SOFTWARE PUBLISHING CORPORATION HOLDINGS, INC.

                                  COMMON STOCK

                             SUBSCRIPTION AGREEMENT


                                                    October 23, 1997

Software Publishing Corporation Holdings, Inc.
111 North Market Street
San Jose, California  95113

Dear Sirs/Madams:

     Based  upon the  representations  and  warranties  of  Software  Publishing
Corporation  Holdings,  Inc., a Delaware  corporation  (the  "Company"),  to the
extent and as set forth in Section 1 below,  and  subject to the other terms and
conditions  hereinafter provided,  the undersigned hereby irrevocably subscribes
(the "Subscription") to purchase _______ shares of common stock, par value $.001
per share (the "Common  Stock") of the  Company,  at a price equal to $1.063 per
share of Common  Stock,  or  $__________  in the  aggregate  (the  "Subscription
Price"),  and hereby  tenders to the Company in full the  Subscription  Price in
immediately  available  funds.  The  date on  which  the  Company  accepts  this
subscription is hereinafter referred to as the "Closing Date."

     The Subscription of the undersigned  being made hereby is subject to and is
made pursuant to the following terms and conditions:


     1.  Representations,  Warranties  and  Covenants  of  the  Company.  By its
acceptance  of this  Subscription  Agreement,  the  Company  shall be  deemed to
represent and warrant to and covenant with the undersigned as follows:

     (a)  Corporate  Status.  The Company (A) is a corporation  duly  organized,
validly  existing and in good standing  under the laws of the State of Delaware,
(B) has all necessary corporate power and authority to own, operate or lease the
properties and assets now owned,  operated or leased by the Company and to carry
on the business of the Company,  as it is now being  conducted,  and (C) is duly
licensed or qualified and in good standing as a foreign  corporation  authorized
to do business in each  jurisdiction  wherein the  character  of the  properties
owned or leased by the Company and/or the nature of the activities  conducted by
the Company makes such licensing or  qualification  necessary,  except where the
failure to be so licensed or qualified  and in good  standing  would not prevent
the  Company  from  performing  any  of  its  material  obligations  under  this
Subscription  Agreement  and would  not have a  material  adverse  effect on the
business,  operations or financial condition of the Company (a "Material Adverse
Effect");


<PAGE>

     (b)  Authority  of  Agreement.  The Company has the power and  authority to
accept,  execute and deliver this Subscription Agreement and, upon acceptance by
the Company (in whole or part), to carry out its obligations hereunder;  and the
execution,  delivery  and  performance  by  the  Company  of  this  Subscription
Agreement and the consummation of the transactions contemplated hereby have been
duly authorized by all necessary corporate action on the part of the Company and
this Subscription Agreement,  upon acceptance by the Company (in whole or part),
constitutes the valid and legally binding obligations of the Company enforceable
against  the  Company in  accordance  with its terms,  except as the same may be
limited by bankruptcy,  insolvency,  reorganization  or other laws affecting the
enforcement  of  creditors'  rights  generally  now or  hereafter  in effect and
subject to the  application  of equitable  principles  and the  availability  of
equitable  remedies.  The shares of Common  Stock to be issued  hereunder,  upon
issuance  thereof  in  accordance  with  the  terms  hereof,   will  be  validly
authorized, fully paid and non-assessable;

     (c)  Consents and Approvals; No Conflict.

          (i) The  acceptance,  execution  and  delivery  of  this  Subscription
     Agreement by the Company does not,  and the  performance  by the Company of
     its  obligations  hereunder,  upon  acceptance  by the Company (in whole or
     part),  will not,  require any consent,  approval,  authorization  or other
     action  by,  or  filing  with  or  notification  to,  any  governmental  or
     regulatory  authority,  other than in connection  with state  securities or
     "blue sky" laws,  except where  failure to obtain such  consent,  approval,
     authorization or action, or to make such filing or notification,  would not
     prevent the Company from performing any of its material  obligations  under
     this Subscription and would not have a Material Adverse Effect; and

          (ii) The  acceptance,  execution,  delivery  and  performance  of this
     Subscription  Agreement  by  the  Company  and  the  other  agreements  and
     documents to be executed,  delivered and performed by the Company  pursuant
     hereto and the  consummation of the  transactions  contemplated  hereby and
     thereby by the Company do not and will not conflict with, violate or result
     in a breach or  termination  of any  provision  of, or constitute a default
     under (or event which with the giving of notice or lapse of time,  or both,
     would become a default under) the Certificate of  Incorporation  or By-laws
     of the Company or, except as would not prevent the Company from  performing
     any of its material obligations under this Subscription Agreement and would
     not have a Material Adverse Effect, any law, rule, regulation, order, writ,
     judgment,  injunction,  decree,  determination  or award  applicable to the
     Company  or  give  to  others  any   rights  of   termination,   amendment,
     acceleration or  cancellation  of, or result in the creation of any lien or
     encumbrance on any of the assets or properties of the Company  pursuant to,
     any note, bond, mortgage,  indenture,  contract, agreement, lease, license,
     permit, franchise or other instrument relating to such assets or properties
     to  which  the  Company  is a  party  or by  which  any of such  assets  or
     properties is bound;

