VOID AFTER THE EXPIRATION TIME,
               WARRANT TO PURCHASE 250,000 SHARES OF COMMON STOCK


                        WARRANT TO PURCHASE COMMON STOCK
                                       of
                 SOFTWARE PUBLISHING CORPORATION HOLDINGS, INC.


     THIS  WARRANT  AND  THE  SHARES  OF COMMON  STOCK  ISSUABLE  UPON  EXERCISE
     HEREOF  HAVE NOT BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT OF 1933,  AS
     AMENDED. THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE
     OF THIS WARRANT 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 THIS WARRANT  AND/OR 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 THIS WARRANT AND SUCH SHARES TO THE
     EFFECT  THAT  REGISTRATION  IS NOT  REQUIRED  UNDER SUCH ACT AND SUCH STATE
     SECURITIES LAWS.


Warrant Certificate No. W-2

     This is to Certify That, for value received, The Whitehaven Group, LLC, the

registered  holder hereof,  or its registered  assigns (the registered holder or

assigns are being referred to hereinafter as the  "Warrantholder"),  is entitled

to purchase  from Software  Publishing  Corporation  Holdings,  Inc., a Delaware

corporation  (the  "Company"),  subject to the  provisions  of this Common Stock

Warrant  Certificate,  at any time and  from  time to time on or after  the date

which is ninety  (90) days  after the date on which the  Company's  registration

statement on Form S-3  registering  for resale the shares of common  stock,  par

value  $.001 per share (the  "Common  Stock"),  of the Company  underlying  this

Warrant becomes effective (the "Exercise Date"),  and before 5:00 p.m., New York

City time,  on the second  anniversary  of the  Exercise  Date (the  "Expiration

Time"),  at the price of $.71875 per share


<PAGE>

(as  adjusted  as  herein  provided,   the "Exercise Price"),  up to two hundred

fifty thousand (250,000) shares of Common Stock (such number of shares of Common

Stock  purchasable  upon the exercise of this Warrant  Certificate,  as adjusted

from time to time pursuant to the provisions hereinafter set forth, are referred

to in this Warrant Certificate as the "Warrant Shares").

     The  number  of  Warrants  (the  "Warrants")   evidenced  by  this  Warrant

Certificate (the "Warrant Certificate"),  the number  and  character  of shares

of Warrant  Shares and the Exercise Price are subject to adjustment  from time

to time as provided  herein.

     The terms of the Warrants are as follows:

1.   Exercise of Warrants.

          (a) The Warrants may be exercised,  in whole or in part, commencing on
the Exercise Date and on or prior to the Expiration  Time by  surrendering  this
Warrant Certificate, with the purchase form provided for herein duly executed by
the Warrantholder or by the Warrantholder's duly authorized attorney-in-fact, at
the  principal  office  of  the  Company,  presently  located  at 3A  Oak  Road,
Fairfield,  New Jersey  07004,  or at such other  office or agency in the United
States as the Company may  designate  by notice in writing to the  Warrantholder
(in either event, the "Company Offices"), accompanied by payment in full, either
in the form of cash,  bank  cashier's  check or certified  check  payable to the
order of the Company,  of the Exercise  Price payable in respect of the Warrants
being  exercised.  If fewer than all of the Warrants are exercised,  the Company
shall,  upon each exercise prior to the Expiration Time,  execute and deliver to
the Warrantholder a new Warrant  Certificate  (dated the date hereof) evidencing
the balance of the Warrants that remain exercisable.

          (b)  On the  date  of  exercise  of the  Warrants,  the  Warrantholder
exercising  same  shall be deemed to have  become  the  holder of record for all
purposes of the Warrant Shares to which the exercise relates.

          (c) As soon as practicable,  but not in excess of ten days,  after the
exercise of all or part of the Warrants,  the Company, at its expense (including
the payment by it of any applicable issue taxes), will cause to be issued in the
name  of and  delivered  to the  Warrantholder  a  certificate  or  certificates
evidencing  the number of fully-paid and  nonassessable  Warrant Shares to which
the Warrantholder shall be entitled upon such exercise.

