DATED         31st March 2001
                         -----------------------------



                               (1) GW 313 LIMITED



                                (2) VIZACOM INC.
         (for itself and as trustee of Software Publishing Corporation)












                                    GUARANTEE
                                    ---------
            IN RESPECT OF CERTAIN OBLIGATIONS OF THE SERIF COMPANIES












                                 Edwards Geldard
                                 44 The Ropewalk
                                   Nottingham
                                     NG1 5EL

                               Tel: 0115 840 4499
                               Fax: 0115 840 4500
                                    DX: 10010
                                  Ref: MJR/LD

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THIS GUARANTEE is made on                                        31st March 2001

BETWEEN:-

(1)  GW 313  LIMITED  registered  in  England  and Wales  number  4180821  whose
     registered  office is at Windsor  House,  3 Temple Row,  Birmingham  B2 5JR
     ("the Guarantor"); and

(2)  VIZACOM  INC. a  corporation  incorporated  in the State of Delaware  whose
     principal place of business is situated at 3512 Veterans' Memorial Highway,
     Bohemia,  New York, 11716,  United States of America ("Vizacom") for itself
     and  as  trustee  of  Software   Publishing   Corporation   (together  "the
     Beneficiaries").

1.   Interpretation
     --------------

     1.1  On even date Vizacom has entered into a share sale  agreement with the
          Guarantor  ("the  Sale  Agreement")  providing  for  the  sale  to the
          Guarantor of the entire issued share capital of Serif Europe Limited

     1.2  Pursuant  to the  provisions  of the Sale  Agreement  there  have been
          executed by Serif  Europe  Limited,  Serif Inc.  and Serif Gmbh and/or
          Dialog 24 Limited  (together "the Companies") the Promissory Note, the
          Software  Licence  Agreement and the BAA Agreement (each as defined in
          the Sale Agreement)

     1.3  The  Guarantor  has agreed to  guarantee to the  Beneficiaries  on the
          terms set out below the full and prompt  performance  by the Companies
          of the  Promissory  Note, the Software  Licence  Agreement and the BAA
          Agreement (together "the Guaranteed Documents").

2.   Guarantee
     ---------

     2.1  In  consideration  of Vizacom  entering into the Sale Agreement and of
          Software  Publishing  Corporation  entering into the Software  Licence
          Agreement,   the  Guarantor  hereby  irrevocably  and  unconditionally
          guarantees to the  Beneficiaries  as primary obligor the full,  prompt
          and  complete   payment  and   discharge  by  the   Companies  to  the
          Beneficiaries of all monies obligations and other liabilities  whether
          of principal interest or otherwise which are or may now or at any time
          in the future be due owing or incurred by the Companies or any of them
          to the  Beneficiaries  or any  of  them  under  or in  respect  of the
          Guaranteed   Documents  and  whether  actual  or  contingent  and  the
          Guarantor  undertakes  with  the  Beneficiaries  that  if  any  of the
          Companies shall at any time default in the payment of any such sum due
          for payment by it to the  Beneficiaries  or any of them, the Guarantor
          will  forthwith  on  demand  by that  Beneficiary  pay such sum to the
          Beneficiary

     2.2  The  guarantee  contained in clause 2.1 is a continuing  guarantee and
          shall remain in force until all the  obligations  of the  Guarantor to
          the  Beneficiaries  under the terms of the  Guaranteed  Documents have
          been fully performed

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<PAGE>

     2.3  The  obligations  of the  Guarantor  under  clause  2.1  shall  not be
          affected by any act,  omission,  matter or thing  which,  but for this
          provision,  might  operate  to  release  or  otherwise  exonerate  the
          Guarantor from its obligations or affect such  obligations,  including
          without limitation and whether or not known to the Guarantor:-

          2.3.1 any time, indulgence, waiver or consent at any time given by the
                Beneficiaries  or  any  of  them  to any of the Companies or any
                other person;

          2.3.2 any compromise  or release of or abstention  from  perfecting or
                enforcing any right or remedies  against any of the Companies or
                any other person by the Beneficiaries or any of them;

          2.3.3 any  legal   limitation,   disability,   incapacity   or   other
                circumstances  relating  to any of the  Companies  or any  other
                person or any amendment to or variation of the terms of the Sale
                Agreement  or any  other  document   referred  to  in  the  Sale
                Agreement;

          2.3.4 any  irregularity,   unenforceability   or   invalidity  of  any
                obligations of the Companies or any of them, or the dissolution,
                amalgamation,   reconstruction   or  insolvency  of any  of  the
                Companies

          2.4   The guarantee  contained  in clause 2.1 may be  enforced  by the
                Beneficiaries without the  Beneficiaries  first taking any steps
                or proceedings against any of the Companies.

3.   Applicable Law
     --------------

     This  Guarantee  shall be governed by and construed in accordance  with the
     laws of  England  and the  parties  agree to  submit  to the  non-exclusive
     jurisdiction of the English courts.

                                       2

<PAGE>


EXECUTED as a Deed by                   )
GW 313 LIMITED                          )
acting by:-                             )

                                        Director:   /s/ James Bryce
                                        Director/Secretary:  /s/ David Southgate





EXECUTED as a deed by                   )       /s/ Vincent DiSpigno
VIZACOM INC. in accordance with         )
its constitution and the laws of the    )       /s/ Neil M. Kaufman
State of Delaware                       )



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