or with respect to the source of the goods or
services in relation to which the Name is used, that party shall promptly issue,
the prepared statement either orally ox in writing, as is appropriate, and
shall, promptly notify the other party of the incident, and both parties shall
cooperate to resolve any confusion.

7.    Miscellaneous Provisions.

      7.1. Applicable Law. This Agreement shall be interpreted in accordance
with the laws of the Commonwealth of Massachusetts.

      7.2. Entire Agreement. This Agreement states the entire understanding of
the parties with respect to its subject matter, and may not be modified or
amended except by a written instrument signed by both parties.

      7.3. Relationship of the Parties. Nothing in this Agreement shall
constitute either party as the partner, agent or legal, representative of any
other for any purpose whatsoever. Neither party shall act as, or represent it to
be, an, agent of any other party.

      7.4. Notice. Any notice given under this Agreement shall be in writing and
sent by registered or certified mail to the University at:

                           Harvard University
                           Massachusetts Hall (First Floor)
                           Cambridge, Massachusetts 02138
                           Attention: Daniel Steiner, Vice President

With a copy to:

                           John Taylor Williams, Esq.
                           Palmer & Dodge
                           One Beacon Street
                           Boston, Massachusetts 02108


                                      -17-
<PAGE>

and to SPC at:

                           Software Publishing Corporation
                           190,1 Landings Drive
                           Mountain View, California 94039?7210

                           Attention:       James Heffernan
                                            Chief Financial Officer

                           With a copy to:

                                            George C. Limbach, Esq.
                                            Limbach, Limbach & Sutton
                                            2001 Ferry Building
                                            San Francisco, California 94111

      If either party changes its address, it shall send a written notice of
such change to the other party.

      7.5. Assignment. This Agreement shall inure to the benefit of and be
binding upon the parties, their legal representatives and successors in
interest. This Agreement may not be assigned by either party without the written
permission of the other party except that SPC may Assign at any time its rights
and obligations under this Agreement to any successor of its entire business or
to any successor of its business in one or more of SPC's Goods to which this
Agreement relates so long as any such assignment requires the delivery to the
University of the assignee's written agreement to accept such assignment and be
bound thereby.

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
by their duly authorized representatives.


PRESIDENT.AND FELLOWS OF HARVARD COLLEGE

By:    /s/ Joyce Brinton
       --------------------------------
            Joyce Brinton

Title: Director
       --------------------------------

SOFTWARE PUBLISHING CORPORATION

By:    /s/ Fred M. Gibbons
       --------------------------------
            Fred M. Gibbons

Title: President/C.E.O.
       --------------------------------


                                      -18-
<PAGE>

                                    Exhibit A

APPLICANT:                     Software Publishing Corporation

ADDRESS:                       1901 Landings Drive
                               Mountain View, California 94039 - 7210

DATE OF FIRST USE:             September 19, 1983

FIRST USE IN
INTERSTATE COMMERCE:           September 19, 1983

GOODS OR SERVICES:             COMPUTER PROGRAMS PRERECORDED ON
                               MAGNETIC DISKS AND INSTRUCTION
                               MANUALS THEREFORE SOLD TOGETHER

                                     HARVARD


                                      -19-
<PAGE>

                                    Exhibit B

APPLICANT:                    SOFTWARE PUBLISHING CORPORATION
ADDRESS:                      1901 Landings Drive

                              Mountain View, California 94043

DATE CF FIRST USE:            At least by July 1987

FIRST USE IN
INTERSTATE COMMERCE:          At least by July 1987

GOODS:                        COMPUTER PROGRAMS PRERECORDED ON
                              MAGNETIC DISKS AND INSTRUCTION
                              MANUAIS SOLD AS A UNIT

                                     HARVARD
                                    Graphics


                                      -20-
<PAGE>

                                    Exhibit C

                                     Harvard

                                     Harvard

                                     HARVARD


                                      -21-
<PAGE>

                                    Exhibit D

                        Colors Hot to Be Used by SPC for
                      Packaging, Advertising or Promotional
                            Materials for SPC'S Goods

                                 Pantone Red 032

                                Pantone Warm Red

                               Pantone Rubine Red

                        173                      208
                        174                      209
                        179                      213
                        180                      214
                        185                      215
                        186                      216
                        187                      221
                        188                      222
                        192                      228
                        193                      229
                        194                      235
                        195                      484
                        199                      485
                        201                      492
                        202                      506
                        206
                        207

----------
*References are to Pantone Color Formula Guide, Third Edition


                                      -22-
<PAGE>

                                   EXHIBIT E*

                   Colors Prohibited except for Incidental Use

                                   Pantone 807

                             Pantone Process Magenta

                         160                       483
                         167                       490
                         181                       491
                         220                       499
                         227                       504
                         234                       505
                         241                       512
                         248                       518
                         255                       519
                         259                       520
                         477                       525
                         478

----------
*References are to Pantone Color Formula Guide, Third Edition


                                      -23-
<PAGE>

                                   EXHIBIT F*

                    Additional Colors Prohibited for the Name

                                   Pantone 805
                                   Pantone 806
                              Pantone Rhodamine Red

                        184                         233
                        191                         239
                        198                         240
                        205                         242
                        212                         493
                        219                         500
                        225                         507
                        226                         508

----------
*References are to Pantone Color Formula Guide, Third Edition


                                      -24-
<PAGE>

                   EXHIBIT D - 2001 Software License Agreement

SOFTWARE LICENSE AGREEMENT

      This agreement ("Agreement") is entered into as of March 31, 2001
("Effective Date"), by and between Software Publishing Corporation, a Delaware
corporation ("Licensor") and Serif (Europe) Limited, an English company
("Licensee").

