SETTLEMENT AND GENERAL RELEASE AGREEMENT



     THIS SETTLEMENT AND GENERAL RELEASE AGREEMENT (the "Agreement") is made and
entered  into as of the 25th day of July,  1997 by and between  Daniel J. Fraisl
("Fraisl" or the "Employee"),  Software Publishing  Corporation  Holdings,  Inc.
(formerly known as Allegro New Media,  Inc.), a Delaware  corporation  ("SPCH"),
and   Software   Publishing   Corporation,   a  Delaware   corporation   ("SPC")
(collectively,  the  "Parties").  The  Parties  acknowledge  that the  terms and
conditions of this Agreement have been voluntarily agreed to and that such terms
are final and binding.

     WHEREAS,  Fraisl  has been  employed  by SPCH and SPC as Vice  President  -
Research and Development; and

     WHEREAS,  SPCH and SPC  accept  Fraisl's  resignation  as an  employee  and
officer; and

     WHEREAS,  the  Parties  now desire to settle  fully and  finally all claims
Fraisl may have against SPCH or SPC and that SPCH or SPC may have against Fraisl
and others released herein,  including,  but not limited to, any matters arising
out of Fraisl's employment with SPCH and SPC and his separation therefrom;

     NOW, THEREFORE, in consideration of the premises and mutual promises herein
contained, it is agreed as follows:

     1. Non-Admission of Liability or Wrongdoing.

     This  Agreement  shall not be  construed  in any way as an admission by the
Parties that any of them have acted wrongfully with respect to each other or any
other  person  or that any one of them has any  rights  whatsoever  against  the
others.

     2. Resignation.

     Fraisl  hereby  resigns as an officer and employee of SPCH and SPC.  Fraisl
agrees to return to SPCH or SPC all assets,  equipment  or other items which are
owned  by SPCH or SPC not  later  than  six (6)  months  after  the date of this
Agreement.

     3. Consideration to Fraisl.

     (a) On the eighth day after the execution and delivery of this Agreement:

     (i) SPCH  shall  pay to  Fraisl an  amount  equal to  EIGHTY-FIVE  THOUSAND
     DOLLARS $85,000;


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     (ii) SPCH shall pay to Fraisl an amount  equal to  $6,977.61  in respect of
     accrued vacation; and

     (iii)  SPCH  shall  continue  to make all  payments  in  respect  of health
     insurance  for Fraisl's  benefit for a period of 6 months after the date of
     this Agreement.

     (b) Subject to the terms of the Stock Option  Plans  pursuant to which such
stock options were granted,  all  incentive  stock options  granted to Fraisl by
SPCH or SPC shall be exercisable for a period of three (3) months from and after
the date  hereof to the  extent  otherwise  exercisable,  and  thereafter  shall
terminate. Subject to the terms of the Stock Option Plans pursuant to which such
stock options were granted and applicable  law, SPCH, SPC and Fraisl shall treat
all incentive  stock options  granted to Fraisl by SPCH or SPC as  non-qualified
options, and any such non-qualified options shall be exerciseable for the period
set forth in clause (c) below.

     (c) Subject to the terms of the Stock Option  Plans  pursuant to which such
stock options were granted, all non-qualified stock options granted to Fraisl by
SPCH or SPC shall be  exercisable  for a period of six (6) months from and after
the date  hereof to the  extent  otherwise  exercisable,  and  thereafter  shall
terminate.

