CONSULTING AGREEMENT



     AGREEMENT,  dated  July  25,  1997,  by  and  between  SOFTWARE  PUBLISHING
CORPORATION,  a Delaware  corporation  (the "Company") and Daniel J. Fraisl,  an
individual residing at 13500 Sarah View Drive,  Saratoga,  California 95070 (the
"Consultant").

                              W I T N E S S E T H:

     WHEREAS, from March 1995 through the date hereof, the Consultant has served
as an officer of the Company; and

     WHEREAS,  the  Company  desires  to retain  the  Consultant  because of his
extensive knowledge, experience and abilities with respect to the business being
conducted  by the  Company,  and the  Company  considers  that the advice of the
Consultant  may be important to the  continued  success of the Company,  and the
Consultant is willing to accept a retainer with the Company as a consultant  and
to  provide  to  the  Company  his  services,  upon  the  terms  and  conditions
hereinafter set forth;

     NOW,  THEREFORE,  in consideration of the premises and mutual covenants and
agreements  herein  contained,  the Company and the  Consultant  hereby agree as
follows:

Section 1.     Consulting Period.

     (a) The Company  hereby  engages the Consultant to furnish the advisory and
consulting  services  specified  herein,  and the Consultant hereby accepts such
engagement  and agrees to provide  such  services,  on the terms and  conditions
herein set forth,  for a two (2) year period  commencing on the date hereof (the
"Closing  Date") and ending on the second  anniversary  of the date  hereof (the
"Consulting Period").  During the Consulting Period, Consultant agrees to devote
all his efforts to the affairs of the Company at all times when he is located at
the Company's offices or conducting business on the Company's behalf.

     (b) The Consulting Period may be terminated by the Company:

       (i)  Upon the date of death of the Consultant;

       (ii) 60 days following written notice by the Company to the Consultant
of the Company's termination of the Consulting Period.

     (c) In the event the Company  terminates  the  services  of the  Consultant
pursuant to Section  1(b) hereof,  the Company  shall pay to the  Consultant  an
amount equal to $80,000 if no amount is paid pursuant to Section 3(a)(i) hereof.
If a payment is made pursuant to Section 3(a)(i) hereof, no further compensation
will be payable hereunder.
<PAGE>

Section 2.     Consulting Services.

     (a) During the Consulting  Period, the Consultant shall furnish the Company
with advisory and consulting  services to be determined by the Company  relating
to the  establishment  of  strategic  development  and  licensing  relationships
("Relationships")  between the Company and other  computer  software  companies,
primarily with regard to the Company's Intelligent  Formatting  technology.  For
the purpose of this  Agreement,  the term "Company"  shall include also Software
Publishing  Corporation Holdings,  Inc., a Delaware corporation ("SPCH") and any
corporation  which is a subsidiary  or affiliate  thereof,  and any  corporation
which is a successor  in  interest to the Company or SPCH,  whether by reason of
merger,  consolidation,  and/or purchase or acquisition of substantially  all of
the Company's or SPCH's assets or otherwise.

     (b) During the  Consulting  Period,  the  Consultant  shall be available to
furnish  advisory  and  consulting  services  hereunder  at the  request  of the
Company.  During the  Consulting  Period,  the  Consultant  shall provide to the
Company regular reports regarding the status, progress and proposed terms of any
Relationship, at intervals determined by the Company.

Section 3.     Compensation and Expenses.

     (a) As compensation  for the  Consultant's  services set forth in Section 2
above,  the Company shall pay to the  Consultant  (i) $40,000,  payable upon the
establishment of the first Relationship which yields actual revenues received by
the  Company  in  excess  of  $40,000  as a direct  result  of the  Consultant's
involvement;  (ii)  $40,000,  payable  upon  the  establishment  of  the  second
Relationship  which yields actual revenues  received by the Company in excess of
$40,000 as a direct result of the Consultant's  involvement;  and (iii) for each
subsequent Relationship which directly results from Consultant  involvement,  an
amount equal to the following percentage of the total revenues actually received
by the Company  plus the  mutually  agreed upon value of the  marketing  benefit
received by the Company pursuant to the Relationship  developed hereto,  payable
upon closing:

       Amount of Revenue Generated         Percentage

                $0 - $100,000                  25%
          $100,000 - $500,000                  20%
        $500,000 - $1,000,000                  15%
              over $1,000,000                  10%

     (b ) The Company will reimburse the Consultant for all  reasonable,  actual
out-of-pocket  expenses  incurred by the Consultant in the performance of duties
hereunder at the request of the Company,  to the extent such  expenses have been
approved  in  advance by the  Company,  either  upon  presentation  of  properly
itemized charges,  receipts and similar documentation or otherwise in accordance
with policies or practices established from time to time by the Company.