                                    RECITALS

      WHEREAS, Licensor owns, develops and distributes the Software Products (as
defined below) and Licensee owns, develops and distributes the HG Branded
Products (as defined in clause 2.2 below); and

      WHEREAS, Licensee desires to acquire a license to use certain of
Licensor's trademarks with respect to certain of the Licensee's software
products and Licensor is willing to grant such rights to Licensee; and

      WHEREAS, Licensee desires to acquire the rights to develop and distribute
the Software Products, and Licensor is willing to grant such rights to Licensee.

      NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Licensor and Licensee hereby agree
as follows:

                                    ARTICLE I
                                   DEFINITIONS

1.1   "European Territory" means Europe.

1.2   "exploit" means to use, copy, package, market, distribute, display, sell
      and/or sub- license, and the terms "exploiting" and "exploitation" shall
      be interpreted accordingly.

1.3   "Intellectual Property Rights" means all patent, trademark, copyright,
      trade secret and other intellectual property rights recognized by law.

1.4   "inventory" means components and packaging for the Software Products and
      HG Branded Products used by the Licensee at the date of this Agreement for
      sale of such products and stored at the Licensee's premises at the date of
      this Agreement.

1.5   "Worldwide Territory" means anywhere in the world except the European
      Territory.

1.6   "Royalty and Royalties" has the meaning set forth in Section 4 hereof.

1.7   "Software Products" means those software products listed on Schedule 1.5
      hereto.

1.8   "Territory" means collectively the Worldwide Territory and the European
      Territory.

1.9   "2001 Term" means the period from April 1, 2001 through March 31, 2002.

                                   AGREEMENT


                                      -25-
<PAGE>

1.10  "2002 Term" means the period from April 1, 2002 through March 31, 2003.

                                   ARTICLE II
                                GRANT OF LICENSES

2.1   Software Licenses. Licensor grants Licensee, during the term of this
      Agreement or until terminated pursuant to Section 6.3.1, if earlier, (a)
      for the 2001 Term, an exclusive license to exploit the Software Products
      in the European Territory (the "European 2001 License"); (b) for the 2002
      Term, a non-exclusive license to exploit the Software Products in the
      European Territory (the "European 2002 License"); and (c) for the 2001
      Term and the 2002 Term, a non-exclusive license to exploit the Software
      Products in the Worldwide Territory (the "Worldwide License"; and together
      with the European 2001 License and European 2002 License, the "Software
      Licenses"). Each of the European 2002 License and the Worldwide License
      shall be automatically renewable (on a non-exclusive basis) for successive
      two year terms if there is and has been no failure on the part of Licensee
      to comply with all of the terms and conditions of this Agreement and, in
      each year of such respective license, with respect to the European 2002
      License and the Worldwide License, not less than an aggregate of $25,000
      in Royalties are paid to Licensor pursuant to such license.

2.2   Trademark License. Licensor grants Licensee, during the term of this
      Agreement or until terminated pursuant to Section 6.3.3, if earlier, a
      non-exclusive, non- transferable license (the "Trademark License") to use
      the "Harvard Graphics" name and trademark (the "Trademark") in the
      Territory for the purpose of exploiting the products listed on Schedule
      2.2 ("HG Branded Products") and subsequent modification thereof under the
      Trademark. Any use of the Trademark on products other than the HG Branded
      products must be approved by Licensor in writing in advance of such use.
      All such use of the Trademark must reference the Trademark as being owned
      by Licensor. Licensor retains the sole and exclusive right to own, hold,
      apply for registration of, and register, the Trademark, during the term of
      and after the termination or expiration of this Agreement. Licensee will
      neither take nor authorize any activity inconsistent with such right.

2.3   Non-Competition. (a) The Licensor shall not during the 2001 Term in any
      country within the European Territory exploit, nor license any third party
      to exploit, the Software Products; provided, that if the Trademark License
      terminates prior to the expiration of the 2001 Term, this section 2.3
      shall cease to have any force or effect; and

            (b) So long as the Software Licenses continue in effect, Licensor
      shall (i) not make any direct sale of Software Products in the Territory
      except pursuant to a strategic relationship established after the date of
      this Agreement with respect to the Software Products; and (ii) refer sales
      inquiries and reseller opportunities (except with respect to Microgistix)
      to Licensee and cooperate in the transfer of marketing and sales
      opportunities to Licensee, whether new or existing.

