Warrant for the purchase of shares of Common Stock

                                                                   50,000 shares

FOR  VALUE  RECEIVED,   Software  Publishing   Corporation  Holdings,  Inc. (the
"Company"), hereby certifies that Boru Enterprises, Inc. or a permitted assignee
thereof,  is  entitled  to  purchase  from the  Company  50,000  fully  paid and
nonassessable shares of the common stock, $.001 par value, of the Company at any
time or from time to time  commencing  April 7, 1998 and prior to 5:00 P.M., New
York city time, on April 6, 2000,  for an aggregate  purchase  price of $50,000,
i.e., a per share price of $1.00. (Hereinafter,  (i) said common stock, together
with any other equity securities which may be issued by the Company with respect
thereto or in substitution  therefor, is referred to as the "Common Stock," (ii)
the shares of the Common Stock purchasable  hereunder or under any other Warrant
(as  hereinafter  defined) are referred to as the "Warrant  Shares,"  (iii) each
holder of the Warrant Shares is referred to as a "Warrant  Shareholder"  and all
holders of the  Warrant  Shares are  collectively  referred  to as the  "Warrant
Shareholders,"  (iv) the  aggregate  purchase  price  payable  hereunder for the
Warrant Shares is referred to as the "Aggregate Warrant Price," (v) the price to
be paid for each of the Warrant Shares upon exercise of this Warrant is referred
to as the "Per Share Warrant Price," (vi) this Warrant,  all identical  warrants
issued on the date  hereof and all  warrants  hereafter  issued in  exchange  or
substitution  for this  Warrant or such other  warrants  are  referred to as the
"Warrants"  and (vi) the holder of this  Warrant is referred to as the  "Holder"
and the holder of this  Warrant and all other  Warrants  are  referred to as the
"Holders").  The Aggregate  Warrant Price is not subject to adjustment.  The Per
Share Warrant Price is subject to adjustment  as  hereinafter  provided;  in the
event of any such adjustment,  the number of Warrant Shares shall be adjusted by
dividing the  Aggregate  Warrant  Price by the Per Share Warrant Price in effect
immediately after such adjustment.

1.   Exercise  of  Warrant.   This  Warrant  may  be  exercised, in whole at any
     time or in part from time to time,  commencing  April 7, 1998, and prior to
     5:00  P.M.,  New York City  time,  on April 6,  2000,  by the Holder by the
     surrender of this  Warrant  (with the  subscription  form at the end hereof
     duly executed) at the address set forth in Subsection 9(a) hereof, together
     with proper payment of the Aggregate  Warrant Price,  or the  proportionate
     part  thereof if this  Warrant is  exercised  in part.  Payment for Warrant
     Shares  shall be made by certified  or official  bank check  payable to the
     order of the Company.  If this  Warrant is exercised in part,  this Warrant
     must be exercised for a number of whole shares of the Common Stock. and the
     Holder is  entitled lo receive a new Warrant  Covering  the Warrant  Shares
     which have nor been exercised and setting forth the  proportionate  part of
     the Aggregate  Warrant Price  applicable to such Warrant Shares.  Upon such
     surrender  of this  Warrant the  Company  will (a) issue a  certificate  or
     certificates  in the name of the  Holder  for the  largest  number of whole
     shares of the Common  Stock to which the Holder  shall be entitled  and, if
     this Warrant is exercised in whole, in lieu of any fractional  share of the
     Common Stock to which the Holder shall be entitled,  pay to the Holder cash
     in an  amount  equal to the fair  market  value  of such

<PAGE>

     fractional  share  (determined  in  such  reasonable manner as the Board of
     Directors  of the  Company  shall  determine),  and (b)  deliver  the other
     securities and properties  receivable upon the exercise of this Warrant, or
     the  proportionate  part  thereof  if this  Warrant is  exercised  in part,
     pursuant to the provisions of this Warrant.

2.   Reservation  of  Warrant  Shares.    The  Company  agrees  that,   prior to
     the  expiration  of  this  Warrant,  the  Company  will at all  times  have
     authorized and in reserve, and will keep available,  solely for issuance or
     delivery upon the exercise of this Warrant,  the shares of the Common Stock
     and  other  securities  and  properties  as  from  time to  time  shall  be
     receivable  upon  the  exercise  of this  Warrant,  free  and  clear of all
     restrictions  on sale or transfer  (except for applicable  state or federal
     securities law restrictions) and free and clear of all pre-emptive rights.

