SOFTWARE PUBLISHING CORPORATION HOLDINGS, INC.

                          REGISTRATION RIGHTS AGREEMENT


     This REGISTRATION  RIGHTS AGREEMENT (this  "Agreement") is made and entered
into as of  October  23,  1997,  by and among  Software  Publishing  Corporation
Holdings, Inc., a Delaware corporation (the "Company"),  Howard Milstein, Ronald
Altman, Dr. Gerold M. Fleischner,  Stephen P. Rosenblatt and Patriot Group, L.P.
(each of such persons hereinafter referred to as a "Purchaser").

                              W I T N E S S E T H:

     WHEREAS,  pursuant to the  Subscription  Agreements  (each a  "Subscription
Agreement"),  between the Company and the individual Purchasers, with respect to
the  subscription  and sale to the  individual  Purchasers  of  shares of common
stock,  par value $.001 per share,  of the Company  (the  "Common  Stock") for a
purchase price of $1.063 per share, and the letter dated September 30, 1997 (the
"Altman  Letter"),  between  the  Company  and  Ronald  Altman  Associates  (the
"Financial  Advisor),  the Company has agreed to grant to all of the  Purchasers
certain  registration  rights and other  rights,  upon the terms and  conditions
hereinafter set forth.

     NOW,  THEREFORE,  in  consideration  of the above  premises  and the mutual
covenants  hereinafter set forth, and for good and valuable  consideration,  the
receipt and adequacy of which are hereby acknowledged, the parties hereto hereby
agree as follows:

1.   Definitions.

     (a) Defined Terms. As used in this Agreement, terms defined in the preamble
and forepart hereof and elsewhere herein shall have their assigned  meanings and
each of the following terms shall have the following  meanings (such definitions
to be applicable to both the plural and singular of the terms defined):

     (i) Registerable Securities.  The term "Registerable Securities" shall mean
the  shares of  Common  Stock of the  Company  which  (A) were  acquired  by the
Purchasers,  pursuant to their respective Subscription Agreements and the Common
Stock  issuable  upon the  exercise  of the Common  Stock  Purchase  Option (the
"Option") issued by the Company to Ronald Altman (the "Option Holder")  pursuant
to the Altman  Letter,  including,  in each case,  any shares of Common Stock or
other  securities  received in connection  with any stock split,  stock divided,
merger, reorganization, recapitalization, reclassification or other distribution
payable or  issuable  upon  shares of Common  Stock.  For the  purposes  of this
Agreement,  securities  will  cease  to be  Registerable  Securities  when (A) a
registration  statement  under  the  Securities  Act of 1933,  as  amended  (the
"Securities  Act"),  covering  such  Registerable  Securities  has been declared
effective and either such Registerable Securities have been disposed of pursuant

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to such effective registration statement or such registration statement has been
effective  for not less than 24 months,  (B) such  Registerable  Securities  are
distributed  to the public  pursuant  to the  Securities  Act or  pursuant to an
exemption from the registration  requirements of the Securities Act,  including,
but not limited to, Rules 144 and 144A promulgated  under the Securities Act, or
(C)  such  Registerable  Securities  have  been  otherwise  transferred  and the
Company,  in accordance with applicable law and  regulations,  has delivered new
certificates or other  evidences of ownership for such securities  which are not
subject to any stop transfer order or other restriction on transfer.

     (ii)  Rightsholders.  The term  "Rightsholders"  shall  include each of the
Purchasers,  in their capacities as holders of Registerable  Securities pursuant
to their respective Subscription  Agreements,  and all successors and assigns of
the Purchasers,  and the Option Holder,  and all transferees of the Registerable
Securities if such transfer  affirmatively  includes the transfer and assignment
of the rights of the transferor  Rightsholder  under this  Agreement;  provided,
however, the term "Rightsholders" shall not include any person or entity who has
sold,  transferred  or assigned  all of such  person's or entity's  Registerable
Securities.

     (b) Other  Capitalized  Terms.  Capitalized  terms not otherwise defined in
this  Agreement  shall  have  the  meanings   assigned  to  such  terms  in  the
Subscription Agreements or the Option.

     (c) The words  "hereof,"  "herein"  and  "hereunder"  and words of  similar
import when used in this Agreement  shall refer to this Agreement as a whole and
not to any  particular  provision  of  this  Agreement,  and  article,  section,
subsection,  paragraph,  clause,  schedule  and exhibit  references  are to this
Agreement unless otherwise specified.

2.   Demand Registration.

     (a) Right to Demand.  Subject to Section 2(b) hereof, at any time after the
date hereof,  the  Initiating  Holders (as defined in paragraph  2(f) below) may
make a written request to the Company for registration  under the Securities Act
of all or part of  their  Registerable  Securities  (a  "Demand  Registration").
Within 15 days after  receipt of a Demand  Request,  the Company shall deliver a
written notice (the "Notice") of such Demand Request to all other Rightsholders.
The Company will include in such Demand Registration all Registerable Securities
with  respect  to which the  Company  has been  given  written  requests  (each,
"Tag-Along  Request") for inclusion  therein  within 10 days after the giving of
the  Notice.  Each and every  Demand  Request  shall be  required to specify the
aggregate  amount of the  Registerable  Securities to be included in such Demand
Registration, the amount of Registerable Securities to be registered for each of
the  Initiating  Holders and the  intended  method(s)  of  disposition  thereof,
including  whether or not such  Demand  Registration  or  portion  thereof is to
relate to an underwritten offering, the name of the managing underwriter(s),  if
any, and the terms of any such  underwriting.  Each and every Tag-Along  Request
shall be  required  to  specify  the  amount of  Registerable  Securities  to be
registered in the Demand  Registration and the intended method(s) of disposition
thereof,  including whether or not the Registerable  Securities  subject to such
Tag-Along  Request or portion thereof is to relate to an underwritten  offering,
the  name of the  managing  underwriter(s),  if any,  and the  terms of any such