2.4   Technology License. Licensor hereby grants Licensee a non-exclusive

                                   AGREEMENT


                                      -26-
<PAGE>

      perpetual royalty-free license to use, in connection with the distribution
      of the products listed on Schedule 2.3, throughout the world any
      copyrighted material owned by Licensor which is currently incorporated
      into the existing software products listed on Schedule 2.3 (the
      "Technology") and subsequent modification thereof. For purposes of this
      Agreement, such license shall be referred to as the "Technology License".

2.5   Websites. Licensee shall have the exclusive right to operate the following
      websites of Licensor, subject to Licensor's reasonable approval (such
      approval not to be unreasonably withheld or delayed) of any content not
      directed to marketing and selling Software Products and/or HG Branded
      Products or which could create liability to Licensor or its affiliates:

                             www.harvardgraphics.com

2.6   Limitations. Licensee acknowledges that the Software Products and the
      Trademark, and all Intellectual Property Rights related thereto, whether
      affixed or applied to Serif products or otherwise, are the property of
      Licensor and Licensee has no rights in the foregoing except to the extent
      expressly granted by this Agreement.

2.7   Consents. Any license granted hereby that requires the consent or approval
      of a third party is made subject to such consent or approval being
      obtained if such consent or approval has not been obtained. Licensor shall
      use its reasonable best efforts to obtain any such consent or approval
      after the date hereof until such time as such consent or approval has been
      obtained. Licensor shall cooperate with Licensee to provide that, subject
      to Section 3.4, Licensee shall receive Licensor's interest in the benefits
      provided by such third party, provided that Licensee shall undertake to
      pay or satisfy the corresponding liabilities for the enjoyment of such
      benefit; provided, that nothing hereunder shall be deemed to be an
      assignment of any agreement giving rise to such benefits.

2.8   Compliance with Licensor Agreement. Licensee acknowledges that is has
      reviewed the terms of that certain Consent Agreement (the "Harvard
      University Agreement"), dated as of June 29, 1989, between Harvard
      University and Licensor. During the term of the Trademark License,
      Licensor shall comply with all of Licensor's restrictions and obligations
      under the Harvard University Agreement with respect to Licensee's
      exploitation of the Trademark.

                                   ARTICLE III
                                    SOFTWARE

3.1   Software. Licensor licenses the Software Products "as is" and "where is."
      Licensor shall not be obligated to provide any technical assistance or
      customer support.

3.2   Delivery. Licensee acknowledges that Licensor has no obligation to deliver
      additional source code for the Software Products. Licensee further
      acknowledges that it is in possession of existing inventory of the
      Software Products. Such inventory may be sold by Licensee,

                                   AGREEMENT


                                      -27-
<PAGE>

      provided that Licensor shall retain title to such inventory until the sale
      of any such inventory by Licensee, upon which event title to the proceeds
      from the sale of such units of inventory as shall have been sold shall
      vest in Licensor and remain Licensor's property until the cost of such
      sold inventory to Licensor and all Royalties payable hereunder are
      accounted for and paid by Licensee to Licensor. Attached hereto as
      Schedule 3.2 is a list of such inventory and the cost thereof to Licensor.
      To the extent that any of the inventory is determined by Licensor to be
      unsaleable, Licensor and Licensee will either cooperate in good faith in
      disposing of such unsaleable inventory or (i) at Licensor's request, such
      unsaleable inventory shall be returned to Licensor at Licensor's cost or
      (ii) at Licensee's request, the Licensor shall within 21 days of such
      request either collect or dispose of any such inventory.

3.3   Modification. During the 2001 Term, Licensee shall have the non-exclusive
      right to amend the source code and/or object code of the Harvard Graphics
      products that are part of the Software Products; provided that any such
      amendments do not interfere with the operability of any Harvard Graphics
      products. Licensee shall not include any third party technology which
      incur royalties to or require license agreements with third parties
      without the consent of the Licensor. Licensor shall have a perpetual
      royalty-free license to market, sell and use any such amendments and, upon
      request of Licensor, Licensee shall deliver to Licensor the source and
      object codes related to any and all such amendments. In any event, and
      whether or not requested by Licensor, Licensee shall deliver such
      amendments, if any, to Licensee no less often than quarterly. Licensee
      shall at all times keep Licensor fully informed as to any and all such
      amendments made and in the process of being made.

3.4   Expenses. (a) Licensee shall be responsible for and shall pay any and all
      expenses and/or license fees currently due and owing or payable to third
      party licensors with respect to the HG Branded Products (including
      royalties payable to third parties for embedded technology) and shall, in
      respect of any third party technology that it wishes to incorporate into
      the HG Branded Products pay any and all expenses payable to any such third
      parties in respect of such incorporation.

            (b) Licensor shall be responsible for and shall pay any and all
      expenses and/or license fees currently due and owing or payable to
      existing third party licensors in respect of the Software Products
      (including royalties payable to existing third parties for embedded
      technology but not with respect to Serif products).

3.5   Technical Support. Licensee shall provide technical support to all users
      of the Software Products at the expense of the Licensee.

