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 $100,000,
i.e., a per share price of $2.00. (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  f (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 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, (ii) 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:   ______________________________

                                                  ______________________________

                                                  ______________________________

                                                  ______________________________