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underwriting.  Thereafter, the Company shall use commercially reasonable efforts
to file a  registration  statement  under  the  Act  covering  the  Registerable
Securities  within 30 days after  receipt of a Demand  Request and to cause such
registration   statement  to  become   effective   as  promptly  as   reasonably
practicable.  In the event  that such  registration  statement  is not  declared
effective  within 100 days after the  receipt of a Demand  Request,  the Company
shall pay each Rightsholder, as liquidated damages for such failure and not as a
penalty, one (1%) percent of the number of Registerable  Securities held by each
Rightsholder  multiplied  by $1.063 for each of the first two (2) months and two
(2%)  percent  of such  amount  per  month  thereafter  until  the  Registration
Statement  is  effective.  If the  Company  does not  remit the  damages  to the
Rightsholders  as set  forth  above,  the  Company  will  pay the  Rightsholders
reasonable costs of collection, including reasonable attorneys fees, in addition
to the  liquidated  damages.  Such  payment  shall be made to the  Rightsholders
immediately if the registration of the Registerable  Securities is not effected;
provided, however, that the payment of such liquidated damages shall not relieve
the  Company  from its  obligations  to  register  the  Registerable  Securities
pursuant to this Section 2.

     (b) Number of Demand Registrations;  Expenses. Subject to the provisions of
Paragraph 2(c) hereof, the Rightsholders shall be entitled, in the aggregate, to
one Demand  Registration,  the  Registration  Expenses  (as defined in Section 5
hereof) of which,  subject to the provisions of Section 5, shall be borne by the
Company.  The Company shall not be deemed to have effected a Demand Registration
unless and until a registration  statement effectuating such Demand Registration
is declared effective.

     (c) Priority on Demand Registrations.

     (i) Whenever the Company shall effect a Demand  Registration  in connection
with an  underwritten  offering  by one or more  Initiating  Holders,  no  other
securities,  including other Registerable Securities,  shall be included in such
Demand Registration, unless (A) the managing underwriter(s) with respect to such
Demand  Registration  shall have advised the Company and each Initiating  Holder
whose Registerable  Securities were included in the Demand Request,  in writing,
that the  inclusion of such other  securities  would not  adversely  affect such
underwritten  offering  or (B) each of the  Initiating  Holders  shall each have
consented in writing to the inclusion of such other securities.  In the event of
such written advice of the managing  underwriter(s) or unanimous consent of such
Initiating  Holders,  the  Company  will  include  in such  Demand  Registration
securities  in the  following  order of  priority  until the  maximum  number of
securities  included in the written  advice of the  managing  underwriter(s)  or
unanimous  consent of such Initiating  Holders shall be reached:  (A) first, pro
rata (based upon the amount of Registerable  Securities)  among the Registerable
Securities  included in the Demand Request which are subject to the underwritten
offering,   (B)  second,  pro  rata  (based  upon  the  amount  of  Registerable
Securities)  among the  Registerable  Securities of the  Rightsholders  who have
given a Tag-Along  Request  with respect to such Demand  Registration  where the
method of distribution shall be pursuant to an underwritten offering, (C) third,
pro rata  (based  upon the amount of  Registerable  Securities)  among all other
Registerable  Securities included in the Demand Request and Tag-Along Request(s)
and (D) fourth,  pro rata (based upon the amount of securities owned which carry
registration rights) among all other securities to which the Company has granted

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registration  rights  and for  which  a  request  for  inclusion  in the  Demand
Registration shall have been made.

     (ii) Whenever the Company shall effect a Demand  Registration in connection
with an offering of Registerable  Securities of Initiating Holders for which the
intended method(s) of distribution  shall not include an underwritten  offering,
and the holders of a majority of the Registerable  Securities which were subject
to the Demand Request shall advise the Company in writing that in the opinion of
such  Initiating  Holders the number of  securities  proposed to be sold in such
Demand  Registration  would  adversely  affect such  offering,  the Company will
include  in such  Demand  Registration  securities  in the  following  order  of
priority until the maximum  number of securities  included in the written advice
of such Initiating  Holders shall be reached:(A) first, pro rata (based upon the
amount of Registerable Securities) among the Registerable Securities included in
the Demand Request,  (B) second, pro rata (based upon the amount of Registerable
Securities)  among the  Registerable  Securities of the  Rightsholders  who have
given a Tag-Along  Request  with respect to such Demand  Registration  where the
method of distribution shall be pursuant to an underwritten offering, (C) third,
pro rata  (based  upon the amount of  Registerable  Securities)  among all other
Registerable  Securities included in the Demand Request and Tag-Along Request(s)
and (D) fourth,  pro rata (based upon the amount of securities owned which carry
registration rights) among all other securities to which the Company has granted
registration  rights  and for  which  a  request  for  inclusion  in the  Demand
Registration shall have been made.

     (iii) In the event that Initiating Holders and other Holders who have given
a  Tag-Along   Request  are  unable  to  have  registered  the  full  amount  of
Registerable  Securities  which they  requested to be  registered  pursuant to a
Demand Request or Tag-Along Request,  pursuant to the provisions of this Section
2, such Initiating Holders and other Rightsholders shall retain the right to one
Demand  Registration with respect to such unregistered  Registerable  Securities
subject to such Demand Request and Tag-Along Request.

     (d) INTENTIONALLY OMITTED

     (e)  Selection  of   Underwriters.   If  any  Demand   Registration  is  an
underwritten offering, the holders of a majority of the Registerable  Securities
to be included in such Demand Registration will select a managing underwriter or
underwriters  to  administer  the  offering,   which  managing   underwriter  or
underwriters shall be reasonably satisfactory to the Company.