3.6   Microgistix. Licensee shall treat Microgistix no less favorably than any
      other reseller of the Software Products.

                                   AGREEMENT


                                      -28-
<PAGE>

                                   ARTICLE IV
                           ROYALTY & PAYMENT PROCEDURE

4.1   Royalties. (a) In consideration for the licenses granted herein, Licensee
      shall pay Licensor in U.S. Dollars a royalty ("Royalty" or "Royalties"),
      payable within 30 days after the end of each calendar quarter with respect
      to such quarter commencing with the quarter ending June 30, 2001, as
      follows: (i) with respect to Software Products, 12.5% of Net Receipts; and
      (ii) with respect to any HG Branded Products by 3% of Net Receipts.
      Notwithstanding the foregoing, Licensor shall be entitled to 100% of the
      Net Receipts in connection with the OEM contract between Licensee and
      Microgistix. For purposes hereof, Net Receipts shall mean the amounts
      received by Licensee in connection with the sale, licensing or other
      commercial exploitation of the Software Products, including any amendments
      or improvements thereto, or HG Branded Products, as applicable, less (1)
      any refunds, credits, discounts, allowances, rebates, returns and
      adjustments consistent with normal business practices and (2) federal,
      state, foreign or other taxes or tariffs imposed on the Software Products
      or HG Branded Products, as applicable (not including any tax based on
      Licensee's net income) and (3) any set-off, deduction or withholding which
      the Licensee is required by law to set-off, deduct or withhold on behalf
      of taxing authorities with respect to payments to Licensor.

      (b) Together with each Royalty payment, Licensee shall deliver a report
      setting forth the Software Products and HG Branded Products shipped, sold
      and licensed, during the quarter to which the Royalty payment relates.
      Such report shall set forth in detail all information reasonably necessary
      to compute Net Receipts and Royalties due to Licensor relating to such
      quarter. In the event a Royalty payment is not received on its due date,
      such late payment shall accrue interest at a rate equal to the lesser of
      (a) 12% per annum or (b) the maximum rate permitted by law.

4.2   Books and Records. Licensee agrees to maintain adequate books and records
      relating to the production and distribution of the Software Products and
      the HG Branded Products, and the receipt of payment with respect thereto,
      which books shall be maintained in sufficient detail to enable Royalties
      due hereunder to be calculated.

4.3   Audit. Licensee agrees that Licensor or an accountant or other
      representative ("Auditor") acting on Licensor's behalf and at Licensor's
      expense may audit the books and records of Licensee which relate to the
      Software Products or the HG Branded Products and the quantity distributed
      or supplied pursuant to this Agreement for the purposes of determining the
      accuracy of Licensee's reports to Licensor. Licensor will provide to
      Licensee a copy of the Auditor's written report within thirty days after
      the audit is completed. Copies of all notes and work product shall remain
      confidential pursuant to Section 7 of this Agreement. Audits shall not
      occur more than twice per year and shall take place during normal business
      hours, upon prior written notice, in such manner so as not to unreasonably
      interfere with Licensee's business activities. If it is established by the
      Auditor that there has been an underpayment to Licensor of 7.5% or more of
      total Royalties due as at the date of the audit's completion, Licensee
      shall pay Licensor all costs of such audit, together with all unpaid
      Royalties.

                                   AGREEMENT


                                      -29-
<PAGE>

                                    ARTICLE V
                REPRESENTATIONS, WARRANTIES AND INDEMNIFICATIONS

5.1   WARRANTY DISCLAIMER.

      5.1.1 THE SOFTWARE PRODUCTS ARE PROVIDED AND LICENSED "AS IS" AND THERE
            ARE NO WARRANTIES, REPRESENTATIONS, OR CONDITIONS, EXPRESSED OR
            IMPLIED, WRITTEN OR ORAL, ARISING BY STATUTE, OPERATION OF LAW,
            COURSE OF DEALINGS, USAGE OF TRADE OR OTHERWISE, REGARDING THEM, OR
            ANY OTHER PRODUCT OR SERVICE PROVIDED HEREUNDER OR IN CONNECTION
            HEREWITH BY LICENSOR. LICENSOR DISCLAIMS ANY IMPLIED WARRANTY OR
            CONDITION OF MERCHANTABLE QUALITY, SATISFACTORY QUALITY,
            MERCHANTABILITY, DURABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. NO
            REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING BUT NOT
            LIMITED TO STATEMENTS REGARDING PERFORMANCE OR CONDITION OF THE
            SOFTWARE PRODUCTS, WHICH IS NOT CONTAINED IN THIS AGREEMENT, SHALL
            BE DEEMED TO BE A WARRANTY, CONDITION OR REPRESENTATION BY LICENSOR.

      5.1.2 LICENSEE NOT TO BIND. LICENSEE WILL GIVE AND MAKE NO WARRANTIES OR
            REPRESENTATIONS ON BEHALF OF LICENSOR AS TO QUALITY, MERCHANTABLE
            QUALITY, SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A
            PARTICULAR USE OR PURPOSE OR ANY OTHER FEATURES OF THE SOFTWARE
            PRODUCTS AND LICENSEE SHALL NOT INCUR ANY LIABILITIES, OBLIGATIONS
            OR COMMITMENTS ON BEHALF OF LICENSOR.