     (d) Absence of Litigation. No claim, action, proceeding or investigation is
pending,  or to the best  knowledge of the Company,  threatened,  which seeks to
delay or prevent the  consummation of the  transactions  contemplated  hereby or

<PAGE>

which would be reasonably  likely to adversely  affect the Company's  ability to
consummate the transactions  contemplated  hereby or which would have a Material
Adverse Effect;

     (e) Extent of  Offering.  Subject in part to the truth and  accuracy of the
undersigned's  representations  set  forth  in  Section  2 of this  Subscription
Agreement  and the  compliance  by all agents of the Company with Rule 503(c) of
Regulation D ("Regulation  D") promulgated  under the Securities Act of 1933, as
amended (the "Securities  Act"),  the offer,  sale and issuance of the shares of
Common Stock as contemplated by this  Subscription  Agreement (the "Shares") are
exempt from the  registration  requirements of the Securities Act and are exempt
or the Company has complied with  registration  requirements of each state where
the  Shares  are  offered  or sold,  and the  Company  will not take any  action
hereafter that would cause the loss of such exemption or registration;

     (f) Accuracy of Reports and Information. The Company is in full compliance,
to the extent applicable, with all reporting obligations under Section 12(b), 12
(g) or 15(d), as applicable,  of the Securities Exchange Act of 1934, as amended
(the  "Exchange  Act").  The Company has registered its Common Stock pursuant to
Section 12 of the  Exchange Act and the Common Stock is listed and trades on the
Nasdaq SmallCap Market.  The Company has filed all material required to be filed
pursuant to all reporting  obligations,  under either  Section 13(a) or 15(d) of
the  Exchange  Act for a  period  of at least  twelve  (12)  months  immediately
preceding the offer or sale of the Shares.

     (g) SEC  Filings/Full  Disclosure.  None of the Company's  filings with the
Securities  and  Exchange  Commission  since  January 1, 1997 contain any untrue
statement of a material  fact or omit to state any material  fact required to be
stated  therein  or  necessary  to make the  statements  therein in light of the
circumstances under which they were made, not misleading. The Company has, since
January 1, 1997, timely filed all requisite forms,  reports and exhibits thereto
with the Securities and Exchange Commission ("SEC"). The Company's Annual Report
on Form  10-KSB for the year ended  December  31,  1996 (the "1996  10-K"),  its
Quarterly  Reports  for the  periods  ended  March 31 and June 30,  1997 and all
Current  Reports on form 8-K filed by the Company  from January 1, 1997 to date
are referred to as the "SEC Reports."

     There  is no  fact  known  to the  Company  (other  than  general  economic
conditions known to the public generally) that has not been disclosed in writing
to the Purchaser which could  reasonably be expected to materially and adversely
affect the ability of the Company to perform  its  obligations  pursuant to this
Agreement.

     (h)  Absence  of  Undisclosed  Liabilities.  The  Company  has no  material
liabilities  or  obligations,  absolute or  contingent  (individually  or in the
aggregate),  except as set forth in the financial statements included in the SEC
Reports  (collectively,  the  "Financial  Statements")  or as  incurred  in  the
ordinary course of business after the date of the Financial Statements.

     (i) Governmental Consent, etc. No consent,  approval or authorization of or
designation,  declaration or filing with any governmental  authority on the part
of the Company is required in connection  with the valid  execution and delivery
of  this  Agreement,  or the  offer,  sale or  issuance  of the  Shares,  or the
consummation of any other  transaction  contemplated  hereby,  except the filing

<PAGE>

with  the SEC of a  registration  statement  on Form  S-3  for  the  purpose  of
registering the Common Stock underlying the Shares and any state securities laws
filings or registrations.

     (j) Intellectual  Property Rights.  Except as disclosed in the SEC Reports,
the Company has sufficient  trademarks,  trade names, patent rights,  copyrights
and licenses to conduct its business as contemplated  therein.  To the Company's
knowledge,  neither the Company nor its products is  infringing or will infringe
any trademark,  trade name, patent right,  copyright,  license,  trade secret or
other  similar  right of others  currently in  existence;  and there is no claim
being made against the Company  regarding  any  trademark,  trade name,  patent,
copyright,  license,  trade secret or other  intellectual  property  right which
could have a material adverse effect on the condition  (financial or otherwise),
business, results of operations or prospects of the Company.

     (k) Material Contracts. Except as set forth in the SEC Reports or disclosed
to the  Purchaser,  the  agreements  to which the  Company is a party  described
therein are valid  agreements,  in full force and effect,  the Company is not in
material breach or material default (with or without notice or lapse of time, or
both) under any of such agreements,  and, to the Company's knowledge,  the other
contracting  party or parties  thereto  are not in  material  breach or material
default  (with or without  notice or lapse of time,  or both)  under any of such
agreements.

     (l) Title to Assets.  Except as set forth in SEC  Reports,  the Company has
good and  marketable  title to all  properties  and  material  assets  described
therein as owned by it, free and clear of any pledge,  lien,  security interest,
encumbrance,  claim or equitable interest other than such as are not material to
the business of the Company.

     (m) Subsidiaries.  The Company does not presently own or control,  directly
or indirectly, any interest in any other corporation,  partnership,  association
or other business entity, except as stated in the SEC Reports.