          (d) No certificates for fractional Warrant Shares shall be issued upon
the exercise of the  Warrants  but, in lieu  thereof,  the Company  shall,  upon
exercise  of all the  Warrants,  round up any  fractional  Warrant  Share to the
nearest whole share of Common Stock.
<PAGE>

     2.   Issuance of Common Stock; Reservation of Shares.

          (a) The Company covenants and agrees that all Warrant Shares which may
be issued upon the exercise of all or part of the Warrants  will,  upon issuance
in  accordance  with  the  terms  hereof,  be  validly  issued,  fully-paid  and
nonassessable  and free from all taxes,  liens and charges  with  respect to the
issue thereof.

          (b) The  Company  further  covenants  and agrees that if any shares of
Common Stock to be reserved  for the purpose of the  issuance of Warrant  Shares
upon the exercise of Warrants  require  registration  with,  or approval of, any
governmental  authority under any federal or state law before such shares may be
validly issued or delivered  upon  exercise,  then the Company will promptly use
its best efforts to effect such  registration  or obtain such  approval,  as the
case may be.

     3.   Adjustments of Exercise Price, Number and Character of Warrant Shares,
          and Number of Warrants.

          The  Exercise Price the number and kind of securities purchasable upon
the exercise of each Warrant  shall be subject to  adjustment  from time to time
upon the happening of the events enumerated in this Section 3.

          (a)  Stock  Dividends,  Subdivisions  and  Combinations.  If after the
date hereof the Company shall:

               (i) pay a  dividend or make a  distribution  in  shares of Common
     Stock to holders of its capital stock of any class;

               (ii)  subdivide  the  outstanding shares of its Common Stock into
     a larger number of shares;

               (iii)  combine the  outstanding  shares of its Common  Stock into
     a smaller number of shares; or

               (iv) issue by  reclassification of its shares of Common Stock any
     shares of capital stock of the Company;

then  the  Exercise  Price  shall be  adjusted  to  that  price   determined  by
multiplying  the Exercise Price in effect  immediately  prior to such event by a
fraction  (i) the  numerator  of which  shall be the  total  number of shares of
Common  Stock  outstanding   immediately  prior  to  such  event  and  (ii)  the
denominator  of which  shall be the total  number  of  shares  of  Common  Stock
outstanding  immediately  after such event.  An adjustment made pursuant to this
Paragraph 3(a) shall become effective  immediately after the record date, in the
case of a dividend or  distribution,  and the  effective  date, in the case of a
subdivision, combination or reclassification.
<PAGE>

          (b) Issuance of Additional  Shares of Common Stock. If, after the date
hereof, the Company shall (except as hereinafter  provided) issue any Additional
Shares  of  Common  Stock  (as  defined  in  Subparagraph   3(l)  below)  for  a
consideration less than the Exercise Price then in effect,  then, upon each such
issuance,  the  Exercise  Price shall be adjusted  to that price  determined  by
multiplying  the Exercise Price in effect  immediately  prior to such event by a
fraction:

               (i)   the  numerator  of  which  shall be the number of shares of
     Common   Stock  outstanding  immediately  prior  to  the  issuance  of such
     Additional   Shares  of Common  Stock  plus the  number of shares of Common
     Stock  which the  aggregate  consideration  for the  total  number  of such
     Additional Shares of Common Stock so issued  would  purchase  at  the  then
     effective Exercise Price; and

               (ii)   the  denominator of which shall be the number of shares of
     Common  Stock  outstanding  immediately   prior to  the  issuance  of  such
     Additional  Shares of Common  Stock  plus  the  number of  such  Additional
     Shares  of Common  Stock so issued.