5.2   Compliance with Laws. Licensee shall comply with all laws, rules,
      regulations and industry standards, including, without limitation, export
      restrictions and prohibitions, existing with respect to its use, marketing
      and distribution of the Software Products and HG Branded Products and the
      performance by Licensee of its obligations hereunder in the jurisdictions
      where Licensee carries on activities under this Agreement and where the
      Software Products and HG Branded Products are distributed from time to
      time. For each country in which Licensee intends to distribute the
      Software Products or HG Branded Products, Licensee shall, at its own
      expense, obtain and arrange for all government approvals, consents,
      licenses, authorizations, declarations, filings, and registrations as may
      be necessary or advisable for the distribution of the Software Products
      and HG Branded Products according to the terms and conditions of this
      Agreement, including but not limited to foreign exchange approvals, import
      licenses, fair trade approvals, and customs clearance.

5.3   Intellectual Property Protection. Licensee will give Licensor prompt
      written notice of any such third party claim and fully cooperate with
      Licensor in the defense of such claim. In the event that Licensee becomes
      aware that a third party is potentially infringing on Licensor's
      Intellectual Property Rights licensed to Licensee hereunder, Licensee
      shall promptly notify Licensor thereof in writing. Licensor shall, to the
      extent it deems advisable, prosecute such infringement.

                                   AGREEMENT


                                      -30-
<PAGE>

5.4   Indemnification. Licensor will indemnify Licensee against any and all
      claims, demands, actions, costs (including all reasonable attorney's fees
      and expenses), awards, damages and any other losses and/or liabilities
      suffered by the Licensee and arising from or due to:

      5.4.1 any third party claims that the Software Products or the Trademark
            infringe the Intellectual Property Rights of such third party; and

      5.4.2 any claims by any customers of the Software Products and/or
            Technology under any of the Licensor's end-user licenses.

                                   ARTICLE VI
                                   TERMINATION

6.1   Immediate Termination. A party may immediately terminate this Agreement
      and all the licenses granted hereunder if the other party is declared
      bankrupt; makes a general assignment for the benefit of creditors; or
      suffers or permits the appointment of a receiver, provided such action is
      not dismissed within thirty days.

6.2   Material Breach. Either party may terminate this Agreement and all the
      licenses granted hereunder upon ten days written notice for breach of the
      terms of this Agreement unless such breach is cured within such ten days.
      In addition, Licensor may terminate this Agreement for non-payment of
      Royalties as provided hereunder unless Licensee cures such non-payment
      within five days of notice of non-payment.

6.3   Licensor's Right to Terminate.

      6.3.1 Licensor shall have the right to terminate the Software Licenses
            granted hereunder and the rights granted pursuant to Sections 2.2,
            2.3, 2.4 and 3.3, upon payment of a $75,000 termination fee to
            Licensee, (i) during the 2001 Term and 2002 Term, if either Vizacom
            Inc., the parent corporation of Licensor, or Licensor enters into a
            strategic relationship with respect to the Harvard Graphics products
            that are part of the Software Products, and (ii) at any time after
            the 2002 Term for any reason, in each case such termination to be
            effective sixty days after written notice thereof to Licensee.

      6.3.2 In the event aggregate Royalties do not exceed $25,000 under this
            Agreement during the 2001 Term, the 2002 Term or any succeeding
            twelve month period, the Licensor may terminate this Agreement
            without any liability or payment.

      6.3.3 Licensor shall have the right to terminate the Trademark License
            granted hereunder for any reason (i) during the 2001 Term or 2002
            Term, upon payment of a $45,000 termination fee to Licensee, and
            (ii) after the 2002 Term, without payment of a termination fee, such
            termination to be effective sixty days after written notice thereof
            to Licensee.

6.4   Effect of Termination.

                                   AGREEMENT


                                      -31-
<PAGE>

      6.4.1 In the event of any termination, Licensee shall pay to Licensor
            immediately all Royalties due up through the termination date.

      6.4.2 Replication of Software Products shall immediately cease upon
            termination of the Software License. Notwithstanding the foregoing,
            Licensee shall have the right to distribute any remaining inventory
            of Software Products for a period of three months after termination
            of the Software License, except that Licensee shall have the right
            to distribute any remaining inventory and continue to perform for
            the remainder of the term of existing OEM contracts, which shall
            have a maximum full term of no more than two years, in effect at the
            time of termination; provided that Licensee continues to pay
            Royalties to Licensor.

      6.4.3 Replication of HG Branded Products shall immediately cease upon
            termination of the Trademark License. Notwithstanding the foregoing,
            Licensee shall have the right to distribute any remaining inventory
            of such products for a period of three months after such
            termination, except that Licensee shall have the right to distribute
            any remaining inventory and continue to perform for the remainder of
            the term of existing OEM contracts, which shall have a maximum full
            term of no more than two years, in effect at the time of
            termination; provided that Licensee continues to pay Royalties to
            Licensor.