     4. Complete Release.

     (a) As a material  inducement to SPCH and SPC to enter into this Agreement,
Fraisl hereby  waives,  releases and discharges  SPCH and SPC, their  respective
officers, directors,  stockholders,  employees, agents, attorneys, subsidiaries,
servants,  successors,  insurers,  affiliates and their  successors and assigns,
from any and all manner of action, claims, liens, demands,  liabilities,  causes
of action, charges, complaints, suits (judicial,  administrative, or otherwise),
damages, debts, demands, obligations of any other nature, past or present, known
or  unknown,  whether  in  law  or in  equity,  whether  founded  upon  contract
(expressed  or  implied),  tort  (including,  but not limited  to,  defamation),
statute or  regulation  (State,  Federal or local),  common law and/or any other
theory or basis, from the beginning of the world to the date hereof,  including,
but not  limited to, any claim that  Fraisl has  asserted,  now asserts or could
have  asserted.  This  includes,  but is not limited to,  claims  arising  under
Federal,  State or local laws prohibiting  employment or other discrimination or
claims  growing  out of  any  legal  restrictions  on the  Company's  rights  to
terminate its employees,  including  without  limitation any claim arising under
Title VII of the United States Code.  It is expressly  understood by Fraisl that
among the  various  rights and claims  being  waived by him in this  release are
those arising under the Age  Discrimination in Employment Act of 1967 (29 U.S.C.
621, et seq.) and any and all rights Fraisl may have pursuant to the  Employment
Agreement dated April 7, 1995 between Fraisl and SPCH, as amended,  and pursuant
to the Management  Continuity Agreement dated January 8, 1996 between Fraisl and
SPC, as amended. Notwithstanding anything else contained in this agreement, this
agreement is not  intended to release any rights  Fraisl has with respect to his
participation in company sponsored stock option plans, the SPC sponsored 401K or
any rights Fraisl has to seek and obtain  indemnification  and/or defense in the
event  that any  claim is  asserted  against  Fraisl  by a third  party.  Fraisl
represents and warrants that he is not aware of any pending or threatened claims
by a third party which  might give rise to such a claim for  indemnification  of
defense.
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     (b) As a material  inducement to Fraisl to enter into this Agreement,  each
of SPCH and SPC  hereby  irrevocably  and  unconditionally  waive,  release  and
discharge Fraisl, his agents and attorneys,  successors and assigns from any and
all manner of action,  claims,  liens, demands,  liabilities,  causes of action,
charges,  complaints,  suits (judicial,  administrative or otherwise),  damages,
debts,  demands,  obligations  of any other nature,  past or present,  presently
known to SPCH or SPC, whether in law or in equity, whether founded upon contract
(expressed or implied, tort (including, but not limited to, defamation), statute
or regulation (State,  Federal or local),  common law and/or any other theory or
basis,  from the  beginning  of the world to the date hereof  arising out of his
employment and resignation therefrom or the termination thereof,  including, but
not  limited to, any claim that SPCH or SPC has  asserted,  now asserts or could
have asserted,  so long as such action,  claims,  liens,  demands,  liabilities,
causes of  action,  charges,  complaints,  suits  (judicial,  administrative  or
otherwise),  damages,  debts,  demands or obligations of any other nature do not
arise out of or relate to any willful misconduct,  negligence or fraud committed
by Fraisl, any violation by Fraisl of Section 16 of the Securities  Exchange Act
of 1934,  as  amended or the  agreements  of Fraisl  contained  herein or in the
Consulting  Agreement  of  even  date  herewith  between  Fraisl  and  SPC  (the
"Consulting Agreement").

     (c) It is  understood  and  agreed  by  the  Parties  that  the  facts  and
respective  assumptions of law in  contemplation of which this Agreement is made
may  hereafter  prove  to be  other  than or  different  from  those  facts  and
assumptions  now  known,  made  or  believed  by them to be  true.  The  Parties
expressly  accept  and  assume  the risk of the facts and  assumptions  to be so
different,  and agree that all terms of this agreement  shall be in all respects
effective and not subject to termination or reclusion by any such  difference in
facts or assumptions of law.

     5. Acknowledgments.

     Fraisl acknowledges that:

     (a) He has had a full  twenty-one  (21) days within which to consider  this
Agreement before executing it;

     (b) He has carefully  read and fully  understands  all of the provisions of
this Agreement;

     (c) He is, through this Agreement, releasing SPCH, SPC and their affiliates
from any and all claims he may have against any of them;

     (d) He knowingly  and  voluntarily  agrees to all of the terms set forth in
this Agreement;

     (e) He knowingly and voluntarily intends to be legally bound by the same;

     (f) He was advised  and hereby is advised in writing to consider  the terms
of this  Agreement and consult with an attorney of his choice prior to executing
this Agreement;


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     (g) He has a full seven (7) days  following the execution of this Agreement
to revoke this Agreement and has been and hereby is advised in writing that this
Agreement shall not become effective or enforceable  until the revocation period
has expired;

     (h) He understands  that rights or claims under the Age  Discrimination  in
Employment Act of 1967 (29 U.S.C.  621 et seq.) that may arise after the date of
this Agreement is executed are not waived.

     6. Non-Disclosure.

     Fraisl  shall not  disclose  or deliver to any other  party  certain  trade
secrets or confidential  or proprietary  information  gained through  employment
with  SPCH  or  SPC.  This  includes,   but  is  not  limited  to,   proprietary
technologies,  software  programs  and tools,  financial  information,  business
plans,  systems files,  algorithms,  file structures,  customer lists,  supplier
lists, internal program structures, options, documentation and data developed by
SPCH or SPC or any subsidiary or division thereof. Fraisl agrees that any breach
of this Section 6 will cause SPCH and SPC substantial  and  irreparable  damages
that would not be quantifiable  and therefore,  in the event of any such breach,
in addition to other remedies that may be available, SPCH and SPC shall have the
right to seek specific performance and other injunctive and equitable relief.