     (n) Required  Governmental  Permits.  The Company is in  possession  of and
operating  in  compliance  with  all  authorizations,   licenses,  certificates,
consents,   orders  and  permits  from  state,   federal  and  other  regulatory
authorities which are material to the conduct of its business,  all of which are
valid and in full force and effect.

     (o) Listing.  The Company will use its best efforts to maintain the listing
of its Common Stock on the Nasdaq SmallCap Market or other organized, comparable
United States market or quotation system.

     (p) No Issuances Since June 30, 1997.  Since June 30, 1997, the Company has
not issued any shares of Common  Stock,  other than  pursuant to the exercise of
stock options under the Company's  existing stock option or long-term  incentive
plans.

     (q) Legal Opinion. Purchaser shall, upon purchase of the Shares, receive an
opinion letter from counsel to the Company,  and the Company  represents that it
will obtain such an opinion from counsel to the  satisfaction  of the Purchaser,
to the effect that:


<PAGE>

          (i) The Company is duly  incorporated,  validly  existing  and in good
     standing in the jurisdiction of its incorporation.

          (ii) There is no action,  proceeding or investigation  pending,  or to
     such  counsel's  knowledge,  threatened  against the  Company,  which could
     reasonably be expected to materially adversely affect the Company's ability
     to consummate the transactions contemplated hereby.

          (iii) To such  counsel's  knowledge,  the Company is not a party to or
     subject to the  provisions  of any order,  writ,  injunction,  judgment  or
     decree of any court or  government  agency or  instrumentality  which would
     reasonably  be expected  to result in any  material  adverse  change in the
     business, financial condition or results of operations of the Company.

          (iv) All issued and outstanding  shares of Common Stock have been duly
     authorized and validly issued and are fully paid and nonassessable.

          (v) This Subscription Agreement, the Registration Rights Agreement (as
     defined  herein) and the issuance of the Shares have been duly  approved by
     and required corporate action and that the Shares, upon delivery,  shall be
     validly issued and outstanding, fully paid and nonassessable.

          (vi) The  execution,  delivery and  performance  of this  Subscription
     Agreement and the  Registration  Rights  Agreement by the Company,  and the
     consummation of the transactions  contemplated  thereby,  will not, with or
     without the giving of notice or the passage of time or both:

               (A)  Violate the provisions of any law, rule or regulation
                    applicable to the Company,

               (B)  Violate the provisions of the certificate of incorporation
                    or bylaws of the Company; or

               (C)  To such counsel's knowledge,  violate any judgment,  decree,
                    order  or  award  of  any   court,   governmental   body  or
                    arbitrator.

               (D)  To such counsel's knowledge, conflict with, or result in
                    the breach or termination of any term or provision of, or 
                    constitute a default under, or cause any acceleration under,
                    or cause the creation of any lien, charge or encumbrance
                    upon the properties or assets of the Company pursuant to,
                    any note, bond, indenture, mortgage, lease, deed of trust
                    or other instrument, obligation, or agreement to which the 
                    Company is a party or by which the Company or any of its 
                    properties is or may be bound.


<PAGE>

     (r) This  Subscription  Agreement  and the  Registration  Rights  Agreement
constitute  the valid and  legally  binding  obligations  of the Company and are
enforceable  against  the Company in  accordance  with their  respective  terms,
subject to laws of  general  application  relating  to  bankruptcy,  insolvency,
reorganization,  arrangement,  fraudulent conveyance or transfer, moratorium and
the  relief  of  debtors  and  rules  of  law  governing  specific  performance,
injunctive relief or other equitable  remedies and general principles of equity,
and, with respect to the Registration Rights Agreement, to limitations of public
policy as they may apply to the indemnification provisions set forth therein.

     (s) Use of Proceeds. The Company represents that the net proceeds from this
offering  will be used  to  fund  the  Company's  working  capital  and  general
corporate purposes.

     (t) No Poison Pill. The Company  represents  that it does not have, and has
no current intention to adopt, a stockholder rights plan ("poison pill").

     2.  Representations,  Warranties  and  Covenants  of the  Undersigned.  The
undersigned  hereby  represents,  warrants and acknowledges to and covenants and
agrees with the Company as follows:

     (a) Status.  If the  undersigned  is a  corporation  or other  entity,  the
undersigned is a corporation or other entity duly  organized,  validly  existing
and in good standing under the laws of the jurisdiction of its organization with
full power and authority to execute,  deliver and perform its obligations  under
this  Subscription  Agreement;  and, if the  undersigned is an individual or are
individuals,  the undersigned has legal capacity to execute, deliver and perform
his, her or their obligations under this Subscription Agreement;

     (b) Authority for  Agreements.  The undersigned has the power and authority
to  execute  and  deliver  this  Subscription  Agreement  and to  carry  out the
undersigned's obligations hereunder; and the execution, delivery and performance
by the undersigned of this  Subscription  Agreement and the  consummation of the
transactions  contemplated  hereby have been duly  authorized  by all  necessary
action  on  the  part  of  the  undersigned  and  this  Subscription   Agreement
constitutes  the  valid  and  legally  binding  obligation  of the  undersigned,
enforceable  against the undersigned in accordance with its terms, except as the
same may be  limited by  bankruptcy,  insolvency,  reorganization  or other laws
affecting the  enforcement  of creditors'  rights  generally now or hereafter in
effect  and  subject  to  the  application  of  equitable   principles  and  the
availability of equitable remedies;

     (c)  Consents and Approvals, No Conflicts.