                                   ARTICLE VII
                                 CONFIDENTIALITY

7.1   Definition. Confidential Information means (a) information received by
      either party relating to this Agreement; (b) information disclosing any of
      the business practices of either party, as applicable, including without
      limitation, Licensor's or Licensee's pricing and marketing practices,
      revenue information and relationships with licensors, authorized
      resellers, or customers; (c) specifications or other technical information
      about or concerning the Software Products or business models; (d)
      information designated by either party as confidential in writing or, if
      disclosed orally, identified as confidential at the time of disclosure;
      and (e) the terms and conditions of this Agreement, but not the existence
      of this Agreement. It does not include information, technical data, or
      know-how which is (w) already published or available to the public other
      than by a breach of this Agreement; (x) rightfully received from a third
      party not in breach of any obligation of confidentiality; (y)
      independently developed by personnel or agents of the receiving party
      without access to the Confidential Information of the other party; or (z)
      produced in compliance with applicable law or a court order, provided that
      the receiving party first gives the disclosing party reasonable notice of
      such law or order, provides reasonable cooperation to the disclosing party
      in its efforts to lawfully limit disclosure, and gives the disclosing
      party opportunity to defend and/or attempt to limit such production.

                                   AGREEMENT


                                      -32-
<PAGE>

7.2   Confidentiality. During the term of this Agreement and thereafter, each
      party shall safeguard and keep confidential the other party's Confidential
      Information and will not, without prior written consent, disclose the
      other party's Confidential Information, in whole or in part, except as
      authorized in writing. Each party agrees to protect the Confidential
      Information as it would its own information of a like nature against
      unauthorized use, dissemination, or publication. No use of the
      Confidential Information is permitted except as authorized by the
      disclosing party and provided herein. Confidential Information may only be
      disclosed to agents or employees of the receiving party who need to know
      such information and in those instances only to the extent justified by
      that need.

7.3   Return. Upon termination of this Agreement and request of the disclosing
      party, the receiving party shall return all copies of the other party's
      Confidential Information to the other party or certify in writing that all
      copies of the Confidential Information have been destroyed. A party may
      return Confidential Information, or any part thereof, to the other party
      at any time. The obligations of this Section 7 will survive any return or
      destruction of the Confidential Information.

                                  ARTICLE VIII
                            ADMINISTRATIVE PROVISIONS

8.1   Entire Agreement. This Agreement represents the final, complete and
      exclusive agreement between the parties concerning the matters
      contemplated hereby. Any amendments or modifications to this Agreement
      must be in writing and signed by both parties to this Agreement.

8.2   Counterparts. This Agreement may be executed in counterparts, and a
      facsimile copy of this Agreement signed by Licensee, transmitted to
      Licensor, and countersigned by Licensor shall constitute a binding
      Agreement.

8.3   Severability; Waiver. This Agreement is severable and the invalidity of
      any term or condition shall not affect the validity of any other term or
      condition. Any delay or failure to enforce a provision of this Agreement
      shall not be deemed to constitute a waiver of the same.

8.4   Governing Law; Arbitration. This Agreement shall be governed by the laws
      of the United States and the State of New York (without regard to its
      principles of conflicts of laws) and any legal action brought pursuant to
      this Agreement shall be brought in the state or federal courts located in
      the Southern District of New York. Each of the parties hereto irrevocably
      consents to the exclusive jurisdiction of any state or federal court
      within the State of New York, in connection with any matter based upon or
      arising out of this Agreement or the matters contemplated herein, and
      agrees that process may be served upon them anywhere in the world.

8.5   Force Majure. Notwithstanding any provisions in this Agreement to the
      contrary, neither party shall be liable to the other, nor shall any breach
      of this Agreement occur, by reason of any delay or loss reasonably
      incurred by Acts of God, fire, natural disaster, governmental order,
      material shortages, war, riot, work stoppage or strike.

                                   AGREEMENT


                                      -33-
<PAGE>

8.6   Independent Contractors. The parties hereto shall for all purposes be
      deemed to be independent contractors. Nothing in this Agreement shall be
      construed as making either Licensor or Licensee the agent of, or in joint
      venture with, the other party.

8.7   Assignment. Neither party may assign this Agreement without the express
      written consent of the other party, except that no consent shall be
      required in the event of a merger, consolidation or sale of all or
      substantially all of the assets of either party. A change in control of
      Licensee shall be deemed an assignment for purposes hereof. The provisions
      of this Agreement shall inure to the benefit of and be binding upon the
      parties hereto, their successors or assigns.

8.8   Notices. All notices shall be in writing and either mailed or sent by
      facsimile or nationally recognized overnight courier to the parties at the
      addresses noted below to the attention of the appropriate persons. Notices
      may also be sent by confirmed delivery of electronic mail when the
      electronic mail addresses are known. All Royalty reports and payments will
      be sent to Licensor at the address set forth below. Either party may
      change the address for notices by giving notice to the other party as
      provided herein.