3.   Protection Against Dilution.

     a)   If,   at  any  time  or  from   time  to time  after  the date of this
          Warrant,  the Company shall issue or distribute (for no consideration)
          to  the  holders  of  shares  of  Common   Stock   evidences   of  its
          indebtedness,  any  other  securities  of the  Company  or  any  cash,
          property or other assets  (excluding  a  subdivision,  combination  or
          reclassification,  or  dividend or  distribution  payable in shares of
          Common Stock,  referred to in Subsection 3(b), and also excluding cash
          dividends  or  cash  distributions  paid  out of net  profits  legally
          available therefor if the full amount thereof, together with the value
          of other dividends and distributions made  substantially  concurrently
          therewith or pursuant to a plan which  includes  payment  thereof,  is
          equivalent  to not more than 5% of the  Company's net worth) (any such
          nonexcluded event being herein called a "Special  Dividend"),  the Per
          Share  Warrant  Price shall be adjusted by  multiplying  the Per Share
          Warrant  Price then in effect by a fraction,  the  numerator  of which
          shall be the then current market price of the Common Stock (defined as
          the average for the thirty consecutive  business day immediately prior
          to the record date of the daily  closing  price of the Common Stock as
          reported by the principal exchange or market on which the Common Stock
          is listed) less the fair market value (as  determined by the Company's
          Board of Directors) of the  evidences of  indebtedness,  securities or
          property,  or other  assets  issued  or  distributed  in such  Special
          Dividend  applicable to one share of Common Stock and the  denominator
          of which shall be such then  current  market price per share of Common
          Stock.  An  adjustment  made  pursuant to this  Subsection  3(a) shall
          become effective immediately after the record date of any such Special
          Dividend.

     b)   In  case  the  Company  shall  hereafter  (i)  pay  a dividend or make
          a  distribution  on its capital stock in shares of Common Stock,  (ii)
          subdivide its outstanding shares of Common Stock into a greater number
          of shares, (iii) combine its outstanding shares of Common Stock into a
          smaller  number  of shares or (iv)  issue by  reclassification  of its
          Common Stock any shares of capital stock of the Company, the Holder or
          Holders of this Warrant shall thereafter be entitled, upon exercise of
          this Warrant,  to receive

<PAGE>

          the  number  and  kind  of  shares  which,  if this  Warrant  had been
          exercised immediately prior to the happening of such event, the Holder
          or Holders  would have owned upon such  exercise,  and would have been
          entitled to receive upon consummation of such dividend,  distribution,
          subdivision,  combination  or  reclassification.  An  adjustment  made
          pursuant to this  Subsection 3(b) shall become  effective  immediately
          after the record  date in the case of a dividend or  distribution  and
          shall become  effective  immediately  after the effective  date in the
          case of a subdivision,  combination or reclassification.  Whenever the
          number of shares of Common  Stock  purchasable  upon  exercise of this
          Warrant is adjusted  pursuant to this Subsection  3(b), each Per Share
          Warrant   Price  shall  be  adjusted   simultaneously   therewith   by
          multiplying  the Per Share Warrant Price then in effect by a fraction,
          the  numerator  of  which  shall  be  the  number  of  Warrant  Shares
          purchasable  at each Per Share  Warrant  Price upon  exercise  of this
          Warrant  immediately prior to such adjustment,  and the denominator of
          which shall be the number of Warrant  Shares  purchasable  at each Per
          Share Warrant Price upon  exercise of this Warrant  immediately  after
          such adjustment,  so that the Aggregate Warrant Price shall remain the
          same.  If,  as a  result  of  an  adjustment  made  pursuant  to  this
          Subsection 3(b), the Holder of any Warrant thereafter  surrendered for
          exercise  shall  become  entitled  to  receive  shares  of two or more
          classes of capital  stock or shares of Common Stock and other  capital
          stock of the  Company,  the Board of  Directors  (whose  determination
          shall be conclusive  and shall be described in a written notice to the
          Holder of any Warrant promptly after such adjustment)  shall determine
          the  allocation  of the adjusted Per Share  Warrant  Price  between or
          among  shares of such  classes  or  capital  stock or shares of Common
          Stock and other capital stock.