<PAGE>

Section 4.     Independent Contractor

     The  Consultant  shall  be an  independent  contractor  and  shall  not  be
considered an employee of the Company for any purpose whatsoever, including, but
not limited to, medical,  health or accident  insurance or plans,  retirement or
pension plans or benefits;  incentive,  bonus or similar plans; sick, disability
or vacation pay or allowances;  withholding,  social  security or other employer
contributions;  and the use of credit cards. The Company will not be responsible
for any income tax withholding with respect to any remuneration  paid or payable
to Consultant hereunder.

Section 5.     Non-Competition, Confidentiality, Non-Interference and 
               Proprietary Information.

     (a)  Non-Competition.  During the term of this Agreement  (the  "Restricted
Period"),  the Consultant shall not, without the written consent of the Company,
directly or indirectly,

     (i) become  associated  with,  render  services to,  invest in,  represent,
advise  or  otherwise  participate  in  as  an  officer,   employee,   director,
stockholder,  partner,  promoter,  agent of,  consultant  for or otherwise,  any
business which is conducted in any of the  jurisdictions  in which the Company's
business is conducted and which is  competitive  with the business  conducted by
the  Company  relating  to  the  Company's  Intelligent  Formatting  or  similar
technology  which the  Company  is  engaged  or plans to be  engaged at the time
Consultant's  retention by the Company ceased;  provided,  however, that nothing
contained herein will prevent Consultant from owning less than five percent (5%)
of any class of  equity  or debt  securities  listed  on a  national  securities
exchange or traded in any established  over-the-counter  securities  market,  so
long as such  involvement  with the issuer of any such securities is solely that
of a passive investor;

     (ii) for the  Consultant's  own  account  or for the  account  of any other
person or  entity  interfere  with the  Company's  relationship  with any of its
suppliers,  customers,  licensors,  licensees,  developers,  representatives  or
agents; or

     (iii)  solicit,  entice or induce on behalf of the  Consultant or any other
person or entity,  the  services,  retention or employment of any person who has
been an employee,  sales  representative,  consultant to or agent of the Company
within six months of the date of such individual's departure from the Company.

     (b)  Confidentiality.  In the course of the  Consultant's  retention by the
Company,  the  Consultant  will have access to and  possession  of valuable  and
important confidential or proprietary data or information of the Company and its
operations.  The Consultant  will not during the  Consultant's  retention by the
Company or at any time thereafter divulge or communicate to any person nor shall
the Consultant direct any Company  employee,  representative or agent to divulge
or  communicate  to any person (other than to a person bound by  confidentiality
obligations  similar to those  contained  herein and other than as  necessary in
performing  the  Consultant's  duties  hereunder) or use to the detriment of the
Company or for the  benefit of any other  person,  any of such  confidential  or
proprietary data or information or make or remove any copies thereof, whether or
not marked or otherwise identified as "confidential" or "secret." The Consultant
shall  take  all  reasonable   precautions  in  handling  the   confidential  or

<PAGE>

proprietary  data or  information  within the  Company to a strict  need-to-know
basis and shall  comply with any and all security  systems and measures  adopted
from  time  to  time  by the  Company  to  protect  the  confidentiality  of the
confidential or proprietary data or information.

     (c) Confidential or Proprietary Data or Information. The term "confidential
or  proprietary  data or  information"  as used in  this  Agreement  shall  mean
information  not  generally   available  to  the  public,   including,   without
limitation,   all  database  information,   personnel   information,   financial
information,  customer lists, supplier lists, trade secrets, forms,  information
regarding operations,  systems, trade programs, services, know how, computer and
any other processed or collated data, computer programs,  software applications,
technology, pricing, marketing and advertising data.

     (d) Proprietary Information and Disclosure.  The Consultant agrees that the
Consultant  will at all times promptly  disclose to the Company in such form and
manner as the Company may reasonably  require,  any inventions,  improvements or
procedural or methodological innovations,  inventions, programs, methods, forms,
systems,  services,  designs, marketing ideas, products or processes (whether or
not  capable  of  being  trademarked,  copyrighted  or  patented)  conceived  or
developed  or  created  by the  Consultant  during  or in  connection  with  the
Consultant's  retention  hereunder and which relate to the business conducted by
the  Company  relating  to  the  Company's  Intelligent  Formatting  or  similar
technology  which the  Company is engaged or plans to be engaged  ("Intellectual
Property").  The Consultant agrees that all such Intellectual  Property shall be
the sole property of the Company,  and hereby assigns,  conveys and transfers to
the Company all of the  Consultant's  right,  title and interest  therein to the
Company.  The Consultant  further  agrees that the Consultant  will execute such
instruments  and perform such acts as may reasonably be requested by the Company
to transfer to and perfect in the Company all legally protectable rights in such
Intellectual Property.