      If sent to Licensor:                    If sent to Licensee:

      Software Publishing Corporation         Serif (Europe) Limited
      c/o Vizacom Inc.                        Unit 12
      90 John Street                          Wilford Industrial Estate
      New York, NY  10038                     Nottingham, NG11 7EP
      Attn: Accounting Department             Attn: Financial Director
      Fax: 212-619-0054                       Fax: 0115 914 2020

      With a copy to:                         With a copy to:

      Neil M. Kaufman, Esq.                   Austin Moore, Esq
      Kaufman & Moomjian, LLC                 Gateley Wareing
      50 Charles Lindbergh Blvd.              Cumberland House
      Mitchel Field, NY  11553                35 Park Row, Nottingham
      Fax: 516-222-5110                       NG1 6EE
                                              Fax: 0115 988 6135

8.9   The provisions of Articles IV, V, VII and clauses 6.4, 8.4 and this shall
      survive termination of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the Effective Date.


SERIF (EUROPE) LIMITED                       SOFTWARE PUBLISHING CORPORATION


By: /s/ Gary Bates                               By:  /s/ Vincent DiSpigno
   --------------------------                    ---------------------------
   Name:  Gary Bates                               Name:  Vincent DiSpigno
   Title: Director                                        Title: President

                         Exhibit E: SETTLEMENT AGREEMENT

                                   AGREEMENT


                                      -34-
<PAGE>

      This Agreement (hereinafter, the Agreement") is effective as of October 1,
2002 by and between Serif Holdings Limited, an English corporation with its
principal place of business at The Software Centre, Unit 12, Wilford Industrial
Estate, Nottingham NG11 7EP, Serif (Europe) Limited, an English Company with its
principal place of business at The Software Centre, Unit 12, Wilford Industrial
Estate, Nottingham NG11 7EP, Serif Inc., a Delaware corporation with its
principal place of business at 107 Northeastern Boulevard, Nashua, New
Hampshire, 03062 (Serif Holdings Limited, Serif (Europe) Limited and Serif Inc.
are hereinafter referred to collectively as "Serif"), Software Publishing
Corporation ("SPC"), a Delaware corporation with its principal place of business
at 3512 Veterans Memorial Highway, Bohemia, New York, 11716, and Vizacom, Inc.
("Vizacom"), a Delaware corporation with its principal place of business at 3512
Veterans Memorial Highway, Bohemia, New York, 11716.

      WHEREAS, Serif may have ownership rights in and to certain
HARVARD-formative trademarks for use in connection with certain presentation,
charting and clipart collection software (hereinafter, the "Marks"), including,
but not limited to, the HARVARD-formative trademarks identified in Schedule A,
annexed hereto as Exhibit A;

      WHEREAS, Serif is desirous of assigning its ownership rights, if any, in
and to the Marks to SPC;

      WHEREAS, SPC is desirous of acquiring Serif's ownership rights, if any, in
and to the Marks;

                                   AGREEMENT


                                      -35-
<PAGE>

      WHEREAS, SPC and Serif (Europe) Limited are parties to a Software License
Agreement, a true and correct copy of which is annexed hereto as Exhibit B
(hereinafter, the "2001 Software License Agreement");

      WHEREAS, the parties desire to terminate the 2001 Software License
Agreement in its entirety and the parties' rights and obligations thereunder;

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

A.    COVENANTS, REPRESENTATIONS AND WARRANTIES

      1. Serif covenants, represents and warrants that it does not own any
right, title or interest in or to any of the Marks, or any mark comprising, in
whole or in part, the HARVARD mark, or any confusingly similar mark, anywhere in
the world other than the right to own and operate the harvardgraphics.com
domain name including without limitation using the Marks in any subdomain of
such domain name.

      2. Serif covenants, represents and warrants that it has not applied to
register, will not apply to register, and does not own any trademark or service
mark registrations for any of the Marks, or any mark comprising, in whole or in
part, the HARVARD mark, or any confusingly similar mark, anywhere in the world.

      3. Serif covenants, represents and warrants that it has not granted any
third party any rights in or to any of the Marks, whether by license, assignment
or otherwise other than licenses granted by Serif in the ordinary course of its
business only as follows:

      (a) licenses to end-users of software incorporating and/or displaying the
Marks; and

                                   AGREEMENT


                                      -36-
<PAGE>

      (b) the right for companies and other organizations within Serif's
distribution network to use the Marks only in connection with the promotion
and/or distribution of software incorporating and/or displaying the Marks.

B.    ASSIGNMENT

      4. Serif hereby quit claims and irrevocably sells, grants, transfers,
assigns, conveys and sets over to SPC, its successors and assigns, all of
Serif's worldwide right, title and interest, if any, in and to:

      (a) the Marks;

      (b) any mark comprising, in whole or in part, the HARVARD mark, and any
confusingly similar mark other than the harvardgraphics.com domain name;

      (c) the goodwill of the business symbolized by the Marks; and

      (d) the right to sue and recover for past and future infringement of the
Marks.