     c)   Except  as   provided   in   Subsection   3(e),   in  case the Company
          shall at any time after  October  31, 1998 issue or sell any shares of
          Common  Stock for a  consideration  per share  less than the Per Share
          Warrant  Price on the date of such  issuance  or sale,  the Per  Share
          Warrant  Price shall be  adjusted  as of the date of such  issuance or
          sale so that the same shall equal the price determined by dividing (i)
          the sum of (a) the number of shares of Common Stock outstanding on the
          date of such  issuance  or sale  multiplied  by the Per Share  Warrant
          Price plus (b) the gross proceeds derived by the Company from the sale
          or  issuance  of such  Common  Stock by (ii) the sum of (a)  number of
          shares of Common  Stock  outstanding  on the date of such  issuance or
          sale plus (b) the number of additional shares of Common Stock issuable
          upon exercise or conversion of such securities.

     d)   Except  as  provided  in   Subsection   3(a)  and  3(e),   in case the
          Company shall hereafter issue or sell any rights, options, warrants or
          securities convertible into Common Stock entitling the holders thereof
          to purchase  Common  Stock or to convert such  securities  into Common
          Stock at a price  per  share  (determined  by  dividing  (i) the total
          amount, if any, received or receivable by the Company in consideration
          of  the  issuance  or  sale  of  such  rights,  options,  warrants  or
          convertible  securities plus the total consideration,  if any, payable
          to the  Company  upon  exercise  or  conversion

<PAGE>

          thereof   (the   "Total  Consideration")   by   (ii)   the  number  of
          additional shares of Common Stock issuable upon exercise or conversion
          of such securities) less than the then current Per Share Warrant Price
          in effect on the date of such issuance or sale,  the Per Share Warrant
          Price  shall be  adjusted  as of the date of such  issuance or sale so
          that the same shall equal the price determined by dividing (i) the sum
          of (a) the number of shares of Common Stock outstanding on the date of
          such  issuance or sale  multiplied by the Per Share Warrant Price plus
          (b) the  Total  Consideration  by (ii)  the sum of (a) the  number  of
          shares of Common  Stock  outstanding  on the date of such  issuance or
          sale plus (b) the number of additional shares of Common Stock issuable
          upon exercise or conversion of such securities.

     e)   In  case  of  any  capital  reorganization  or  reclassification,   or
          any consolidation or merger to which the Company is a party other than
          a merger or  consolidation  in which  the  Company  is the  continuing
          corporation, or in case of any sale or conveyance to another entity of
          the  property of the Company as an  entirety  or  substantially  as an
          entirety,  or in the case of any statutory exchange of securities with
          another  corporation  (including  any exchange  effected in connection
          with a merger of a third corporation into the Company),  the Holder of
          this Warrant  shall have the right  thereafter to convert such Warrant
          into the kind and amount of  securities,  cash or other property which
          he would have owned or have been entitled to receive immediately after
          such   reorganization,   reclassification,    consolidation,   merger,
          statutory exchange, sale or conveyance had this Warrant been exercised
          immediately  prior  to the  effective  date  of  such  reorganization,
          reclassification,  consolidation,  merger, statutory exchange, sale or
          conveyance and in any such case, if necessary,  appropriate adjustment
          shall be made in the  application  of the provisions set forth in this
          Section 3 with respect to the rights and  interests  thereafter of the
          Holder of this  Warrant  to the end that the  provisions  set forth in
          this Section 3 shall thereafter  correspondingly be made applicable as
          nearly as may  reasonably  be, in  relation  to any shares of stock or
          other  securities  or be, in  relation to any shares of stock or other
          securities or property  thereafter  deliverable  on the  conversion of
          this  Warrant.  The above  provisions  of this  Subsection  3(e) shall
          similarly  apply  to  successive  reorganizations,  reclassifications,
          consolidations,  mergers,  statutory exchanges,  sales or conveyances.
          The  issuer of any  shares of stock or other  securities  or  property
          thereafter  deliverable  on the  conversion  of this Warrant  shall be
          responsible  for all of the agreements and  obligations of the Company
          hereunder.  Notice  of  any  such  reorganization,   reclassification,
          consolidation,  merger,  statutory exchange, sale or conveyance and of
          said provisions so proposed to be made, shall be mailed to the Holders
          of the Warrants  not less than 10 days prior co such event.  A sale of
          all  or  substantially  all  of  the  assets  of  the  Company  for  a
          consideration  consisting  primarily of  securities  shall be deemed a
          consolidation or merger for the foregoing purposes.