          (i) The execution and delivery of this  Subscription  Agreement by the
     undersigned do not, and the performance by the undersigned of undersigned's
     obligations   hereunder   will  not,   require   any   consent,   approval,
     authorization  or other action by, or filing with or  notification  to, any
     governmental or regulatory  authority,  except where failure to obtain such
     consent,  approval,  authorization  or  action,  or to make such  filing or
     notification,  would not prevent the  undersigned  from  performing  any of
     undersigned's material obligations under this Subscription Agreement; and


<PAGE>

          (ii) The  execution,  delivery and  performance  of this  Subscription
     Agreement by the undersigned and the other  agreements and agreements to be
     executed,  delivered and performed by the  undersigned  pursuant hereto and
     the consummation of the transactions contemplated hereby and thereby by the
     undersigned  do not and will not  conflict  with,  violate  or  result in a
     breach or  termination  of any  provision of, or constitute a default under
     (or event which with the giving of notice or lapse of time, or both,  would
     become a default under) the Certificate of  Incorporation or By-laws of the
     undersigned (if the undersigned is a corporation), any other organizational
     instrument (if the undersigned is a legal entity other than a corporation),
     or,  except as would not prevent the  undersigned  from  performing  any of
     undersigned's  material  obligations under this Subscription  Agreement and
     would not have a Material Adverse Effect, any law, rule, regulation, order,
     writ, judgment,  injunction,  decree,  determination or award applicable to
     the  undersigned  or give to others any rights of  termination,  amendment,
     acceleration or  cancellation  of, or result in the creation of any lien or
     encumbrance on any of the assets or properties of the undersigned  pursuant
     to,  any note,  bond,  mortgage,  indenture,  contract,  agreement,  lease,
     license,  permit,  franchise or other instrument relating to such assets or
     properties  to which  the  undersigned  is a party or by which  any of such
     assets or properties is bound;

     (d)  Investment  Intent.  The  undersigned  is acquiring the Shares for the
undersigned's  own account,  for investment  only and not with a view to, or for
sale in  connection  with,  a  distribution  thereof,  within the meaning of the
Securities Act, and the rules and  regulations  promulgated  thereunder,  or any
applicable state securities or blue-sky laws;

     (e) Investor Status.  Either (i) the undersigned is an accredited  investor
as  such  term  is  defined  under  Regulation  D  promulgated  pursuant  to the
Securities Act  ("Regulation D") for the reason(s) as set forth in the Execution
Section of this  Subscription  Agreement or (ii) if not an accredited  investor,
all the  information  which is set forth with respect to the  undersigned in the
Qualified Purchaser  Questionnaire  executed by the undersigned and delivered to
the Company which is  incorporated  herein by this  reference  thereto,  and, in
either event, all of the  representations  and warranties of the undersigned set
forth  herein,  are  correct and  complete  as of the date of this  Subscription
Agreement,  shall be true and correct as of the Closing  Date and shall  survive
such  closing;  and if there should by any material  change in such  information
prior  to the  sale to the  undersigned  of the  Shares,  the  undersigned  will
immediately furnish such revised or corrected information to the Company;

     (f) Intent to  Transfer.  The  undersigned  is not a party or subject to or
bound by any contract, undertaking,  agreement or arrangement with any person to
sell,  transfer or pledge the Shares or any part thereof to any person,  and has
no present  intention to enter into such a contract,  undertaking,  agreement or
arrangement;

     (g) Receipt of Disclosures.  The undersigned acknowledges receipt of copies
of the Company's Annual Report on Form 10-KSB for the fiscal year ended December
31, 1996, the Company's Quarterly Report on Form 10-QSB/A for the fiscal quarter
ended March 31, 1997 and the Company's  Quarterly  Report on Form 10-QSB for the
fiscal quarter ended June 30, 1997;


<PAGE>

     (h)  Offering Exempt from Registration; Company's Reliance.

          (i) The Company has advised the  undersigned  that the Shares have not
     been registered  under the Securities Act or under the laws of any state on
     the basis that the issuance thereof is exempt from such registration;

          (ii) The Company's  reliance on the availability of such exemption is,
     in part,  based upon the accuracy  and  truthfulness  of the  undersigned's
     representations contained herein; and

          (iii) As a result of such lack of registration,  the Shares may not be
     resold or otherwise  transferred or disposed without registration  pursuant
     to or an exemption  therefrom  available  under the Securities Act and such
     state securities laws;

          (iv) In furtherance  of the provisions of this Paragraph  2(h), all of
     the certificate(s)  representing the Shares shall bear a restrictive legend
     substantially in the following form:

          "THE SHARES OF COMMON STOCK  REPRESENTED BY THIS  CERTIFICATE HAVE NOT
          BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  THESE
          SHARES HAVE BEEN ACQUIRED FOR INVESTMENT  PURPOSES AND NOT WITH A VIEW
          TO DISTRIBUTION  OR RESALE,  AND MAY NOT BE SOLD,  ASSIGNED,  PLEDGED,
          HYPOTHECATED   OR   OTHERWISE   TRANSFERRED   WITHOUT   AN   EFFECTIVE
          REGISTRATION  STATEMENT  FOR SUCH SHARES UNDER THE  SECURITIES  ACT OF
          1933, AS AMENDED,  AND APPLICABLE  STATE SECURITIES LAWS OR AN OPINION
          OF COUNSEL  SATISFACTORY  TO THE ISSUER OF THESE  SHARES TO THE EFFECT
          THAT  REGISTRATION  IS NOT  REQUIRED  UNDER  SUCH ACT AND  SUCH  STATE
          SECURITIES LAWS."

