SOFTWARE PUBLISHING CORPORATION HOLDINGS, INC.

                             SUBSCRIPTION AGREEMENT


                                                    April 30, 1998

Software Publishing Corporation Holdings, Inc.
3A Oak Road
Fairfield, New Jersey 07004

Dear Sirs/Madams:

          Based upon the representations and warranties of  Software  Publishing
Corporation  Holdings,  Inc., a Delaware  corporation  (the  "Company"),  to the
extent and as set forth in Section 1 below,  and  subject to the other terms and
conditions  hereinafter provided,  the undersigned hereby irrevocably subscribes
(the  "Subscription")  to purchase  ________________  shares (the  "Shares")  of
common stock, par value $.001 per share (the "Common Stock") of the Company,  at
a price  equal to $_____  per  share of  Common  Stock,  or  $___________in  the
aggregate (the "Purchase Price"),  and hereby tenders to the Company in full the
Subscription Price in immediately available funds. The date on which the Company
accepts this subscription is hereinafter referred to as the "Closing Date."

          The Subscription of the undersigned  being made hereby is subject to
and is made pursuant to the following terms and conditions:


1.   Representations,  Warranties   and   Covenants  of  the  Company.   By  its
acceptance  of this  Subscription  Agreement,  the  Company  shall be  deemed to
represent and warrant to and covenant with the undersigned as follows:

     (a)  Corporate  Status.  The Company (A) is a corporation  duly  organized,
validly  existing and in good standing  under the laws of the State of Delaware,
(B) has all necessary corporate power and authority to own, operate or lease the
properties and assets now owned,  operated or leased by the Company and to carry
on the business of the Company,  as it is now being  conducted,  and (C) is duly
licensed or qualified and in good standing as a foreign  corporation  authorized
to do business in each  jurisdiction  wherein the  character  of the  properties
owned or leased by the Company and/or the nature of the activities  conducted by
the Company makes such licensing or  qualification  necessary,  except where the
failure to be so licensed or qualified  and in good  standing  would not prevent
the  Company  from  performing  any  of  its  material  obligations  under  this
Subscription  Agreement  and would  not have a  material  adverse  effect on the
business,  operations or financial condition of the Company (a "Material Adverse
Effect");

     (b)  Authority  of  Agreement.  The Company has the power and  authority to
accept,  execute and deliver this Subscription Agreement and, upon acceptance by
the Company (in whole

<PAGE>

or   part),  to  carry  out  its  obligations  hereunder;  and  the   execution,
delivery and performance by the Company of this  Subscription  Agreement and the
consummation of the transactions  contemplated  hereby have been duly authorized
by  all  necessary  corporate  action  on  the  part  of the  Company  and  this
Subscription  Agreement,  upon  acceptance  by the  Company  (in whole or part),
constitutes the valid and legally binding obligations of the Company enforceable
against  the  Company in  accordance  with its terms,  except as the same may be
limited by bankruptcy,  insolvency,  reorganization  or other laws affecting the
enforcement  of  creditors'  rights  generally  now or  hereafter  in effect and
subject to the  application  of equitable  principles  and the  availability  of
equitable  remedies.  The shares of Common Stock to be issued  hereunder will be
validly authorized, fully paid and non-assessable.

     (c) Consents and Approvals; No Conflict.

          (i) The  acceptance,  execution  and  delivery  of  this  Subscription
     Agreement by the Company does not,  and the  performance  by the Company of
     its  obligations  hereunder,  upon  acceptance  by the Company (in whole or
     part),  will not,  require any consent,  approval,  authorization  or other
     action  by,  or  filing  with  or  notification  to,  any  governmental  or
     regulatory  authority,  other than in connection  with state  securities or
     "blue sky" laws,  except where  failure to obtain such  consent,  approval,
     authorization or action, or to make such filing or notification,  would not
     prevent the Company from performing any of its material  obligations  under
     this Subscription and would not have a Material Adverse Effect; and