          The   provisions  of  this   Paragraph   3(b)  shall  not apply to any
Additional Shares of Common  Stock which are  distributed  to holders  of Common
Stock as a stock  dividend or  subdivision, for which an  adjustment is provided
for under Paragraph  3(a). No  adjustment  of the Exercise  Price shall be  made
under  this Paragraph 3(b) upon the issuance of any Additional  Shares of Common
Stock which are issued   pursuant  to  the  exercise of  any  warrants  or other
subscription or purchase rights or pursuant to the exercise of any conversion or
exchange  rights  in  any  Convertible  Securities (as defined in Paragraph 3(c)
below) if any  such adjustment  shall  previously  have been made (or determined
not to be required) upon the date of issuance of such  warrants or other  rights
or upon the date of issuance  of such  convertible  securities (or upon the date
of issuance  of  any  warrants  or other rights therefor) pursuant to Paragraphs
3(c) or 3(d).

          (c) Issuance of Warrants,  Stock Options or Other Rights.  In case the
Company shall issue any warrants, stock options or other rights to subscribe for
or purchase any Additional Shares of Common Stock or any securities  convertible
into  Additional  Shares of Common  Stock,  other than  Warrants (in each event,
"Convertible  Securities"),  or the Company  shall  amend,  modify or  otherwise
change the price of warrants,  stock options or other rights  outstanding on the
original  issuance  date  of this  Warrant  to  subscribe  for or  purchase  any
Additional  Shares of Common  Stock or the  conversion  rate of any  Convertible
Securities and the consideration per share for which Additional Shares of Common
Stock may at any time  thereafter be issuable  pursuant to such warrants,  stock
options or other rights or pursuant to the terms of such Convertible  Securities
shall be less than the Exercise Price in effect on the date of grant or the date
of price  change of such  warrants,  stock  options  or other  rights,  then the
Exercise  Price shall be adjusted in the manner  prescribed in Paragraph 3(b) on
the basis  that (i) the  maximum  number of  Additional  Shares of Common  Stock
issuable  pursuant  to all such  warrants,  stock  options  or other  rights  or
necessary  to  effect  the  conversion  or  exchange  of  all  such  Convertible
Securities  shall  be  deemed  to  have  been  issued  and  (ii)  the  aggregate
consideration for such maximum number of Additional Shares of Common Stock shall
be deemed to be the minimum consideration received and receivable by the Company
for the  issuance of such  Additional  Shares of Common  Stock  pursuant to such
warrants,  stock  options  or other  rights  or  pursuant  to the  terms of such
Convertible Securities.
<PAGE>

          (d)  Issuance of  Convertible  Securities.  In case the Company  shall
issue  any  Convertible  Securities  and the  consideration  per share for which
Additional  Shares  of  Common  Stock  may at any time  thereafter  be  issuable
pursuant  to the  terms of such  Convertible  Securities  shall be less than the
Exercise Price in effect on the date of issuance of such Convertible Securities,
then the Exercise Price shall be adjusted in the manner  prescribed in Paragraph
3(b) on the basis that (i) the  maximum  number of  Additional  Shares of Common
Stock  necessary to effect the  conversion  or exchange of all such  Convertible
Securities  shall  be  deemed  to  have  been  issued  and  (ii)  the  aggregate
consideration for such maximum number of Additional Shares of Common Stock shall
be deemed to be the minimum consideration received and receivable by the Company
for the issuance of such Additional Shares of Common Stock pursuant to the terms
of such  Convertible  Securities.  No adjustment of the Exercise  Price shall be
made under this Paragraph 3(d) upon the issuance of any  Convertible  Securities
which are issued  pursuant  to the  exercise of any  options,  warrants or other
subscription  or  purchase  rights  therefor,  if  any,  such  adjustment  shall
previously  have been made upon the issuance of such options,  warrants or other
rights pursuant to Paragraph 3(c) above.

          (e) Other Provisions  Applicable to Adjustments  Under this Section 3.
The following provisions shall be applicable to the making of adjustments in the
Exercise Price hereinbefore provided in this Section 3.

              (i) Computation of Consideration.