     (i)  Sophistication  of the Undersigned.  The undersigned has evaluated the
merits and risks of purchasing  the Shares and has such knowledge and experience
in financial and business  matters that the undersigned is capable of evaluating
the  merits  and  risks of such  purchase,  is aware of and has  considered  the
financial risks and financial  hazards of purchasing the Shares,  and is able to
bear the economic risk of purchasing the Shares,  including the possibility of a
complete loss with respect thereto;

     (j)  Access  to  Information.  The  undersigned  has  had  access  to  such
information regarding the business and finances of the Company, and the offering
of the Shares,  the receipt and careful reading of which is hereby  acknowledged
by the  undersigned,  and has been provided the  opportunity to discuss with the
Company's  management  the  business,  affairs and  financial  condition  of the
Company and such other  matters with  respect to the Company as would  concern a
reasonable person considering the transactions contemplated by this Subscription

<PAGE>

Agreement and/or concerned with the operation of the Company including,  without
limitation,  pursuant to a meeting  and/or  discussions  with  management of the
Company;

     (k) No Company  Obligation to Register the Shares.  Except as  specifically
provided in the  registration  rights agreement dated the Closing Date among the
undersigned,  the Company and certain other purchasers of shares of Common Stock
(the  "Registration  Rights  Agreement"),  the Company is under no obligation to
register the Shares under the  Securities  Act or to assist the  undersigned  in
complying with any exemption  from  registration  or in  registering  the Shares
under the Securities Act;

     (l) No  Guarantees.  That it never  has  been  represented,  guaranteed  or
warranted to the undersigned by the Company, or any of its officers,  directors,
agents,  representatives  or  employees,  or any other  person,  expressly or by
implication, that:

          (i)  Any gain will be realized by the undersigned from the 
               undersigned's investment in the Shares;

          (ii) That there will be any  approximate  or exact length of time that
               the undersigned will be required to remain as a holder of the
               Shares; or

          (iii)That the past performance or experience on the part of the 
               Company, its predecessors or of any other person, will in any 
               way indicate any future results of the Company;

     (m) No Other  Representations,  Warranties,  Covenants or Agreements of the
Company.  Except as set forth in this  Subscription  Agreement or the  documents
referred  to herein,  the  Company  has not made any  representation,  warranty,
covenant or agreement with respect to the matters contained herein;

     (n) High  Degree  of  Investment  Risk.  That the  purchase  of the  Shares
involves a high  degree of risk and may  result in a loss of the  entire  amount
invested;  that the Company has limited  working  capital and limited sources of
financing  available;  that there is no assurance that the Company's  operations
will be profitable in the future;  and that there is no assurance  that a public
market for shares of Common Stock will continue to exist;

     (o) State of  Residence or  Principal  Place of  Business.  The address set
forth at the bottom of this Subscription is the  undersigned's  true and correct
residence (if an individual) or principal place of business (if a corporation or
other  non-individual  entity),  and the undersigned has no present intention of
becoming a resident,  or relocating  its principal  place of business to, of any
other state or jurisdiction;

     (p) No Purchaser  Representative.  The  undersigned  has not authorized any
person or institution to act as the undersigned's "purchaser representative" (as
such  term is  defined  in Rule  501 of  Regulation  D) in  connection  with the

<PAGE>

undersigned's  subscription being made pursuant to this Subscription  Agreement,
except as set forth in any Qualified  Purchaser  Questionnaire  delivered by the
undersigned to the Company in connection herewith;

     (q) No General  Solicitation.  The undersigned has not received any general
solicitation or general advertising regarding the purchase of any of the Shares;
and

     (r) No Finder. There is no finder in connection with this transaction other
than Ronald Altman Associates.

     (s) No Insider Trading.  The undersigned will not engage in any transaction
with  respect to  securities  of the  Company at any time if at the time of such
transaction  the  undersigned  is aware of any material  non-public  information
relating to the Company or its securities.

     3. Acceptance or Rejection of Subscription; Company Withdrawal of Offer. It
is understood and agreed that this Subscription Agreement is made subject to the
following terms and conditions:

     (a) The Company  shall have the right to accept or reject the  Subscription
of the undersigned and this Subscription Agreement, in whole or in part, for any
reason,  including,  but not limited to,  ineligibility of the undersigned under
the applicable Federal,  state or foreign securities laws, for any other reason,
or for no reason;

     (b) If the  subscription of the undersigned is rejected,  in whole or part,
any funds  representing  the  Subscription  Price  previously  delivered  to the
Company will be returned to the undersigned without interest or penalty;

     (c) If the subscription of the undersigned is accepted in part and rejected
in  part,  the  undersigned  will be so  notified,  at  which  time  the  excess
Subscription  Price  previously  delivered  to the  Company  shall  promptly  be
returned to the undersigned without interest or penalty;

     (d) If the  Company's  offer of the  Shares  is  withdrawn  for any  reason
whatsoever,  the  undersigned  will  promptly  receive  a  full  refund  of  the
Subscription  Price,  without  interest  or  penalty,  and will have no  further
liability to the Company in connection  with the Company's  offer of the Shares,
and the Company will have no further liability to the undersigned.