     (f) "Initiating Holders" Defined. For purposes of this Agreement,  the term
"Initiating Holders" shall mean, on any given date, those Rightsholders  holding
Registerable  Securities.  The  Option  Holder  shall  not  be  deemed  to be an
Initiating  Holder and may not make a Demand  Request  pursuant to  subparagraph
2(a)  until the  earlier  of:  (A) the  second  anniversary  of the date of this
Agreement  or (B) the  occurrence  of a Change of  Control of the  Company.  For
purposes of this  Agreement,  a "Change in Control"  of the  Company,  or in any
person directly or indirectly controlling the Company, shall mean:


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          (i) a  change  in  control  as  such  term  is  presently  defined  in
     Regulation  240.12b-2 under the Securities Exchange Act of 1934, as amended
     (the "Exchange Act"); or

          (ii) if any "person" (as such term is used in Section  13(d) and 14(d)
     of the Exchange Act) other than the Company or any "person" who on the date
     of this  Agreement  is a director  or officer of the  Company,  becomes the
     "beneficial  owner" (as defined in Rule 13(d)-3  under the  Exchange  Act),
     directly or indirectly,  of securities of the Company  representing  twenty
     percent  (20%)  of the  voting  power  of the  Company's  then  outstanding
     securities; or

          (iii) if during any  period of two (2)  consecutive  years  during the
     term of this  Agreement,  individuals  who at the  beginning of such period
     constitute  the Board of Directors  cease for any reason to  constitute  at
     least a majority thereof, unless the election of each director who is not a
     director at the  beginning  of such period has been  approved in advance by
     directors  representing at least  two-thirds (2/3) of the directors then in
     office who were directors at the beginning of the period.

3.   Piggy-Back Registration.

     (a) If, at any time on or after the date  hereof and on or prior to October
22,  2002,  the Company  proposes  to file a  registration  statement  under the
Securities  Act with respect to an offering by the Company or any other party of
any class of equity security similar to any Registerable  Securities (other than
a  registration  statement  on  Form  S-4  or S-8 or  any  successor  form  or a
registration  statement  filed solely in connection  with an exchange  offer,  a
business  combination  transaction  or an offering of  securities  solely to the
existing  stockholders or employees of the Company),  then the Company,  on each
such occasion,  shall give written notice (each, a "Company  Piggy-Back Notice")
of such proposed filing to all of the Holders owning Registerable  Securities at
least 20 days before the anticipated filing date of such registration statement,
and such  Company  Piggy-Back  Notice  also shall be  required  to offer to such
holders  the  opportunity  to register  such  aggregate  number of  Registerable
Securities  as each such holder may  request.  Each such  holder  shall have the
right,  exercisable  for the 10 days  immediately  following  the  giving of the
Company  Piggy-Back  Notice,  to request,  by written  notice  (each,  a "Holder
Notice") to the Company, the inclusion of all or any portion of the Registerable
Securities of such holders in such registration statement. The Company shall use
reasonable   efforts  to  cause  the  managing   underwriter(s)  of  a  proposed
underwritten  offering to permit the  inclusion of the  Registerable  Securities
which were the subject of all Holder  Notices in such  underwritten  offering on
the same terms and conditions as any similar  securities of the Company included
therein.  Notwithstanding  anything to the contrary  contained in this Paragraph
3(a), if the managing  underwriter(s) of such  underwritten  offering delivers a
written opinion to the holders of Registerable Securities which were the subject
of all Holder  Notices that the total amount and kind of securities  which they,
the Company and any other person  intend to include in such  offering is such as
to materially and adversely affect the success of such offering, then the amount
of  securities  to be offered for the accounts of such holders and persons other
than the Company shall be eliminated or reduced pro rata (based on the amount of

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securities  owned which carry  registration  rights) to the extent  necessary to
reduce the total  amount of  securities  to be included in such  offering to the
amount recommended by such managing underwriter(s) in its written opinion.

     (b) Number of Piggy-Back  Registrations;  Expenses.  The obligations of the
Company  under this Section 3 shall be unlimited  with respect to each holder of
Registerable  Securities.  Subject to the  provisions  of Section 5 hereof,  the
Company will pay all  Registration  Expenses in connection with any registration
of Registerable Securities effected pursuant to this Section 3.

     (c)  Withdrawal or Suspension of  Registration  Statement.  Notwithstanding
anything contained to the contrary in this Section 3, the Company shall have the
absolute  right,  whether  before  or after the  giving of a Company  Piggy-Back
Notice or Holder Notice,  to determine not to file a  registration  statement to
which the holders shall have the right to include their Registerable  Securities
therein pursuant to this Section 3, to withdraw such  registration  statement or
to delay or suspend pursuing the effectiveness of such  registration  statement.
In the event of such a  determination  after the giving of a Company  Piggy-Back
Notice,  the Company shall give notice of such  determination  to all holders of
Registerable  Securities and, thereupon,  (i) in the case of a determination not
to register or to withdraw  such  registration  statement,  the Company shall be
relieved  of  its  obligation  under  this  Section  3 to  register  any  of the
Registerable  Securities in connection with such  registration,  and (ii) in the
case of a  determination  to  delay  the  registration,  the  Company  shall  be
permitted  to delay or  suspend  the  registration  of  Registerable  Securities
pursuant to this Section 3 for the same period as the delay in the  registration
of such other  securities.  No registration  effected under this Section 3 shall
relieve the Company of its  obligation  to effect any  registration  upon demand
otherwise granted to a holder under Section 2 hereof or any other agreement with
the Company.