     f)   No  adjustment  in  the  Per  Share  Warrant  price  shall be required
          unless  such  adjustment  would  require an increase or decrease of at
          least $0.05 per share of Common  Stock;  provided,  however,  that any
          adjustments  which by reason of this

<PAGE>

          Subsection   3(f)  are  not   required   to be made  shall be  carried
          forward and taken into account in any subsequent adjustment;  provided
          further,  however,  that  adjustments  shall be  required  and made in
          accordance  with the  provisions  of this  Section 3 (other  than this
          Subsection  3(f)) not later than such time as may be required in order
          to preserve the  tax-free  nature of a  distribution  to the Holder of
          this  Warrant or Common  Stock  issuable  upon  exercise  hereof.  All
          calculations  under this Section 3 shall be made to the nearest  cent.
          Anything  in  this  Section  3 to the  contrary  notwithstanding,  the
          Company  shall be  entitled to make such  reductions  in the Per Share
          Warrant Price,  in addition to chose required by this Section 3, as it
          in its  discretion  shall deem to be advisable in order that any stock
          dividend,  subdivision of shares or distribution of rights to purchase
          stock or securities  convertible or  exchangeable  for stock hereafter
          made by the Company to its shareholders shall not be taxable.

     g)   If  the  Board  of   Directors   of  the  Company   shall  declare any
          dividend or other distribution with respect to the Common Stock, other
          than a cash distribution out of earned surplus, the Company shall mail
          notice  thereof to the Holders of the  Warrants  not less than 10 days
          prior to the record date fixed for determining  shareholders  entitled
          to participate in such dividend or other distribution.

  4.      Fully  Paid  Stock,  Taxes.   The  Company  agrees  that the shares of
          the Common Stock represented by each and every certificate for Warrant
          Shares  delivered on the exercise of this Warrant in  accordance  with
          the terms  hereof  shall,  at the time of such  delivery,  be  validly
          issued and outstanding, fully paid and nonassessable,  and not subject
          to pre-emptive  rights,  and the Company will take all such actions as
          may be necessary to assure that the par value or stated value, if any,
          per share of the  Common  Stock is at all times  equal to or less than
          the then Per Share Warrant Price.  The Company  further  covenants and
          agrees that it will pay, when due and payable, any and all Federal and
          state stamp,  original  issue or similar taxes which may be payable in
          respect of the issue of any Warrant Share or certificate therefor.

5.   Registration Under Securities Act of 1933.

     a)   The  Company   agrees  that  if,  at  any  time  and from time to time
          during the period  commencing on the date of execution of this Warrant
          and ending on April 6, 2000,  the Company  shall  undertake to prepare
          and file a registration  statement or a post-effective  amendment to a
          registration   statement  (any  such   registration   statement  being
          hereinafter  called a "Subsequent  Registration  Statement") under the
          Securities  Act  of  1933,  as  amended  (the  "Act"),  other  than  a
          registration statement on Form S-4 or S-8 or any other form which does
          not include substantially the same information as would be required in
          a form for the general  registration of securities) in connection with
          the  proposed  offer  of  any of  its  securities  by it or any of its
          shareholders, the Company will (i) promptly notify the Holder and each
          of  the  Holders,  if  any,  of  other  Warrants  and/or  any  Warrant
          Shareholders that such Subsequent Registration Statement will be filed
          and that the Warrant  Shares which are then held,  and/or which