     4.  Further  Assurances.  At any time and from time to time  after the date
hereof,  the  undersigned  shall,  without  further  consideration,  execute and
deliver to the  Company,  or such other party as the  Company  may direct,  such
other  instruments or documents and shall take such other actions as the Company
may  reasonably  request  to carry  out the  transactions  contemplated  by this
Subscription Agreement.

     5.  Indemnification.  The  undersigned  acknowledges  that the  undersigned
understands  the  meaning  and  legal   consequences  of  the   representations,
warranties,  covenants and  agreements  contained  herein,  and the  undersigned
hereby  agrees to indemnify and hold  harmless the Company,  and its  directors,
officers,  employees,  agents and controlling persons,  from and against any and

<PAGE>

all  loss,  damage  or  liability  due  to or  arising  out of a  breach  by the
undersigned of any such  representations,  warranties,  covenants and agreements
contained herein.

     6.  Miscellaneous.  The Company and undersigned may waive compliance by the
other with any of the provisions of this  Subscription  Agreement.  No waiver of
any provision shall be construed as a waiver of any other provision.  Any waiver
must be in writing.  The headings  contained in this Subscription  Agreement are
for  reference  purposes  only and shall not  affect in any way the  meaning  or
interpretation  of this  Subscription  Agreement.  This  Subscription  Agreement
constitutes the entire agreement  between the parties hereto with respect to the
subject  matter  hereof and may be  amended  only by a writing  executed  by all
parties.  This  Subscription  Agreement may not be modified or amended except in
writing  signed by both  parties  hereto.  This  Subscription  Agreement  may be
executed in several counterparts, each of which shall be deemed an original, and
all of which shall  constitute one and the same  instrument.  This  Subscription
Agreement shall be governed in all respects, including validity,  interpretation
and  effect,  by the  laws of the  State  of New  York,  without  regard  to its
conflicts of laws principles.  This Subscription Agreement shall be binding upon
and inure to the benefit of and be  enforceable by the successors and assigns of
the parties  hereto.  This  Subscription  Agreement  shall not be  assignable by
either  party  without the prior  written  consent of the other.  The rights and
obligations contained in this Subscription  Agreement are solely for the benefit
of the parties  hereto and are not intended to benefit or be  enforceable by any
other party, under the third party beneficiary doctrine or otherwise.


     THE SECURITIES BEING OFFERED HEREBY HAVE NOT BEEN REGISTERED OR APPROVED OR
DISAPPROVED  BY  THE  SECURITIES  AND  EXCHANGE  COMMISSION  OR  THE  SECURITIES
REGULATORY  AUTHORITY OF ANY STATE, NOR HAS THE COMMISSION OR ANY SUCH AUTHORITY
PASSED  UPON THE  ACCURACY OR ADEQUACY  OF THIS  SUBSCRIPTION  AGREEMENT  OR THE
AGREEMENTS  AND  DOCUMENTS  REFERRED  TO OR  INCORPORATED  BY  REFERENCE  HEREIN
(COLLECTIVELY,  THE "OFFERING DOCUMENTS"). ANY REPRESENTATION TO THE CONTRARY IS
UNLAWFUL.

     THE SHARES ARE BEING  OFFERED BY THE COMPANY IN RELIANCE  UPON AN EXCEPTION
FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  WHICH EXEMPTION
DEPENDS UPON THE EXISTENCE OF CERTAIN FACTS  INCLUDING,  BUT NOT LIMITED TO, THE
REQUIREMENTS   THAT  THE  SECURITIES  ARE  NOT  BEING  OFFERED  THROUGH  GENERAL
ADVERTISING  OR  GENERAL  SOLICITATION,   ADVERTISEMENTS  OR  COMMUNICATIONS  IN
NEWSPAPERS,  MAGAZINES OR OTHER MEDIA, OR BROADCASTS ON RADIO OR TELEVISION, AND
THAT THE OFFERING  DOCUMENTS  SHALL BE TREATED AS CONFIDENTIAL BY THE PERSONS TO
WHOM IT IS DELIVERED.  ANY  DISTRIBUTION  OF THE OFFERING  DOCUMENTS OR ANY PART
HEREOF OR DIVULGENCE OF ANY OF ITS CONTENTS SHALL BE UNAUTHORIZED.


<PAGE>

     IN  MAKING  AN  INVESTMENT  DECISION,  INVESTORS  MUST  RELY ON  THEIR  OWN
EXAMINATION  OF THE COMPANY AND THE TERMS OF THE OFFERING,  INCLUDING THE MERITS
AND RISKS INVOLVED. THE SHARES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE
SECURITIES  COMMISSION  OR  REGULATORY  AUTHORITY.  FURTHERMORE,  THE  FOREGOING
AUTHORITIES  HAVE NOT CONFIRMED  THE ACCURACY OR DETERMINED  THE ADEQUACY OF THE
OFFERING  DOCUMENTS.  ANY  REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE SHARES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT
BE TRANSFERRED  OR RESOLD EXCEPT AS PERMITTED  UNDER THE SECURITIES ACT OF 1933,
AS AMENDED,  THE APPLICABLE STATE  SECURITIES LAWS,  PURSUANT TO REGISTRATION OR
EXEMPTION THEREFROM.  IN ADDITION,  THE SHARES WILL BEAR A LEGEND TO SUCH EFFECT
AS SET FORTH HEREIN. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR
THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.