                  (A)     To   the  extent   that  any   Additional   Shares  of
          Common Stock or any Convertible Securities or any options, warrants or
          other rights to subscribe  for or purchase  any  Additional  Shares of
          Common Stock or any Convertible  Securities shall be issued for a cash
          consideration,  the  consideration  received by the  Company  shall be
          deemed to be the amount of the cash received by the Company  therefor,
          or,  if  such  Additional   Shares  of  Common  Stock  or  Convertible
          Securities  or options,  warrants  or other  rights are offered by the
          Company  for  subscription,   the  subscription  price,  or,  if  such
          Additional  Shares  of  Common  Stock  or  Convertible  Securities  or
          options,  warrants or other rights are sold to underwriters or dealers
          for public  offering  without a  subscription  offering,  the  initial
          public  offering price, in any such case excluding any amounts paid or
          receivable  for  accrued  interest  or accrued  dividends  and without
          deduction of any compensation,  discounts or expenses paid or incurred
          by the  Company  for  and in the  underwriting  of,  or  otherwise  in
          connection with the issue thereof.

                  (B)     To   the  extent  that  such  issuance  shall  be  for
          a  consideration  other than cash,  then,  except as herein  otherwise
          expressly  provided,  the amount of such consideration shall be deemed
          to be the fair value of such consideration as determined in good faith
          by the Board of Directors of the Company

                  (C)     The   consideration  for   any  Additional  Shares  of
          Common  Stock  issuable  pursuant  to any  options,  warrants or other
          rights  to   subscribe   for  or  purchase   the  same  shall  be  the
          consideration  received  by the  Company  for  issuing  such


<PAGE>

          options, warrants or other rights, plus the  additional  consideration
          payable to the  Company upon the exercise of such options, warrants or
          other rights.  The  consideration  for any Additional Shares of Common
          Stock issuable pursuant  to  the  terms of any Convertible  Securities
          shall be the  consideration received  by  the Company for  issuing any
          options,  warrants or other  rights to subscribe  for or purchase such
          Convertible  Securities  plus the consideration paid or payable to the
          Company  in  respect  of the subscription  for  or  purchase  of  such
          Convertible Securities,  plus  the  additional consideration,  if any,
          payable to the Company upon the exercise  of  the right of  conversion
          or exchange in such Convertible Securities.

                  (D)     In  case of the issuance at any time of any Additional
          Shares  of  Common  Stock  or  Convertible   Securities  in payment or
          satisfaction of any dividend upon any class of equity securities other
          than Common  Stock,  the  Company  shall be deemed  to  have  received
          for   such   Additional   Shares   of   Common  Stock  or  Convertible
          Securities  consideration  equal to the  amount  of  such  dividend so
          paid or satisfied.

               (ii)    Readjustment   of   Exercise   Price.    Subject  to  the
     provisions of the second sentence of this Subparagraph  3(e)(ii),  upon the
     expiration of the right to convert or exchange any Convertible  Securities,
     or upon the  expiration  of any rights,  options or  warrants,  or upon any
     increase in the  minimum  consideration  receivable  by the Company for the
     issuance of Additional  Shares of Common Stock pursuant to such Convertible
     Securities,  rights,  options  or  warrants,  if any,  if such  Convertible
     Securities  shall  not have been  converted  or  exchanged,  or if any such
     rights,  options or warrants shall not have been  exercised,  the number of
     shares of Common Stock deemed to be issued and outstanding by reason of the
     fact  that they were  issuable  upon  conversion  or  exchange  of any such
     Convertible  Securities  or upon  exercise of any such  rights,  options or
     warrants  shall no longer be computed as set forth above,  and the Exercise
     Price shall  forthwith be readjusted  and  thereafter be the price which it
     would have been (but reflecting any other adjustments in the Exercise Price
     made  pursuant to the  provisions  of this  Section 3 after the issuance of
     such  Convertible   Securities,   rights,  options  or  warrants)  had  the
     adjustment  of the  Exercise  Price made upon the  issuance or sale of such
     Convertible  Securities or the issuance of such rights, options or warrants
     been made on the basis of the  issuance  only of the  number of  Additional
     Shares of Common Stock actually  issued upon conversion or exchange of such
     Convertible  Securities  or upon the  exercise of such  rights,  options or
     warrants, or upon the basis of such increased minimum consideration, as the
     case may be, and thereupon  only the number of Additional  Shares of Common
     Stock actually so issued or the number  thereof  issuable upon the basis of
     such increased  minimum  consideration  shall be deemed to have been issued
     and only the  consideration  actually  received or such  increased  minimum
     consideration   receivable   by  the  Company   (computed  as  provided  in
     Subparagraph  3(i)(a) shall be deemed to have been received by the Company.
     No such  readjustment  of the  Exercise  Price  shall  be made  unless  the
     Exercise Price was adjusted under the provisions of Paragraph 3(c) above at
     the time such rights, options or warrants were issued.