     7. Non-Disparagement.

     The Parties  mutually agree not to publish,  communicate or disseminate any
negative  information as regards each other,  or to make public any  information
regarding  this  Agreement to the media,  suppliers,  vendors and other industry
participants,  or in any way to any other person,  except that they may disclose
its contents to their respective  financial advisors,  accountants and attorneys
and as required by law.

     8. No Representations.

     The Parties  represent that in signing this Agreement,  they do not rely on
nor have they relied on any  representation  or statement not  specifically  set
forth in this  Agreement  by any of the  releasees  or by any of the  releasees'
agents, representatives or attorneys with regard to the subject matter, basis or
effect of this Agreement or otherwise.

     9. Successors.

     This  Agreement  shall be  binding  upon and  inure to the  benefit  of the
Parties  and  their  respective  administrators,   representatives,   executors,
successors and assigns.

     10. Governing Law.

     This  agreement is made and entered into in this State of  California,  and
shall in all respects be  interpreted,  enforced and governed  under the laws of
the State of California.


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     11. Arbitration.

     (a) Any dispute arising  between the Parties,  including but not limited to
those pertaining to the formation, validity,  interpretation,  effect or alleged
breach of this Agreement ("Arbitrable Dispute") will be submitted to arbitration
in San  Jose,  California,  before  an  experienced  employment  arbitrator  and
selected in accordance  with the rules of the American  Arbitration  Association
labor tribunal. Each party shall pay the fees of their respective attorneys, the
expenses of their  witnesses and any other expenses  connected  with  presenting
their  claim.  Other  costs  of  the  arbitration,  including  the  fees  of the
arbitrator, cost of any record or transcript of the arbitration,  administrative
fees, and other fees and costs shall be borne equally by the Parties.

     (b) Should any party to this Agreement hereafter institute any legal action
or  administrative  proceedings  against another party with respect to any claim
waived by this  Agreement or pursue any other  Arbitrable  Dispute by any method
other than said  arbitration,  the responding party shall be entitled to recover
from the  initiating  party all damages,  costs,  expenses and  attorneys'  fees
incurred as a result of such action.

     12. Proper Construction.

     (a) The  language  of all  parts of this  Agreement  shall in all  cases be
construed  as a whole  according  to its fair  meaning,  and not strictly for or
against any of the parties;

     (b) As used in this Agreement, the term "or" shall be deemed to include the
term  "and/or" and the singular or plural  number shall be deemed to include the
other whenever the context so indicates or requires;

     (c) The paragraph  headings used in this Agreement are intended  solely for
convenience of reference and shall not in any manner amplify,  limit,  modify or
otherwise be used in the interpretation of any of the provisions hereof.

     13. Severability.

     Should any of the provisions of this Agreement be declared or be determined
to be  illegal  or  invalid,  the  validity  of the  remaining  parts,  terms or
provisions  shall not be affected thereby and said illegal or invalid part, term
or provision shall be deemed not to be a part of this Agreement.

     14. Entire Agreement.

     This Agreement  sets forth the entire  agreement  between the Parties,  and
fully  supersedes  any and all prior  agreements or  understandings  between the
Parties pertaining to the subject matter hereof. All other contracts, agreements
or understandings between the Parties, other than the Consulting Agreement,  are
null and void.


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     15. Counterparts.

     This Agreement may be executed in counterparts.  Each counterpart  shall be
deemed an original,  and when taken together with the other signed  counterpart,
shall constitute one fully executed Agreement.

     PLEASE  READ  CAREFULLY.  THIS  SETTLEMENT  AND GENERAL  RELEASE  AGREEMENT
INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.

Dated: San Jose, California         Dated: San Jose, California
       July 25, 1997                       July 25, 1997

SOFTWARE PUBLISHING CORPORATION
   HOLDINGS, INC.

By:  /s/ Barry A. Cinnamon              /s/Daniel J. Fraisl
     Name:  Barry A. Cinnamon           Daniel J. Fraisl
     Title: President

SOFTWARE PUBLISHING CORPORATION

By:  /s/ Barry A. Cinnamon
     Name:  Barry A. Cinnamon
     Title: President