4.   Registration Procedures.

     (a)  Obligations of the Company.  The Company will, in connection  with any
registration  pursuant  to  Section 2 or 3 hereof,  as  promptly  as  reasonably
practicable:

     (i) prepare  and file with the  Securities  and  Exchange  Commission  (the
"Commission")  a  registration   statement  under  the  Securities  Act  on  any
appropriate form chosen by the Company,  in its sole discretion,  which shall be
available for the sale of all  Registerable  Securities  in accordance  with the
intended  method(s) of distribution  thereof set forth in all applicable  Demand
Requests,  Tag-Along  Requests  and  Holder  Notices,  and use its  commercially
reasonable  efforts to cause such registration  statement to become effective as
soon  thereafter  as  reasonably  practicable;  provided,  that,  at least  five
business days before filing with the Commission of such registration  statement,
the Company shall furnish to each Rightsholder whose Registerable Securities are
included  therein  draft copies of such  registration  statement,  including all
exhibits thereto and documents  incorporated by reference therein, and, upon the
reasonable request of any such Holder,  shall continue to provide drafts of such
registration  statement until filed, and, after such filing,  the Company shall,
as diligently as practicable,  provide to each such Rightsholders such number of

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copies of such registration  statement,  each amendment and supplement  thereto,
the  prospectus  included  in  such  registration   statement   (including  each
preliminary  prospectus),  all exhibits  thereto and documents  incorporated  by
reference  therein and such other documents as such  Rightsholder may reasonably
request in order to facilitate the  disposition of the  Registerable  Securities
owned  by  such  Rightsholder  and  included  in  such  registration  statement;
provided,  further, the Company shall modify or amend the registration statement
as it relates to such  Rightsholder as reasonably  requested by such holder on a
timely basis,  and shall  reasonably  consider other changes to the registration
statement  (but not  including any exhibit or document  incorporated  therein by
reference) reasonably requested by such Rightsholder on a timely basis, in light
of the  requirements  of the  Securities Act and any other  applicable  laws and
regulations; and provided, further, that the obligation of the Company to effect
such registration and/or cause such registration  statement to become effective,
may be postponed  for (A) such period of time when the  financial  statements of
the  Company  required to be included  in such  registration  statement  are not
available (due solely to the fact that such financial  statements  have not been
prepared in the regular course of business of the Company) or (B) any other bona
fide corporate purpose, but then only for a period not to exceed 90 days.

     (ii)   prepare  and  file  with  the   Commission   such   amendments   and
post-effective  amendments  to a  registration  statement as may be necessary to
keep such registration  statement  effective for up to 24 months;  and cause the
related prospectus to be supplemented by any required prospectus supplement, and
as so  supplemented  to be filed to the  extent  required  pursuant  to Rule 424
promulgated under the Securities Act, during such 24 month period; and otherwise
comply with the provisions of the Securities Act with respect to the disposition
of all Registerable Securities covered by such registration statement during the
applicable  period in accordance  with the intended  method(s) of disposition of
such  Registerable   Securities  set  forth  in  such  registration   statement,
prospectus or supplement to such prospectus;

     (iii) notify the Rightsholders  whose Registerable  Securities are included
in such registration  statement and the managing  underwriter(s),  if any, of an
underwritten  offering of any of the  Registerable  Securities  included in such
registration  statement,  and  confirm  such  advice  in  writing,  (A)  when  a
prospectus or any  prospectus  supplement or  post-effective  amendment has been
filed,  and,  with respect to a  registration  statement  or any  post-effective
amendment,  when  the same  has  become  effective,  (B) of any  request  by the
Commission for amendments or supplements to a registration  statement or related
prospectus or for additional information,  (C) of the issuance by the Commission
of any stop order suspending the  effectiveness  of a registration  statement or
the  initiation  of any  proceedings  for that  purpose,  (D) if at any time the
representations  and  warranties  of the Company  contemplated  by clause (A) of
Paragraph 4(a)(x) hereof cease to be true and correct, (E) of the receipt by the
Company of any notification  with respect to the suspension of the qualification
of any of the  Registerable  Securities  for  sale  in any  jurisdiction  or the
initiation  or  threatening  of any  proceeding  for such purpose and (F) of the
happening  of any event  which  makes  any  statement  made in the  registration
statement,  the  prospectus  or any document  incorporated  therein by reference
untrue or which requires the making of any changes in the registration statement
or  prospectus  so that such  registration  statement,  prospectus  or  document

<PAGE>

incorporated by reference will not contain any untrue statement of material fact
or omit to state any material fact required to be stated therein or necessary to
make the statements therein not misleading;

     (iv)  make  reasonable  efforts  to  obtain  the  withdrawal  of any  order
suspending  the  effectiveness  of such  registration  statement at the earliest
possible moment and to prevent the entry of such an order;

     (v)  use  reasonable  efforts  to  register  or  qualify  the  Registerable
Securities  included in such registration  statement under such other securities
or blue sky laws of such  jurisdictions  as any Rightsholder  whose  Registrable
Securities are included in such registration  statement  reasonably  requests in
writing  and do any and all other  acts and  things  which may be  necessary  or
advisable to enable such  Rightsholder  to consummate  the  disposition  in such
jurisdictions of such Registerable  Securities;  provided, that the Company will
not be  required  to (A) qualify  generally  to do business in any  jurisdiction
where it would not  otherwise  be  required  to qualify  but for this  Paragraph
4(a)(v), (B) subject itself to taxation in any such jurisdiction or (C) take any
action  which  would  subject  it to  general  service  of  process  in any such
jurisdiction;