<PAGE>

          (f)  Extraordinary  Dividends.  In case the  Company  shall  declare a
dividend  upon its Common Stock  (except a dividend  payable in shares of Common
Stock  referred  to in clause (i) of  Paragraph  3(a) or a  dividend  payable in
warrants, rights or Convertible Securities referred to in Paragraph 3(c) or 3(d)
payable otherwise than out of retained  earnings),  the Exercise Price in effect
immediately  prior to the  declaration  of such dividend  shall be reduced by an
amount equal,  in the case of a dividend in cash, to the amount thereof  payable
per share of Common Stock to the extent otherwise than out of retained  earnings
or, in the case of any other  dividend,  to the fair value  thereof per share of
Common  Stock as  determined  in good  faith by the  Board of  Directors  of the
Company;  provided, that in no event shall the Exercise Price be reduced to less
than the then current par value of the Common Stock per share.  For the purposes
of the foregoing,  a dividend payable other than in cash or capital stock of the
Company shall be considered  payable out of retained earnings only to the extent
that such  retained  earnings  are charged an amount  equal to the fair value of
such  dividend as  determined  by the Board of Directors  of the  Company.  Such
reduction  shall  take  effect as of the date on which a record is taken for the
purpose of such  dividend or if a record is not taken,  the date as of which the
holders  of the  Common  Stock of record  entitled  to such  dividend  are to be
determined.  Appropriate readjustment of the Exercise Price shall be made in the
event that any  dividend  referred to in this  Paragraph  3(f) shall be lawfully
abandoned.

          (g) Minimum Adjustment.  Except as hereinafter provided, no adjustment
of the Exercise Price hereunder  shall be made if such  adjustment  results in a
change of the  Exercise  Price  then in effect of less than one cent  ($.01) per
share.  Any  adjustment  of less than one cent ($.01) per share of any  Exercise
Price  shall be carried  forward  and shall be made at the time of and  together
with any subsequent adjustment which, together with adjustment or adjustments so
carried  forward,  amounts to one cent ($.01) per share or more.  However,  upon
exercise  of this  Warrant  Certificate,  the Company  shall make all  necessary
adjustments (to the nearest cent) not theretofore  made to the Exercise Price up
to and  including  the  effective  date upon which this Warrant  Certificate  is
exercised.

          (h)  Notice of  Adjustments.  Whenever  the  Exercise  Price  shall be
adjusted  pursuant  to this  Section 3, the  Company  shall  promptly  deliver a
certificate  signed by the President or a Vice President and by the Treasurer or
an  Assistant  Treasurer  or the  Secretary  or an  Assistant  Secretary  of the
Company,   setting  forth,  in  reasonable   detail,  the  event  requiring  the
adjustment,  the amount of the  adjustment,  the method by which such adjustment
was  calculated  (including  a  description  of the  basis on which the Board of
Directors of the Company made any determination  hereunder), by first class mail
postage prepaid to each Holder.