     (f) Return of Property.  All written materials,  records and documents made
by the  Consultant  or  coming  into  the  Consultant's  possession  during  the
Consultant's  retention  by the Company  concerning  any  software,  technology,
products,  processes or equipment manufactured,  used, developed,  investigated,
purchased,  sold or  considered  by the  Company  or  otherwise  concerning  the
business or affairs of the Company  shall be the sole  property of the  Company,
and upon  termination  of the  Consultant's  retention by the  Company,  or upon
request of the Company  during the  Consultant's  retention by the Company,  the
Consultant  shall promptly  deliver the same to the Company.  In addition,  upon
termination of the  Consultant's  retention by the Company,  the Consultant will
deliver to the Company all other Company property in the Consultant's possession
or under the  Consultant's  control,  including,  but not limited  to,  tangible
property, financial statements,  marketing and sales data, customer and supplier
lists, database information and other documents, and any Company credit cards.

     (g)  Survival.   The  provisions  of  this  Section  5  shall  survive  the
termination of your retention hereunder.

Section 6.     Equitable Relief.

     With respect to the covenants contained in Section 5 of this Agreement, the
Consultant  agrees  that any  remedy  at law for any  breach  or  threatened  or
attempted  breach of such covenants may be inadequate and that the Company shall

<PAGE>

be entitled to specific performance or any other mode of injunctive and/or other
equitable  relief to enforce its rights  hereunder  or any other  relief a court
might award without the  necessity of showing any actual  damage or  irreparable
harm or the posting of any bond or furnishing of other security.

Section 7.     Assignment.

     This  Consulting  Agreement  shall not be assigned by either  party  hereto
except  that  the  Company  may  assign  its  rights  hereunder  to any  parent,
subsidiary or affiliate or to any  successor in interest of the Company  whether
by merger,  consolidation,  purchase or acquisition of substantially  all of the
Company's assets or otherwise.

Section 8.     Notices.

     All notices,  requests,  demands and other communications hereunder must be
in writing  and shall be deemed to have been duly given if mailed,  by  prepaid,
first-class,  registered or certified mail, return receipt requested,  delivered
by a  nationally  recognized  overnight  courier  service  or sent by  facsimile
transmission   electronically   confirmed  during  normal  business  hours,  and
addressed as follows:

     (a)  If to the Company, to:   Software Publishing Corporation Holdings,
                                         Inc.
                                   111 North Market Street
                                   San Jose, California  95113
                                   Attention: President
                                   Fax No: (408) 537-3508

          with copy to:            Moritt, Hock & Hamroff, LLP
                                   400 Garden City Plaza
                                   Garden City, New York  11530
                                   Attention: Neil M. Kaufman
                                   Fax No.: (516) 873-2010

     (b)  If to the Consultant, to:Daniel J. Fraisl
                                   13500 Sarah View Drive
                                   Saratoga, California 95070
                                   Fax No.:

          with a copy to:          Thomas N. Makris, Esq.
                                   Rosenblum Parish & Isaacs
                                   555 Montgomery Street
                                   San Francisco, California  94111
                                   Fax No.: (415) 397-5383

Section 9.     Miscellaneous.

     This Agreement  represents the entire  understanding  of the parties hereto
relating to the retention of the Consultant as a consultant to the Company,  and
the terms and  provisions  of this  Agreement  may not be  modified  or amended,
except  in  writing.  Any  failure  or  delay  on the  part of  either  party in
exercising any power or right  hereunder  shall not operate as a waiver thereof,
nor shall any single or partial exercise of any such right or power preclude any
other or further  exercise  thereof or the  exercise of any other right or power
hereunder.  The headings in this Agreement are for convenience of reference only
and shall not be  considered  as part of this  Agreement  nor limit or otherwise
affect the meaning  thereof.  This Agreement  shall be construed and enforced in
accordance  with, and governed by, the laws of the State of California,  without
regard to its conflicts of laws or rules.

     IN WITNESS  WHEREOF,  the parties hereto have duly executed this Consulting
Agreement on the day and year first above written.


                    SOFTWARE PUBLISHING CORPORATION



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


                         /s/ Daniel J. Fraisl
                         Daniel J. Fraisl