     (vi) make available for inspection by each Rightsholder  whose Registerable
Securities are included in such registration,  any underwriter(s)  participating
in  any  disposition   pursuant  to  such   registration   statement,   and  any
representative,  agent or employee of or attorney or accountant  retained by any
such  Rightsholder  or  underwriter(s)  (collectively,  the  "Inspectors"),  all
financial and other records, pertinent corporate documents and properties of the
Company (collectively, the "Records") as shall be reasonably necessary to enable
them  to  exercise  their  due  diligence  responsibility  (or  establish  a due
diligence  defense),  and cause the  officers,  directors  and  employees of the
Company to supply all information  reasonably requested by any such Inspector in
connection with such registration  statement;  provided,  that records which the
Company determines,  in good faith, to be confidential and which it notifies the
Inspectors are confidential shall not be disclosed by the Inspectors, unless (A)
the  release of such  Records is ordered  pursuant  to a subpoena or other order
from a court of competent  jurisdiction or (B) the disclosure of such Records is
required by any applicable law or regulation or any governmental regulatory body
with jurisdiction over such Rightsholder or underwriter; provided, further, that
such  Rightsholder or  underwriter(s)  agree that such holder or  underwriter(s)
will,  upon  learning  the  disclosure  of such  Records is sought in a court of
competent jurisdiction, give notice to the Company and allow the Company, at the
Company's expense, to undertake  appropriate action to prevent disclosure of the
Records deemed confidential;

     (vii) cooperate with the  Rightsholder  whose  Registerable  Securities are
included in such registration statement and the managing underwriter(s), if any,
to facilitate the timely  preparation and delivery of certificates  representing
Registerable  Securities  to be sold  thereunder,  not bearing  any  restrictive
legends, and enable such Registerable Securities to be in such denominations and
registered  in such  names as such  holder or any  managing  underwriter(s)  may
reasonably  request at least two business days prior to any sale of Registerable
Securities;


<PAGE>

     (viii) comply with all applicable  rules and  regulations of the Commission
and  promptly  make  generally  available  to its  security  holders an earnings
statement covering a period of twelve months commencing,  (A) in an underwritten
offering, at the end of any fiscal quarter in which Registerable  Securities are
sold to underwriter(s),  or (B) in a non-underwritten  offering,  with the first
month of the Company's  first fiscal quarter  beginning after the effective date
of such  registration  statement,  which  earnings  statement in each case shall
satisfy the provisions of Section 11(a) of the Securities Act;

     (ix) provide a CUSIP number for all Registerable  Securities not later than
the effective date of the  registration  statement  relating to the first public
offering of Registerable Securities of the Company pursuant hereto;

     (x)  enter  into  such  customary  agreements  (including  an  underwriting
agreement  in  customary  form)  and  take  all such  other  actions  reasonably
requested by the Rightsholders holding a majority of the Registerable Securities
included in such registration statement or the managing  underwriter(s) in order
to expedite and facilitate the disposition of such  Registerable  Securities and
in such connection, whether or not an underwriting agreement is entered into and
whether or not the registration is an underwritten  registration,  (A) make such
representations  and  warranties,  if any, to the  holders of such  Registerable
Securities and any  underwriter(s)  with respect to the registration  statement,
prospectus and documents  incorporated by reference,  if any, in form, substance
and scope as are customarily made by issuers to  underwriter(s)  in underwritten
offerings  and confirm the same if and when  requested,  (B) obtain  opinions of
counsel to the Company and updates thereof  addressed to each such  Rightsholder
and the  underwriter(s),  if any,  with respect to the  registration  statement,
prospectus and documents incorporated by reference, if any, covering the matters
customarily  covered in opinions  requested in  underwritten  offerings and such
other  matters  as  may  be  reasonably  requested  by  such  Rightsholders  and
underwriter(s),  (C) obtain a "cold comfort" letter and updates thereof from the
Company's   independent   certified   public   accountants   addressed  to  such
Rightsholders  and to the  underwriter(s),  if any,  which  letters  shall be in
customary  form and  cover  matters  of the type  customarily  covered  in "cold
comfort" letters by accountants in connection with underwritten  offerings,  and
(D) deliver such documents and  certificates  as may be reasonably  requested by
the  Rightsholders  holding  a  majority  of such  Registerable  Securities  and
managing  underwriter(s),  if any, to  evidence  compliance  with any  customary
conditions  contained in the underwriting  agreement or other agreement  entered
into by the Company;  each such action required by this Paragraph  4(a)(x) shall
be done at each closing under such  underwriting or similar  agreement or as and
to the extent required thereunder; and

     (xi)  if  requested  by the  holders  of a  majority  of  the  Registerable
Securities  included  in  such  registration  statement,  use  its  commercially
reasonable  efforts to cause all  Registerable  Securities which are included in
such registration  statement to be listed, subject to notice of issuance, by the
date  of the  first  sale  of  such  Registerable  Securities  pursuant  to such
registration statement, on each securities exchange, if any, on which securities
similar to the Registered Securities are listed.


<PAGE>

     (b) Obligations of  Rightsholders.  In connection with any  registration of
Registerable Securities of a Rightsholder pursuant to Section 2 or 3 hereof:

     (i) The Company  may  require  that each  Rightsholder  whose  Registerable
Securities are included in such  registration  statement  furnish to the Company
such information regarding the distribution of such Registerable  Securities and
such  Rightsholder  as the Company may from time to time  reasonably  request in
writing; and

     (ii) Each Rightsholder,  upon receipt of any notice from the Company of the
happening of any event of the kind described in clauses (B), (C), (E) and (F) of
Paragraph  4(a)(iii)  hereof,   shall  forthwith   discontinue   disposition  of
Registerable  Securities  pursuant to the registration  statement  covering such
Registerable  Securities until such Rightsholder's  receipt of the copies of the
supplemented  or amended  prospectus  contemplated  by clause  (A) of  Paragraph
4(a)(iii)  hereof,  or until  such  Rightsholder  is  advised  in  writing  (the
"Advice")  by the  Company  that  the use of the  applicable  prospectus  may be
resumed,  and until such  Rightsholder  has received copies of any additional or
supplemental filings which are incorporated by reference in or to be attached to
or included  with such  prospectus,  and, if so  directed by the  Company,  such
Rightsholder  will  deliver to the Company (at the expense of the  Company)  all
copies,  other  than  permanent  file  copies  then  in the  possession  of such
Rightsholder, of the current prospectus covering such Registerable Securities at
the time of receipt of such notice;  the Company  shall have the right to demand
that such Rightsholder or other holder verify its agreement to the provisions of
this  Paragraph  4(b)(ii)  in any Demand  Request,  Tag-Along  Request or Holder
Notice  of  the  Rightsholder  or  in  a  separate   document  executed  by  the
Rightsholder.

