SETTLEMENT AND GENERAL RELEASE AGREEMENT

     THIS SETTLEMENT AND GENERAL RELEASE AGREEMENT (the "Agreement") is made and
entered  into as of the 26th day of  September,  1997 by and  between  Joseph V.
Szczepaniak  ("Szczepaniak" 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,  Szczepaniak  has been employed by SPCH and SPC as Vice  President
Sales & Marketing; and

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

     WHEREAS,  the  Parties  now desire to settle  fully and  finally all claims
Szczepaniak  may have  against SPCH or SPC and that SPCH or SPC may have against
Szczepaniak  and others  released  herein,  including,  but not  limited to, any
matters  arising  out of  Szczepaniak'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
other.

     2. Resignation.

     Szczepaniak  hereby  resigns as an officer  and  employee  of SPCH and SPC.
Szczepaniak agrees to return to SPCH or SPC all assets, equipment or other items
which are owned by SPCH or SPC not  later  than one (1) month  after the date of
this Agreement.

     3. Consideration to Szczepaniak.

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


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               (i)  SPCH shall pay to Szczepaniak a net amount equal to FIFTY
                    THOUSAND DOLLARS $50,000.

               (ii) SPCH shall pay to  Szczepaniak  an amount equal to $7,377.32
                    in respect of accrued vacation.

               (iii)     SPCH shall  continue to make all payments in respect of
                         health insurance for Szczepaniak's  benefit  consistent
                         with past  practice  for a period of 3 months after the
                         date of this Agreement.

               (iv) SPCH  shall  pay to  Szczepaniak  an  amount  equal to FORTY
                    THOUSAND  DOLLARS  $40,000 upon the completion of a contract
                    between SPCH or SPC with Microsoft  Corporation  pursuant to
                    which  Microsoft   Corporation   purchases   either  Harvard
                    Graphics  or  any  portion  of  the  Intelligent  Formatting
                    technology,  if that  agreement  is made within 12 months of
                    this agreement.

               (v)  Szczepaniak shall return to the Company all Company property
                    that is in his possession.

     (b)  SPCH  will  extend  the  stock  option  rights  granted  to him on his
currently  vested options (67,012 options) to be exercisable at the strike price
of  $1.25  for a period  of six (6)  months  from  the  date of this  agreement.
Thereafter, such options shall terminate.

     4. Complete Release.

     (a) As a material  inducement to SPCH and SPC to enter into this Agreement,
Szczepaniak  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 Szczepaniak 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

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arising under Title VII of the United States Code. It is expressly understood by
Szczepaniak 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 Szczepaniak may have pursuant to
the Employment  Agreement  dated May 20, 1996 between  Szczepaniak  and SPCH, as
amended,  and pursuant to the Management  Continuity  Agreement dated October 1,
1996 between  Szczepaniak  and SPC, as amended.  Notwithstanding  anything  else
contained  in this  agreement,  this  agreement  is not  intended to release any
rights  Szczepaniak has with respect to his  participation in company  sponsored
stock option plans, the SPC sponsored 401K plan or any rights Szczepaniak has to
seek and obtain  indemnification  and/or  defense in the event that any claim is
asserted  against  Szczepaniak  by a third  party.  Szczepaniak  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.

     (b) As a material  inducement to Szczepaniak to enter into this  Agreement,
each of SPCH and SPC hereby irrevocably and unconditionally  waive,  release and
discharge Szczepaniak, 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  Szczepaniak,  any violation by  Szczepaniak  of Section 16 of the Securities
Exchange Act of 1934,  as amended or the  agreements  of  Szczepaniak  contained
herein.

     (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.

     Szczepaniak acknowledges that:


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     (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;

     (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.

     Szczepaniak  shall not  disclose  or deliver  to any other  party any 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  Szczepaniak  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

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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.

     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.


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     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.

     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.

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     In witness whereof,  this agreement has been duly executed and delivered by
the parties hereto on the date first above written.

SOFTWARE PUBLISHING CORPORATION HOLDINGS, INC.

By: /s/Barry Cinnamon
    Barry Cinnamon, Chairman


SOFTWARE PUBLISHING CORPORATION, INC.

By: /s/Barry Cinnamon
    ------------------------
    Barry Cinnamon, Chairman




    /s/Joseph V. Szczepaniak
    ------------------------ 
    Joseph V. Szczepaniak