     IN WITNESS  WHEREOF,  the undersigned  has duly executed this  Subscription
Agreement  as of the date set forth  below the  undersigned's  signature  in the
Execution Section below.


<PAGE>


                EXECUTION SECTION FOR SUBSCRIPTION BY INDIVIDUALS


I.   SUBSCRIPTION AMOUNT:

     The  undersigned  subscribes to purchase  _______  Shares at a subscription
price of $1.063 per Share or $__________ in the aggregate.

II.  SUBSCRIBER STATUS:

     The undersigned is (check appropriate box and, if applicable, fill in state
with jurisdiction over custodial account):

___  INDIVIDUAL OWNER  (One signature required below).  Note: In community 
     property states, both  spouses are required to sign below, whether or not
     being listed as co-subscribers.

___  HUSBAND AND WIFE AS TENANTS  BY THE  ENTIRETY  (Husband  and wife are both
     required to sign below).

___  TWO OR MORE INDIVIDUALS  AS TENANTS IN COMMON (All tenants are required to
     sign below).

___  TWO OR MORE INDIVIDUALS AS JOINT TENANTS WITH RIGHT OF  SURVIVORSHIP  (All
     tenants are required to sign below).

___  CUSTODIAL ACCOUNT  UNDER  UNIFORM  GIFTS  TO  MINORS  ACT OF THE  STATE OF
     ___________________________________________________ (Fill in state).

III. INFORMATION AS IT IS TO APPEAR ON THE COMPANY RECORDS:

Name of
Subscriber(s): (1)  __________________________________________________________

               (2)  __________________________________________________________

Social Security Number (for use in all notifications
and reports to governmental taxing authorities):  ____________________________

State(s) of Permanent Residence:   (1)  ______________________________________

                                   (2)  ______________________________________


<PAGE>

Mailing Address:    __________________________________________________________

                    __________________________________________________________

                    __________________________________________________________

Telephone Number:   __________________________________________________________

Facsimile Number:   __________________________________________________________

IV.  INVESTOR STATUS (check all appropriate boxes):

     A. The undersigned is an accredited investor, as such term is defined under
Regulation D, by reason of the fact that the undersigned is:

          An individual  whose net worth (or joint net worth with my spouse,  if
          greater) exceeds $1,000,000.

___       An  individual  with  income in excess of  $200,000,  or joint  income
          together with my spouse in excess of $300,000, in each of the two most
          recent years and reasonably  expects to reach the same income level in
          the current year.

___       A director or executive officer of the Company.

___       An entity in which all of the equity owners are accredited  investors,
          as defined in  Regulation D. (The Company has the right to request the
          names of each such  accredited  investor  equity owners and to require
          such person(s) to complete a Qualified  Purchaser  Questionnaire prior
          to the Company's acceptance of the undersigned's subscription.)

___  B. The undersigned is not an accredited  investor,  as such term is defined
under  Regulation  D, and  agrees,  that upon the  request  of the  Company,  to
complete a Qualified Purchaser Questionnaire and return an executed copy thereof
to the Company.
___________________

     (1) For purposes  hereof,  net worth shall be deemed to include all of your
assets,  liquid  or  illiquid  (including  such  items  as  home,   furnishings,
automobile and restricted  securities),  minus any  liabilities  (including such
items as home mortgages and other debts and liabilities).

     (2) For  purposes  hereof,  the term  "income" is not limited to  "adjusted
gross  income" as that term is defined  for  Federal  Income Tax  purposes,  but
rather  includes  certain  items of  income  which  are  deducted  in  computing
"adjusted  gross  income." For investors who are salaried  employees,  the gross
salary of such investor,  minus any significant  expenses personally incurred by
such  investor in connection  with earning the salary,  plus any income from any
other  source,  including  unearned  income is a fair  measure of  "income"  for
purposes  hereof.  For  investors who are  self-employed,  "income" is generally
construed  to mean  total  revenues  received  during  the  calendar  year minus
significant expenses incurred in connection with earning such revenues.



<PAGE>

V.   SIGNATURE(S):

Signature(s) of Subscriber(s):     (1)  ______________________________________

                                   (2)  ______________________________________

Signature of Non-Subscribing Spouse (Community Property States Only):

                                   (1)  ______________________________________

                                   (2)  ______________________________________


Date:     _______________________________________, 1997

<PAGE>


EXECUTION SECTION FOR SUBSCRIPTION BY NON-INDIVIDUALS


I.   SUBSCRIPTION AMOUNT:

     The  undersigned  subscribes to purchase  _______  Shares at a subscription
price of $1.063 per Share or $_________ in the aggregate.