5.  Registration  Expenses.  All  expenses  incident  to  the performance of or
compliance with this Agreement by the Company,  including without imitation, all
registration and filing fees of the Commission,  The NASDAQ Stock Market,  Inc.,
the National  Association of Securities Dealers,  Inc. and other agencies,  fees
and  expenses  of  compliance  with  securities  or  blue  sky  laws  (including
reasonable  fees and  disbursements  of  counsel  in  connection  with  blue sky
qualifications  of the Registerable  Securities),  rating agency fees,  printing
expenses, messenger and delivery expenses, internal expenses (including, without
limitation,  all salaries and expenses of its officers and employees  performing
legal or accounting  duties),  the fees and expenses incurred in connection with
the listing,  if any, of the Registerable  Securities on any securities exchange
and  fees  and  disbursements  of  counsel  for the  Company  and the  Company's
independent certified public accountants  (including the expenses of any special
audit or "cold comfort" letters required by or incidental to such  performance),
Securities  Act or other  liability  insurance (if the Company  elects to obtain
such  insurance),  the fees and expenses of any special experts  retained by the
Company in connection  with such  registration  and the fees and expenses of any
other  person  retained  by the  Company  (but not  including  any  underwriting
discounts or commissions  attributable to the sale of Registerable Securities or
other  out-of-pocket  expenses  of the  Rightsholders,  or the agents who act on
their behalf, unless reimbursement is specifically approved by the Company) will
be  borne  by  the  Company.  All  such  expenses  are  herein  referred  to  as
"Registration Expenses." Notwithstanding the foregoing, the Company shall not be

<PAGE>

required to pay for any Registration Expenses of any Demand Registration if such
Demand  Request is  subsequently  withdrawn  at the  request of the holders of a
majority of the Registerable Securities included in such Demand Registration (in
which  case all  Rightsholders  which  requested  the  withdrawal  of the Demand
Registration shall bear such expenses pro rata);  provided that, if, at the time
of such withdrawal, such Rightsholders have learned of a material adverse change
in the  condition,  business or prospects of the Company from that known to such
Rightsholders at the time of their Demand Request,  such Rightsholders shall not
be required to pay any of such expenses.  In either event, if such Rightsholders
pay  in  full  the  expenses  of  such  withdrawn  Demand   Registration,   such
Rightsholders shall retain the right to one Demand Registration.

6.   INTENTIONALLY OMITTED

7.   Indemnification: Contribution.

     (a)  Indemnification  by the Company.  The Company  agrees to indemnify and
hold harmless, to the full extent permitted by law, each Purchaser, its officers
and directors and each person who controls such Purchaser (within the meaning of
the Securities  Act), if any, and any agent thereof against all losses,  claims,
damages,  liabilities and expenses incurred by such party pursuant to any actual
or threatened suit, action,  proceeding or investigation  (including  reasonable
attorney's fees and expenses of investigation)  arising out of or based upon any
untrue  or  alleged  untrue  statement  of a  material  fact  contained  in  any
registration statement,  prospectus or preliminary prospectus or any omission or
alleged  omission to state therein a material fact required to be stated therein
or necessary to make the statements therein (in the case of a prospectus, in the
light of the  circumstances  under which they were made) not misleading,  except
insofar as the same arise out of or are based upon, any such untrue statement or
omission  based upon  information  with respect to such  Purchaser  furnished in
writing to the Company by such Purchaser expressly for use therein.

     (b)  Indemnification  by Rightsholder.  In connection with any registration
statement in which a Rightsholder is participating,  each such Rightsholder will
be required to furnish to the Company in writing such  information  with respect
to such  Rightsholder as the Company  reasonably  requests for use in connection
with any such registration statement or prospectus, and each Rightsholder agrees
to the extent it is such a Rightsholder of Registerable  Securities  included in
such  registration  statement,  and  each  other  such  holder  of  Registerable
Securities included in such Registration Statement will be required to agree, to
indemnify,  to the full extent permitted by law, the Company,  the directors and
officers of the Company and each  person who  controls  the Company  (within the
meaning  of the  Securities  Act) and any agent  thereof,  against  any  losses,
claims, damages,  liabilities and expenses (including reasonable attorney's fees
and expenses of investigation)  incurred by such party pursuant to any actual or
threatened suit,  action,  proceeding or  investigation  arising out of or based
upon any untrue or alleged  untrue  statement of a material fact or any omission
or alleged omission of a material fact necessary, to make the statements therein
(in the case of a prospectus, in the light of the circumstances under which they
are made) not  misleading,  to the  extent,  but only to the  extent,  that such

<PAGE>

untrue  statement  or  omission  is  based  upon  information  relating  to such
Rightsholder or other holder  furnished in writing to the Company  expressly for
use therein.