          (ii) The  acceptance,  execution,  delivery  and  performance  of this
     Subscription  Agreement  by  the  Company  and  the  other  agreements  and
     documents to be executed,  delivered and performed by the Company  pursuant
     hereto and the  consummation of the  transactions  contemplated  hereby and
     thereby by the Company do not and will not conflict with, violate or result
     in a breach or  termination  of any  provision  of, or constitute a default
     under (or event which with the giving of notice or lapse of time,  or both,
     would become a default under) the Certificate of  Incorporation  or By-laws
     of the Company or, except as would not prevent the Company from  performing
     any of its material obligations under this Subscription Agreement and would
     not have a Material Adverse Effect, any law, rule, regulation, order, writ,
     judgment,  injunction,  decree,  determination  or award  applicable to the
     Company  or  give  to  others  any   rights  of   termination,   amendment,
     acceleration or  cancellation  of, or result in the creation of any lien or
     encumbrance on any of the assets or properties of the Company  pursuant to,
     any note, bond, mortgage,  indenture,  contract, agreement, lease, license,
     permit, franchise or other instrument relating to such assets or properties
     to  which  the  Company  is a  party  or by  which  any of such  assets  or
     properties is bound;

     (d) Absence of Litigation. No claim, action, proceeding or investigation is
pending  which seeks to delay or prevent the  consummation  of the  transactions
contemplated  hereby or which would be reasonably likely to adversely affect the
Company's  ability to consummate the transactions  contemplated  hereby or which
would have a Material Adverse Effect, except as disclosed in the SEC reports (as
defined below);
<PAGE>

     (e) Extent of  Offering.  Subject in part to the truth and  accuracy of the
undersigned's  representations  set  forth  in  Section  2 of this  Subscription
Agreement  and the  compliance  by all agents of the Company with Rule 503(c) of
Regulation D ("Regulation  D") promulgated  under the Securities Act of 1933, as
amended (the "Securities  Act"),  the offer,  sale and issuance of the shares of
Common Stock as contemplated by this  Subscription  Agreement (the "Shares") are
exempt from the  registration  requirements of the Securities Act and are exempt
or the Company has complied with  registration  requirements of each state where
the  Shares  are  offered  or sold,  and the  Company  will not take any  action
hereafter that would cause the loss of such exemption or registration;

     (f) Accuracy of Reports and Information. The Company is in full compliance,
to the extent applicable, with all reporting obligations under Section 12(b), 12
(g) or 15(d), as applicable,  of the Securities Exchange Act of 1934, as amended
(the  "Exchange  Act").  The Company has registered its Common Stock pursuant to
Section 12 of the  Exchange Act and the Common Stock is listed and trades on the
Nasdaq SmallCap Market.  The Company has filed all material required to be filed
pursuant to all reporting  obligations,  under either  Section 13(a) or 15(d) of
the  Exchange  Act for a  period  of at least  twelve  (12)  months  immediately
preceding the offer or sale of the Shares.

     (g) SEC  Filings/Full  Disclosure.  None of the Company's  filings with the
Securities  and  Exchange  Commission  since  January 1, 1998 contain any untrue
statement of a material  fact or omit to state any material  fact required to be
stated  therein  or  necessary  to make the  statements  therein in light of the
circumstances under which they were made, not misleading. The Company has, since
January 1, 1997, timely filed all requisite forms,  reports and exhibits thereto
with the Securities and Exchange Commission ("SEC"). The Company's Annual Report
on Form 10-KSB for the year ended  December 31, 1997 (the "1997 10-K"),  and all
Current  Reports on Form 8-K filed by the Company  from  January 1, 1998 to date
are referred to as the "SEC Reports."

     There  is no  fact  known  to the  Company  (other  than  general  economic
conditions known to the public generally) that has not been disclosed in writing
to the Purchaser which could  reasonably be expected to materially and adversely
affect the ability of the Company to perform  its  obligations  pursuant to this
Agreement.