II.  SUBSCRIBER STATUS:

     The undersigned is (check appropriate box and, if applicable, fill in state
with jurisdiction over custodial account):

___  CORPORATION  (Please include  certified  corporate  resolution  authorizing
signature).

___  PARTNERSHIP.

___  TRUST.

___  OTHER (Including Employment Benefit Plans and Trusts, Individual Retirement
     Accounts, and KEOUGH Plans).

III. INFORMATION AS IT IS TO APPEAR ON THE COMPANY RECORDS:

Name of
Subscriber:    _______________________________________________________________

Tax Identification Number:    ________________________________________________

State of Incorporation or Organization: ______________________________________

State of Principal Place of Business:   ______________________________________

Mailing Address:    __________________________________________________________

                    __________________________________________________________

                    __________________________________________________________

Telephone Number:   __________________________________________________________

Facsimile Number:   __________________________________________________________


<PAGE>

IV.  INVESTOR STATUS (check all appropriate boxes and, if applicable, provide 
all information requested):

     A. The undersigned is an accredited investor, as such term is defined under
Regulation D, by reason of the fact that the undersigned is:

___       A bank as defined in Section  3(a)(2) of the  Securities  Act,  or any
          savings  and loan  association  or other  institution  as  defined  in
          Section  3(a)(5)(A)  of  the  Securities  Act  whether  acting  in its
          individual  or  fiduciary  capacity;  a broker  or  dealer  registered
          pursuant  to Section 15 of the  Securities  Exchange  Act of 1934 (the
          "Exchange  Act"); an insurance  company as defined in Section 2(13) of
          the  Securities  Act;  an  investment  company  registered  under  the
          Investment  Company Act of 1940 or a business  development  company as
          defined in Section  2(a)(48) of that Act; a Small Business  Investment
          Company  licensed  by the U.S.  Small  Business  Administration  under
          Section 301(c) or (d) of the Small Business  Investment Act of 1958; a
          plan   established   and   maintained   by  a  state,   its  political
          subdivisions,  or any  agency  or  instrumentality  of a state  or its
          political subdivisions,  for the benefit of its employees,  and having
          total assets in excess of $5,000,000;  an employee benefit plan within
          the meaning of the  Employee  Retirement  Income  Security Act of 1974
          ("ERISA")  with  investment  decisions  made by a plan  fiduciary,  as
          defined in Section 3(21) of such Act, which is either a bank,  savings
          and loan  association,  insurance  company  or  registered  investment
          adviser;  an  employee  benefit  plan  within the meaning of ERISA and
          having total assets in excess of $5,000,000.

___       An  employee  benefit  plan  within the  meaning  of ERISA  which is a
          self-directed  plan,  with  investment  decisions  made  solely by the
          following  persons  who  are  accredited  investors,   as  defined  in
          Regulation D:

          _____________________________________________________________________

          _____________________________________________________________________

___       A  private  business   development   company  as  defined  in  section
          202(a)(22) of the Investment Advisers Act of 1940.

___       An organization described in Section 501(c)(3) of the Internal Revenue
          Code,   corporation,   Massachusetts  or  similar  business  trust  or
          partnership,  not formed for the  specific  purpose of  acquiring  the
          securities offered, with total assets in excess of $5,000,000.


<PAGE>

___       A trust, with total assets in excess of $5,000,000, not formed for the
          specific  purpose of acquiring any Series A Debenture,  whose purchase
          is  directed  by  the  following   sophisticated  person  meeting  the
          description set forth in Rule 506(b)(2)(ii) of Regulation D:

          _____________________________________________________________________

___       An entity in which all of the equity owners are accredited  investors,
          as defined in  Regulation D. (The Company has the right to request the
          names of each such  accredited  investor  equity owners and to require
          such person(s) to complete a Qualified  Purchaser  Questionnaire prior
          to the Company's acceptance of the undersigned's subscription.)

___  B. The undersigned is not an accredited  investor,  as such term is defined
under  Regulation  D, and  agrees,  that upon the  request  of the  Company,  to
complete a Qualified Purchaser Questionnaire and return an executed copy thereof
to the Company.

V.   SIGNATURE(S)

     The undersigned corporate officer,  partner, trustee or fiduciary certifies
that  the   undersigned   has  full  power  and  authority  from  all  requisite
stockholders,  partners,  co-trustees,  co-fiduciaries of the subscribing entity
named above to execute this Subscription  Agreement on behalf of the subscribing
entity and to make the representations, warranties and agreements made herein on
its and their behalf and that  investment  in the Shares has been  affirmatively
authorized by the governing  board or body of such entity and is not  prohibited
by law or the governing documents of the subscribing entity.



By:________________________________      By:___________________________________
(Signature of Authorized Signatory)      (Signature of Authorized Co-Signatory)



___________________________________      ______________________________________
(Name of Authorized Signatory)           (Name of Authorized Co-Signatory)



___________________________________      ______________________________________
(Title of Authorized Signatory)           (Title of Authorized Co-Signatory)


Date:     _______________________________________, 1997

<PAGE>


                                 ACCEPTANCE PAGE
                        (To be completed by the Company)


SUBSCRIPTION AND SUBSCRIPTION AGREEMENT
ACCEPTED AND AGREED:

Number of Shares for which Subscription is Accepted:   ______________________

SOFTWARE PUBLISHING CORPORATION HOLDINGS, INC.



By:  _________________________________________
     Name:
     Title:

Date:_______________________________________, 1997