     (c) Conduct of  Indemnification  Proceedings.  Promptly after receipt by an
indemnified  party under this Section 7 of written notice of the commencement of
any action, proceeding,  suit or investigation or threat thereof made in writing
for which  such  indemnified  party may claim  indemnification  or  contribution
pursuant to this Agreement,  such indemnified  party shall notify in writing the
indemnifying party of such commencement or threat; but the omission so to notify
the  indemnifying  party  shall not  relieve  the  indemnifying  party  from any
liability which the  indemnifying  party may have to any  indemnified  party (i)
hereunder, unless the indemnifying party is actually prejudiced thereby, or (ii)
otherwise than under this Section 7. In case any such action, suit or proceeding
shall be brought against any indemnified  party, and the indemnified party shall
notify the  indemnifying  party of the  commencement  thereof,  the indemnifying
party shall be entitled to participate  therein and the indemnifying party shall
assume  the  defense  thereof,  with  counsel  reasonably  satisfactory  to  the
indemnified party, and the obligation to pay all expenses relating thereto.  The
indemnified  party shall have the right to employ  separate  counsel in any such
action,  suit or proceeding and to participate in the defense  thereof,  but the
fees and  expenses of such counsel  shall be at the expense of such  indemnified
party  unless  (i) the  indemnifying  party  has  agreed  to pay  such  fees and
expenses, (ii) the indemnifying party shall have failed to assume the defense of
such action, suit or proceeding or to employ counsel reasonably  satisfactory to
the indemnified  party therein or to pay all expenses  relating thereto or (iii)
the named  parties to any such action or  proceeding  (including  any  impleaded
parties) include both the indemnified  party and the indemnifying  party and the
indemnified  party shall have been  advised by counsel  that there may be one or
more legal defenses  available to the indemnified party which are different from
or additional to those available to the indemnifying  party and which may result
in a conflict  between the  indemnifying  party and such  indemnified  party (in
which case, if the indemnified party notifies the indemnifying  party in writing
that the indemnified  party elects to employ separate  counsel at the expense of
the  indemnifying  party,  the  indemnifying  party  shall not have the right to
assume the defense of such  action or  proceeding  on behalf of the  indemnified
party; it being understood,  however,  that the indemnifying party shall not, in
connection  with  any one  such  action,  suit or  proceeding  or  separate  but
substantially  similar  or related  actions,  suits or  proceedings  in the same
jurisdiction  arising out of the same general  allegations or circumstances,  be
liable for the fees and expenses of more than one separate  firm of attorneys at
any time for the indemnified party, which firm shall be designated in writing by
the indemnified  party,  subject to the reasonable  approval of the indemnifying
party).

     (d)  Contribution.  If the  indemnification  provided for in this Section 7
from the indemnifying  party is unavailable to an indemnified party hereunder in
respect of any losses,  claims,  damages,  liabilities  or expenses  referred to
therein,  then the indemnifying  party, in lieu of indemnifying such indemnified
party,  shall contribute to the amount paid or payable by such indemnified party
as a result of such losses, claims, damages, liabilities or expenses (i) in such
proportion as is  appropriate to reflect the relative  benefits  received by the
indemnifying  party on the one hand and the  indemnified  party on the  other or
(ii) if the  allocation  provided  by  clause  (i)  above  is not  permitted  by

<PAGE>

applicable  law, in such  proportion as is  appropriate  to reflect not only the
relative  benefits  received by the  indemnifying  party on the one hand and the
indemnified  party on the other but also the relative fault of the  indemnifying
party  and  indemnified   party,  as  well  as  any  other  relevant   equitable
considerations.   The  relative  fault  of  such  indemnifying   party  and  the
indemnified  parties  shall be  determined  by reference to, among other things,
whether any action in question, including any untrue or alleged untrue statement
of a material fact or omission or alleged omission to state a material fact, has
been made by, or relates to information  supplied by, such indemnifying party or
indemnified  parties,  and the parties'  relative intent,  knowledge,  access to
information and  opportunity to correct or prevent such action.  The amount paid
or payable by a party as a result of the losses,  claims,  damages,  liabilities
and  expenses  referred  to above  shall be deemed to  include,  subject  to the
limitation  set  forth in  Section  7(e),  any legal or other  fees or  expenses
reasonably  incurred  by such  party in  connection  with any  investigation  or
proceeding.

     The  parties  hereto  agree  that it  would  not be just and  equitable  if
contribution  pursuant  to this  Paragraph  7(d)  were  determined  by pro  rata
allocation or by any other method of allocation which does not take into account
the  equitable  considerations  referred  to in  clauses  (i)  and  (ii)  of the
immediately    preceding    paragraph.    No   person   guilty   of   fraudulent
misrepresentation  (within the meaning of Section 11(f) of the  Securities  Act)
shall be  entitled  to  contribution  from any person who was not guilty of such
fraudulent misrepresentation.

     (e) Limitation.  Anything to the contrary contained in this Section 7 or in
Section 8 notwithstanding,  no Rightsholder of Registerable  Securities shall be
liable for  indemnification and contribution  payments  aggregating an amount in
excess of the maximum amount  received by such  Rightsholder  in connection with
any sale of Registerable Securities as contemplated herein.

8.   Participation  in  Underwritten   Registration.   No   Rightsholder   may
participate in any underwritten  registration hereunder unless such Rightsholder
(a) agrees to sell such  Rightsholder's  securities on the basis provided in any
underwriting  arrangements approved by the persons entitled hereunder to approve
such  arrangements and to comply with Rules 10b-6 and 10b-7 under the Securities
Exchange Act of 1934,  as amended (the  "Exchange  Act"),  and (b) completes and
executes all questionnaires,  appropriate and limited powers of attorney, escrow
agreements, indemnities,  underwriting agreements and other documents reasonably
required under the terms of such underwriting  arrangement;  provided,  that all
such documents shall be consistent with the provisions of Section 4 hereof.

