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.
<PAGE>

     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.

     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)

<PAGE>


          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
          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.

<PAGE>


                                   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,
          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

<PAGE>

          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.

                                   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

<PAGE>

          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.


                                    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,

<PAGE>


          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.

     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.
<PAGE>

     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.

          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
<PAGE>


                 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.

     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.

<PAGE>

                                  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.

     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

<PAGE>


          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
          8.9 shall survive termination of this Agreement.
<PAGE>



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