          (i) Capital  Reorganizations and Other  Reclassifications.  In case of
any capital  reorganization of the Company,  or of any  reclassification  of the
shares  of  Common  Stock  (other  than  a   reclassification,   subdivision  or
combination of shares of Common Stock referred to in Paragraph 3(a)), or in case
of the  consolidation of the Company with, or the merger of the Company with, or
merger of the Company into, any other corporation (other than a reclassification
of the shares of Common Stock referred to in Paragraph  3(a) or a  consolidation
or  merger  which  does not  result  in any  reclassification  or  change of the
outstanding  shares of Common Stock) or of the sale of the properties and assets
of the Company as, or substantially  as, an entirety to any other corporation or
entity, each Warrant shall, after such capital reorganization,  reclassification
of shares of Common

<PAGE>

Stock,  consolidation,   merger,  or  sale, be  exercisable,  upon the terms and
conditions  specified  in this  Warrant  Certificate,  for the kind,  amount and
number of shares or other  securities,  assets, or cash to which a holder of the
number  of  shares  of Common  Stock  purchasable  (at the time of such  capital
reorganization,  reclassification  of  shares of  Common  Stock,  consolidation,
merger or sale)  upon  exercise  of such  Warrant  would have been  entitled  to
receive upon such capital  reorganization,  reclassification of shares of Common
Stock,  consolidation,  merger, or sale; and in any such case, if necessary, the
provisions  set forth in this Section 3 with respect to the rights and interests
thereafter  of the  Warrantholder  shall be  appropriately  adjusted so as to be
applicable, as nearly equivalent as possible, to any shares or other securities,
assets,  or cash  thereafter  deliverable  on the exercise of the Warrants.  The
Company shall not effect any such  consolidation,  merger, or sale, unless prior
to or simultaneously with the consummation thereof the successor  corporation or
entity (if other than the Company)  resulting from such  consolidation or merger
or the  corporation  or  entity  purchasing  such  assets  or other  appropriate
corporation  or entity shall assume,  by written  instrument,  the obligation to
deliver to the  Warrantholder  such shares,  securities,  assets, or cash as, in
accordance  with the  foregoing  provisions,  such  holders  may be  entitled to
purchase and the other obligations hereunder.  The subdivision or combination of
shares of Common Stock at any time  outstanding  into a greater or lesser number
of shares shall not be deemed to be a  reclassification  of the shares of Common
Stock for purposes of this Paragraph 3(i).

          (j) Adjustments to Other Securities. In the event that at any time, as
a result of an  adjustment  made  pursuant to this Section 3, the  Warrantholder
shall become  entitled to purchase any shares or securities of the Company other
than the shares of Common Stock,  thereafter  the number of such other shares or
securities so  purchasable  upon exercise of each Warrant and the exercise price
for such shares or securities  shall be subject to adjustment  from time to time
in a manner and on terms as nearly equivalent as possible to the provisions with
respect to the shares of Common Stock  contained in Paragraphs 3(a) through (i),
inclusive.

          (k)   Deferral   of   Issuance   of   Additional   Shares  in  Certain
Circumstances.  In any  case in  which  this  Section  3 shall  require  that an
adjustment  in the  Exercise  Price be made  effective as of a record date for a
specified  event,  the Company may elect to defer until the  occurrence  of such
event issuing to the  Warrantholder  exercised after such record date the shares
of Common Stock, if any,  issuable upon such exercise over and above the Warrant
Shares,  if any,  issuable upon such exercise on the basis of the Exercise Price
in effect prior to such adjustment;  provided,  however,  that the Company shall
deliver as soon as  practicable  to such holder a due bill or other  appropriate
instrument  provided by the Company  evidencing  such holder's  right to receive
such  additional  shares  of  Common  Stock  upon the  occurrence  of the  event
requiring such adjustment.