9.   Rule 144 and Rule 144A.  For a five year  period  following  the  date of
this  Agreement,  the  Company  covenants  that it will  timely file the reports
required to be filed by the Company  under the  Securities  Act and the Exchange
Act and the rules and regulations adopted by the Commission  thereunder.  In the
event the Company is not required to file such reports,  then in such case, upon
the  request of any  Rightsholder  of  Registerable  Securities,  make  publicly
available other  information to the extent,  and so long as, necessary to permit
sales pursuant to Rule 144 or Rule 144A  promulgated  under the Securities  Act,
and it will take such further action as any Rightsholder may reasonably request,
all to the extent required from time to time to enable such Rightsholder to sell

<PAGE>

the Registerable  Securities of such Rightsholder without registration under the
Securities Act within the limitation of the exemptions  provided by Rule 144 and
Rule 144A under the  Securities  Act, as such Rules may be amended  from time to
time, or any similar rule or regulation hereafter adopted by the Commission,  in
each  case  to the  extent  such  rules  may  otherwise  be  available  to  such
Rightsholder.  Upon the reasonable request of any Rightsholder, the Company will
deliver to such  Rightsholder a written  statement as to whether it has complied
with such requirements.

10.  Additional Provisions.

     (a)  Amendments  and Waivers.  Except as  otherwise  provided  herein,  the
provisions of this Agreement may not be amended,  modified or supplemented,  and
waivers or consents to departures  from the  provisions  hereof may not be given
without the written consent of the Company and all of the Rightsholders.

     (b)  Notices.  All  requests,  demands,  notices  and other  communications
required or otherwise given under this Agreement shall be sufficiently  given if
delivered by hand against  written receipt  therefor,  or forwarded by overnight
courier or mailed by registered or certified mail, postage prepaid, addressed as
follows:

     If to the Company, to:     Software Publishing Corporation Holdings, Inc.
                                11 North Market Street
                                San Jose, California 95113
                                Attention: Mr. Barry Cinnamon, Chairman

     with a copy to:            Moritt, Hock & Hamroff, LLP
                                400 Garden City Plaza - Suite 202
                                Garden City, New York  11530
                                Attention: Neil M. Kaufman, Esq.

     If to Howard Milstein, to: c/o Douglas Elliman
                                575 Madison Avenue
                                3rd Floor
                                New York, New York 10022

     with a copy to:            Adam Eilenberg, Esq.
                                Eilenberg & Zivian
                                666 Third Avenue
                                30th Floor
                                New York, New York 10017


<PAGE>

     If to Altman, Fleischner,
      Rosenblatt or Patriot Group, L.P.  c/o Ronald L. Altman
                                         15 Powder Hill Road
                                         Waccabuc, New York 10597

or, in the case of any of the  parties  hereto,  at such  other  address as such
party shall have furnished in writing,  in accordance with this Paragraph 10(b),
to each of the other parties hereto. Each such request,  demand, notice or other
communication shall be deemed given (i) on the date of delivery by hand, (ii) on
the first business day following the date of delivery to an overnight courier or
(iii) three business days following mailing by registered or certified mail.

     (c) Successors and Assigns: Rightsholders as Beneficiaries.  This Agreement
shall  inure to the  benefit of and be  binding  upon the  parties  who or which
execute the signature page hereto and their  respective  successors and assigns.
Nothing in this Agreement shall be deemed to impose on any of the  Rightsholders
any obligations to or in respect of any other Rightsholder.

     (d)  Counterparts.  This  Agreement  may  be  executed  in  any  number  of
counterparts and by the parties hereto in separate  counterparts,  each of which
when so  executed  shall be  deemed  to be an  original  and all of which  taken
together shall constitute one and the same agreement.

     (e)  Headings.  The  headings  in this  Agreement  are for  convenience  of
reference only and shall not limit or otherwise affect the meaning hereof.

     (f)  Governing  Law. This  Agreement  shall be governed by and construed in
accordance  with  the  laws of the  State  of New  York  without  regard  to the
conflicts of laws principles thereof.

     (g) Severability:  Specific Enforcement.  In the event that any one or more
of  the  provisions   contained  herein,  or  the  application  thereof  in  any
circumstances,  is held invalid, illegal, or unenforceable in any respect of any
reason, the validity, legality and enforceability of any such provision in every
other respect and of the remaining  provisions  contained herein shall not be in
any  way  impaired  thereby,  it  being  intended  that  all of the  rights  and
privileges  of the  Rightsholders  and the Company shall be  enforceable  to the
fullest  extent  permitted  by law.  Each of the  Rightsholders  and the Company
acknowledges  that the other parties hereto would not have an adequate remedy at
law for money  damages in the event that any of the  covenants or  agreements of
any other party in this  Agreement  were not  performed in  accordance  with its
terms and therefore  agrees that the other parties shall be entitled to specific
enforcement  of  such  covenants  or  agreements  and to  injunctive  and  other
equitable relief in addition to any other remedy to which it may be entitled, at
law or in equity.

     (h) Entire Agreement; Survival;  Termination. This Agreement is intended by
the  parties as a final  expression  of their  agreement  and  intended  to be a
complete and  exclusive  statement of the  agreement  and  understanding  of the
parties  hereto in respect of the subject matter  contained  herein and therein.
There are no restrictions, promises, warranties or undertakings, with respect to

<PAGE>

the subject matter hereof,  other than those set forth or referred to herein and
therein.  This Agreement,  the Option and Subscription  Agreements supersede all
prior  agreements  and  understandings  between the parties with respect to such
subject matters.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.

                              SOFTWARE PUBLISHING CORPORATION HOLDINGS, INC.


                              By: /s/Barry A. Cinnamon
                                     Barry A. Cinnamon, President


                              /s/Howard Milstein
                              Howard Milstein


                              /s/Ronald Altman
                              Ronald Altman


                              /s/Gerold M. Fleischner
                              Dr. Gerold M. Fleischner


                              /s/Stephen Rosenblatt
                              Stephen P. Rosenblatt


                              PATRIOT GROUP, L.P.

                              By:/s/Peter J. Wasserman
                              Peter J. Wasserman, General Partner