<PAGE>

          may  be  acquired  upon  the  exercise of the Warrants,  by the Holder
          and such Holders,  will at the Holder's and such Holders'  and/or such
          Warrant   Shareholders'   request,  be  included  in  such  Subsequent
          Registration Statement, (ii) include in the securities covered by such
          Subsequent Registration Statement all Warrant Shares which it has been
          so requested to include,  all at the Company's  sole cost and expense,
          (iii) use its  commercially  reasonable  best  efforts  to cause  such
          Subsequent  Registration  Statement  to  become  effective  as soon as
          practicable and (iv) take all other action necessary under any Federal
          or state law or regulation of any governmental authority to permit all
          Warrant  Shares  which it has been so  requested  to  include  in such
          Subsequent  Registration Statement or to be sold or otherwise disposed
          of, and will maintain such compliance with each such Federal and state
          law and  regulation  of any  governmental  authority  for  the  period
          necessary  for the Holder and such Holders to effect the proposed sale
          or other disposition.

     b)   Whenever  the  Company  is  required  pursuant  to  the  provisions of
          this Section 5 to include  Warrant Shares in a registration  statement
          or a post-effective amendment to a registration statement, the Company
          shall (i) furnish  each Holder  and/or  Warrant  Shareholder  and each
          underwriter  of such  Warrant  Shares with such  reasonable  number of
          copies  of  the  prospectus,  including  the  preliminary  prospectus,
          conforming to the Act, (and such other  documents as each such Holder,
          Warrant  Shareholder or each such underwriter may reasonably  request)
          in order to facilitate the sale or distribution of the Warrant Shares,
          (ii) use its best efforts to register or qualify  such Warrant  Shares
          under  the  blue  sky  laws  (to  the  extent   applicable)   of  such
          jurisdiction or jurisdictions as the Holders, Warrant Shareholders and
          each  underwriter  of Warrant Shares being sold by such Holders and/or
          Warrant  Shareholders  shall  reasonably  request  and (iii) take such
          other  actions as may be  reasonably  necessary or advisable to enable
          such Holders, Warrant Shareholders and such underwriters to consummate
          the sale or distribution  in such  jurisdiction  or  jurisdictions  in
          which such  Holders and  Warrant  Shareholders  shall have  reasonably
          requested  that the Warrant  Shares be sold;  provided,  that  nothing
          herein shall require the Company to grant  general  consent to service
          of process in any jurisdiction  where it is not otherwise  required to
          do so.

     c)   The  Company  shall  pay  all  expenses  incurred  in  connection with
          any  registration  or other action  pursuant to the provisions of this
          Section   5,   other   than   underwriting   discounts,   commissions,
          non-accountable  expenses,  if  any,  and  applicable  transfer  taxes
          relating to the Warrant Shares.

     d)   The Company will indemnify the   Holders   and   Warrant  Shareholders
          who have included their respective   securities  in  each   Subsequent
          Registration  Statement  substantially  to  the  same  extent  as  the
          indemnification   provided  to  the  underwriters,  if  any,  of   the
          offering to be made pursuant the underwriting agreement to be executed
          upon effectiveness of such Subsequent Registration Statement, and such
          Holders  and/or Warrant  Shareholders  will indemnify the Company (and
          the underwriters, if
<PAGE>

          applicable)   with   respect  to   information   furnished  by them in
          writing to the Company for inclusion therein substantially to the same
          extent as the  indemnification  to be provided by the  underwriters to
          the Company pursuant to such underwriting agreement.

6.   Transferability.   The   Company   may   treat   the   registered Holder of
     this  Warrant  as  he  or  it appears on the Company's books at any time as
     the Holder for all purposes.   The  Company  shall  permit  any Holder of a
     Warrant  or  his  duly  authorized   attorney,  upon written request during
     ordinary business hours, to inspect and  copy  or  make  extracts  from its
     books  showing  the  registered  holders  of Warrants.  All warrants issued
     upon the  transfer  or  assignment  of  this Warrant will be dated the same
     date  as  this  Warrant,  and  all rights of  the Holders  thereof shall be
     identical to those of the Holder.

7.   Loss,  etc.,  of Warrant.  Upon  receipt  of  evidence  satisfactory to the
     Company of the loss, theft,  destruction or mutilation of this Warrant, and
     of indemnity  reasonably satisfactory to the Company,  if  lost,  stolen or
     destroyed,  and  upon   surrender  and  cancellation  of this  Warrant,  if
     mutilated,  the  Company  shall  execute  and  deliver to  the Holder a new
     Warrant of like date, tenor and denomination.