          (l) Additional  Shares of Common Stock  Defined.  For purposes of this
Warrant Certificate, the term "Additional Shares of Common Stock" shall mean all
shares of Common Stock issued by the Company on or after the date hereof  except
shares of Common  Stock  issued upon the  exercise of any of options  granted or
available for grant under the  Company's  1994  Long-Term  Incentive  Plan,  the
Company's Outside Director and Advisor Stock Option Plan, the Company's Software
Publishing  Corporation  1989 Stock Plan and the Company's  Software  Publishing
Corporation 1991 Stock Option Plan.
<PAGE>

     4.   Definition of Common Stock.

          The Common Stock issuable upon exercise of the Warrants shall be the
Common Stock as constituted on the date hereof except as otherwise  provided in
Section 3.

     5.   Notices of Record Date, etc.

          In the event the Company shall propose to take any action of the types
requiring an adjustment of the Exercise  Price or the number or character of the
Warrant Shares or Warrants  pursuant to Section 3 or a dissolution,  liquidation
or winding up of the Company  (other than in  connection  with a  consolidation,
merger,  or  sale  of all or  substantially  all of its  property,  assets,  and
business as an  entirety)  shall be proposed,  the Company  shall give notice to
each  Warrantholder  as provided in Section 11, which  notice shall  specify the
record date,  if any, with respect to any such action and the date on which such
action is to take  place.  Such  notice  shall  also set forth  such  facts with
respect thereto as shall be reasonable  necessary to indicate the effect of such
action (to the extent  such  effect may be known at the date of such  notice) on
the Exercise Price and the number,  kind or class of shares or other  securities
or property which shall be  deliverable  or  purchasable  upon the occurrence of
such action or deliverable upon the exercise of the Warrants. In the case of any
action which will require the fixing of a record date, unless otherwise provided
in this  Warrant  Certificate,  such notice  shall be given at least twenty days
prior to the date so fixed,  and in case of all other action,  such notice shall
be given at least thirty days prior to the taking of such proposed action.

     6.   Replacement of Securities.

          If this  Warrant  Certificate  shall be  lost,  stolen,  mutilated  or
destroyed,  the Company shall, on such terms as to indemnity or otherwise as the
Company may in its discretion reasonably impose, issue a new certificate of like
tenor or date  representing  in the  aggregate  the right to  subscribe  for and
purchase  the number of shares of Common Stock which may be  subscribed  for and
purchased  hereunder.  Any such new  certificate  shall  constitute  an original
contractual  obligation  of the  Company,  whether  or not the  allegedly  lost,
stolen,  mutilated  or  destroyed  Warrant  Certificate  shall  be at  any  time
enforceable by anyone.

     7.   Registration.

          This Warrant  Certificate,  as well as all other warrant  certificates
representing  Warrants  shall be numbered and shall be  registered in a register
(the "Warrant  Register")  maintained at the Company  Office as they are issued.
The Warrant  Register shall list the name,  address and Social Security or other
Federal Identification Number, if any, of all Warrantholders.  The Company shall
be entitled to treat the  Warrantholder  as set forth in the Warrant Register as
the owner in fact of the  Warrants  as set forth  therein for all  purposes  and
shall not be bound to recognize  any  equitable or other claim to or interest in
such  Warrant on the part of any other  person,  and shall not be liable for any
registration  of transfer of Warrants that are registered or to be registered in
the name of a  fiduciary  or the  nominee of a  fiduciary  unless  made with the
actual  knowledge that a fiduciary or

<PAGE>

nominee  is  committing  a  breach  of trust in requesting such  registration of
transfer,  or with such knowledge of such facts that its  participation  therein
amounts to bad faith.

     8.   Transfer.

     THIS  WARRANT  AND  THE  SHARES  OF COMMON  STOCK  ISSUABLE  UPON  EXERCISE
     HEREOF  HAVE NOT BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT OF 1933,  AS
     AMENDED. THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE
     OF THIS WARRANT 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 THIS WARRANT  AND/OR 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 THIS WARRANT AND SUCH SHARES TO THE
     EFFECT  THAT  REGISTRATION  IS NOT  REQUIRED  UNDER SUCH ACT AND SUCH STATE
     SECURITIES LAWS.