      5. Serif agrees that if additional documents, instruments or information
are required from time to time to confirm SPC's ownership of the Marks, or its
successors or assigns, Serif will, at SPC's sole cost, undertake any reasonably
requested actions to provide whatever is reasonably required in order to secure
to SPC, its successors or assigns the benefits of all rights hereby transferred.

      6. Serif agrees not to challenge use of the Marks by SPC, its successors
or assigns, or to oppose or object in any other manner to any application for
registration of the Marks by SPC, its successors or assigns, or to oppose or
object to any registration arising from any such application.

                                   AGREEMENT


                                      -37-
<PAGE>

C.    2001 SOFTWARE LICENSE AGREEMENT

      7. In consideration for SPC procuring the written consent of JP Morgan
Chase Bank to Serif reducing by US$30,000 (thirty thousand US dollars) its
payment due on December 31, 2002 to JP Morgan Chase Bank under the promissory
note dated March 31, 2001 issued by Serif Inc in favor of Vizacom and assigned
by Vizacom to JP Morgan Chase Bank on May 30, 2002, SPC and Serif agree that,
subject to the terms of this Agreement, the 2001 Software License Agreement is
hereby terminated in its entirety, together with the parties' rights and
liabilities thereunder, effective as of the date of this Agreement. Other than
as expressly set out in this Agreement, the parties hereby agree that SPC shall
not incur any additional penalty, fine, fee or any other liability to Serif
whatsoever for termination of the 2001 Software License Agreement.

      8. SPC agrees that it will not pursue or instigate any claims against
Serif whether under contract, tort, common law or statute which SPC may have at
the date of this Agreement or at any time in the future in respect of the 2001
Software License Agreement and/or its subject matter and/or the use of the Marks
to promote Software referred to in the 2001 Software License Agreement and SPC
confirms that it waives any and all such claims.

      9. Serif agrees that it will forward any outstanding royalties due to SPC
under the 2001 Software License Agreement on or before November 15, 2002.

D.    MISCELLANEOUS

      10. This Agreement together with the agreements referred to in this
Agreement constitute the entire Agreement between the parties in respect of the

                                   AGREEMENT


                                      -38-
<PAGE>

subject matter of this Agreement and no party has entered into this Agreement
based upon any promise, representation, warranty or covenant not included
herein.

      11. This Agreement constitutes a binding contract between the parties and
shall not be amended, rescinded or otherwise modified.

      12. This Agreement shall be binding upon and shall inure to the benefit of
the parties, their successors, assigns, subsidiaries, licensees, affiliated
companies, and all those in active concert or participation with them.

      13. The parties hereto acknowledge that each has read this Agreement; that
each fully understands its rights, privileges and duties hereunder; that each is
relying solely on its own judgment and belief as to the adequacy of the
consideration provided to the other; and that each enters into this Agreement
freely and voluntarily. Each party further acknowledges that each has had the
opportunity to consult with an attorney of its choice to explain the terms of
this Agreement and the consequences of signing it.

      14. This Agreement will be governed by and construed in accordance with
the laws of the State of New York.

      15. Counterparts: This Agreement may be executed in counterparts, each of
which when executed shall be an original and a facsimile copy of this Agreement
signed by one party, transmitted to each party, and countersigned by each party
shall constitute a binding Agreement. All counterparts therefore shall
constitute one and the same document.

                                   AGREEMENT


                                      -39-
<PAGE>

      16. Each person executing this Agreement warrants that he or she is the
duly authorized representative of the respective party designated below, and is
fully empowered to execute this Agreement on its behalf.

      17. Vizacom hereby agrees to be bound to the terms of this Agreement and
unconditionally guarantees all of SPC's obligations hereunder. Specifically,
Vizacom expressly agrees to assume any and/or all of SPC's obligations under
this Agreement in the event SPC cannot or does not perform its obligation(s).

      IN WITNESS WHEREOF, the parties have caused this instrument to be duly
executed as of the dates indicated below:


Software Publishing Corporation           Serif Holdings Limited

By: /s/ Alan Schoenbart                   By: /s/ David Southgate

Name:  Alan Schoenbart                    Name:  David Southgate
      -----------------------------            ---------------------------------
Title: CFO                                Title: Financial Director
       ----------------------------             --------------------------------
Dated: October 2, 2002                    Dated: October 2, 2002
      -----------------------------             --------------------------------


Serif (Europe) Limited                    Serif Inc.

By:    /s/ David Southgate                By:    /s/ Pete Beedham
Name:  David Southgate                    Name:  Pete Beedham
      -----------------------------            ---------------------------------
Title: Financial Director                 Title: VP Operations
       ----------------------------             --------------------------------
Dated: October 2, 2002                    Dated: October 2, 2002
      -----------------------------             --------------------------------


Vizacom Inc

By:    /s/ Alan Schoenbart
      -----------------------------
Name:  Alan Schoenbart
       ----------------------------
Title: CFO
      -----------------------------
Dated: October 2, 2002
      -----------------------------

                                   AGREEMENT


                                      -40-