8.   Warrant   Holders   Not   Shareholders.   Except   as   otherwise  provided
     herein, this  Warrant  does not confer upon the Holder any  right  to  vote
     or to consent to or receive  notice  as  a  shareholder  of the Company, as
     such,  in  respect  of  any matters  whatsoever,  or  any  other  rights or
     liabilities as a shareholder, prior to the exercise hereof.

9.   Communication.    No   notice   or   other    communication    under   this
     Warrant   shall   be   effective    unless,   but   any   notice  or  other
     communication  shall   be  effective  and  shall  be  deemed  to  have been
     given  if,  the  same  is  in writing  and is mailed by  first-class  mail,
     postage  prepaid,  delivered  by  nationally  recognized overnight delivery
     service  or  is  sent  by  facsimile transmission electronically confirmed,
     addressed to:

     a)   the  Company  at  3A  Oak Road,  Fairfield,  New Jersey 07004, Fax no.
          (973) 808-2645,  or  such  other address as the Company has designated
          in writing to the Holder,  with  a  copy  to  Neil  M. Kaufman,  Esq.,
          Kaufman &  Associates,  P.C., 50 Charles  Lindbergh  Blvd., Suite 206,
          Mitchell  Field,  NY 11553, Fax no. (516) 222-5110; or

     b)   the  Holder  at  62  SE  6th   Avenue,   Delray  Beach, Florida 33483,
          Fax No.  (561)  279- 0056,  or such other  address as the   Holder has
          designated in writing to the Company.

10.  Headings.  The headings of this Warrant have been inserted as a matter   of
     convenience and shall nor affect the construction hereof.

11.  Applicable  Law.   This  Warrant  shall  be  governed by and  construed  in
     accordance  with the law of the State of Delaware without giving  effect to
     the  principles  of conflicts of law thereof.

<PAGE>

IN  WITNESS  WHEREOF,  Software   Publishing   Corporation   Holdings,  Inc. has
caused this Warrant to be signed by its Chairman  and its  corporate  seal to be
hereunto  affixed by its  Secretary  as of, and with effect from this 7th day of
April, 1998.

                                  Software Publishing Corporation Holdings, Inc.



                                  By: /s/ Mark E. Leininger
                                      Name: Mark E. Leininger
                                      Title: President and
                                           Chief Operating Officer

ATTEST:


   /s/ Marc E. Jaffe
 Marc E. Jaffe, Secretary



     [Corporate Seal]

<PAGE>


                                  SUBSCRIPTION



The   undersigned, _____________________________  , pursuant to  the  provisions
of the foregoing  Warrant, hereby  agrees to  subscribe for and  purchase shares
of the  Common Stock of Software Publishing Corporation  Holdings,  Inc. covered
by said Warrant, and  makes  payment therefor  in  full  at  the price per share
provided by said Warrant.

Dated: ____________________    Signature: ______________________________________

                               Address:   ______________________________________

                                          ______________________________________

                                          ______________________________________

                                          ______________________________________


                                   ASSIGNMENT


FOR VALUE RECEIVED ________________________ hereby sells,  assigns and transfers
unto ____________________________ the foregoing Warrant and all rights evidenced
thereby,  and does irrevocably  constitute and appoint ________________________,
attorney,  to  transfer  said   Warrant  on  the  books of  Software  Publishing
Corporation Holdings, Inc.

Dated: ____________________   Signature: _______________________________________

                              Address:   _______________________________________

                                         _______________________________________

                                         _______________________________________

                                         _______________________________________


<PAGE>


                               PARTIAL ASSIGNMENT


FOR VALUE RECEIVED ___________________________ hereby assigns and transfers unto
______________________________________the right to purchase __________ shares of
the  Common  Stock  of  Software  Publishing  Corporation Holdings,  Inc. by the
foregoing  Warrant,  and  a  proportionate  part  of said Warrant and the rights
evidenced  hereby,  and does  irrevocably  constitute and appoint  attorney,  to
transfer  that  part  of  said  Warrant  on the  books  of  Software  Publishing
Corporation Holdings, Inc.

Dated: _______________________  Signature: _____________________________________

                                Address:   _____________________________________

                                           _____________________________________

                                           _____________________________________

                                           _____________________________________