     9.   Benefits and Obligations of Subscription Agreement.

          The holder of any Warrant  Shares shall receive the benefits of and be
subject to the obligations, including restrictions on the transferability of the
Warrant Shares, as set forth in that certain Subscription Agreement, dated April
27,  1998,  between  the Company  and the  Warrantholder  pursuant to which this
Warrant  Certificate  was  issued,  a copy of  which  is on file at the  Company
Offices.

     10.  Exchange of Warrant Certificates.

          This Warrant  Certificate may be exchanged for another  certificate or
certificates  entitling the  Warrantholder  thereof to purchase a like aggregate
number of Warrant Shares as this Warrant Certificate entitles such Warrantholder
to purchase.  A Warrantholder  desiring to so exchange this Warrant  Certificate
shall make such request in writing delivered to the Company, and shall surrender
this Warrant  Certificate  therewith.  Thereupon,  the Company shall execute and
deliver to the person entitled thereto a new certificate or certificates, as the
case may be, as so requested.

     11.  Notices.

          All notices and other communications hereunder shall be in writing and
shall be  deemed  given  when  delivered  in  person,  against  written  receipt
therefor, or two days after being sent, by registered or certified mail, postage
prepaid, return receipt requested, and, if to the Warrantholder, at such address
as is shown on the Warrant  Register or as may otherwise may have been furnished
to the Company in writing by the  Warrantholder  and, if to the Company,  at the
Company Offices.


<PAGE>

     12.  Miscellaneous.

          This Warrant  Certificate and any term hereof may be changed,  waived,
discharged  or terminated  only by an instrument in writing  signed by the party
against which  enforcement of such change,  waiver,  discharge or termination is
sought.  This  certificate  is deemed to have been delivered in the State of New
York and shall be construed and enforced in accordance  with and governed by the
laws of such State. The headings in this Warrant Certificate are for purposes of
reference only, and shall not limit or otherwise affect any of the terms hereof.

     13.  Expiration.

          Unless as hereinafter  provided,  the right to exercise these Warrants
shall expire at the Expiration Time.


Dated: April 29, 1998


                                         SOFTWARE PUBLISHING CORPORATION
                                           HOLDINGS, INC.



                                         By: ___________________________________
                                                Mark E. Leininger, President


ATTEST:


_______________________________
   Marc E. Jaffe, Secretary



<PAGE>


                                  EXERCISE FORM



                                                   Dated:_______________, 19__


TO: SOFTWARE PUBLISHING CORPORATION HOLDINGS, INC.:

          The  undersigned  hereby  irrevocably  elects  to  exercise the within
Warrant, to the extent of purchasing _________________ shares  of  Common Stock,
and hereby makes payment of _____________ in  payment  of  the  actual  Exercise
Price thereof.

                                    _________

                     INSTRUCTIONS FOR REGISTRATION OF STOCK


          Name: ________________________________________________________________
                         (Please type or print in block letters)



     Address:  _________________________________________________________________


               _________________________________________________________________


               _________________________________________________________________


    Signature: _________________________________________________________________
                (Signature must conform in all respects to the name of the
                 Warrantholder as set forth on the face of this Warrant
                 Certificate.)



<PAGE>


                                 ASSIGNMENT FORM


          FOR  VALUE   RECEIVED,   _____________________________________  hereby
sells, assigns and transfers unto


     Name: _____________________________________________________________________
                      (Please type or print in block letters)



  Address: _____________________________________________________________________


           _____________________________________________________________________


           _____________________________________________________________________


the  right  to  purchase  Common  Stock represented by this Warrant  Certificate
to the extent of  ________________  shares as to which such right is exercisable
and does hereby irrevocably  constitute and appoint  ___________________________
Attorney-in-Fact,  to transfer  the same on the books of the  Company  with full
power of substitution in the premises.

Dated: ______________________________




     Signature: ________________________________________________________________
                (Signature must conform in all respects to the name of the
                 Warrantholder as set forth on the face of this Warrant
                 Certificate.)