     (h)  Absence  of  Undisclosed  Liabilities.  The  Company  has no  material
liabilities  or  obligations,  absolute or  contingent  (individually  or in the
aggregate),  except as set forth in the financial statements included in the SEC
Reports  (collectively,  the  "Financial  Statements")  or as  incurred  in  the
ordinary course of business after the date of the Financial Statements.

     (i) Governmental Consent, etc. No consent,  approval or authorization of or
designation,  declaration or filing with any governmental  authority on the part
of the Company is required in connection  with the valid  execution and delivery
of  this  Agreement,  or the  offer,  sale or  issuance  of the  Shares,  or the
consummation of any other  transaction  contemplated  hereby,  except the filing
with  the SEC of a  registration  statement  on Form  S-3  for  the  purpose  of
registering the Shares and any state securities laws filings or registrations.

     (j) Intellectual  Property Rights.  Except as disclosed in the SEC Reports,
the Company has sufficient  trademarks,  trade names, patent rights,  copyrights
and licenses to conduct its business

<PAGE>

as  contemplated   therein.   To  the Company's  knowledge,  neither the Company
nor its  products is  infringing  or will  infringe any  trademark,  trade name,
patent right, copyright,  license, trade secret or other similar right of others
currently  in  existence;  and there is no claim being made  against the Company
regarding any trademark, trade name, patent, copyright, license, trade secret or
other intellectual  property right which could have a material adverse effect on
the  condition  (financial  or  otherwise),  business,  results of operations or
prospects of the Company.

     (k) Material Contracts. Except as set forth in the SEC Reports or disclosed
to the  Purchaser,  the  agreements  to which the  Company is a party  described
therein are valid  agreements,  in full force and effect,  the Company is not in
material breach or material default (with or without notice or lapse of time, or
both) under any of such agreements,  and, to the Company's knowledge,  the other
contracting  party or parties  thereto  are not in  material  breach or material
default  (with or without  notice or lapse of time,  or both)  under any of such
agreements.

     (l) Title to Assets.  Except as set forth in SEC  Reports,  the Company has
good and  marketable  title to all  properties  and  material  assets  described
therein as owned by it, free and clear of any pledge,  lien,  security interest,
encumbrance,  claim or equitable interest other than such as are not material to
the business of the Company.

     (m) Subsidiaries.  The Company does not presently own or control,  directly
or indirectly, any interest in any other corporation,  partnership,  association
or other business entity, except as stated in the SEC Reports.

     (n) Required  Governmental  Permits.  The Company is in  possession  of and
operating  in  compliance  with  all  authorizations,   licences,  certificates,
consents,   orders  and  permits  from  state,   federal  and  other  regulatory
authorities which are material to the conduct of its business,  all of which are
valid and in full force and effect.

     (o) Listing.  The Company will use its reasonable  best efforts to maintain
the  listing  of its  Common  Stock  on the  Nasdaq  SmallCap  Market  or  other
organized, comparable United States market or quotation system.

     (p) No Issuances  Since  December 31, 1997.  Since  December 31, 1997,  the
Company has not issued any shares of Common  Stock,  other than (a)  pursuant to
the  exercise of stock  options  under the  Company's  existing  stock option or
long-term  incentive  plans (b) 160,000  shares of Common  Stock  issued to Boru
Enterprises, Inc. or (c) as disclosed in its SEC Reports. As of the date hereof,
the Company has 9,042,958 shares of Common Stock issued and outstanding.

     (q) Use of Proceeds. The Company represents that the net proceeds from this
offering  will be used  to  fund  the  Company's  working  capital  and  general
corporate purposes.

2.   Representations,   Warranties   and   Covenants  of  the  Undersigned.  The
undersigned  hereby  represents,  warrants and acknowledges to and covenants and
agrees with the Company as follows:
<PAGE>

     (a) Status.  If the  undersigned  is a  corporation  or other  entity,  the
undersigned is a corporation or other entity duly  organized,  validly  existing
and in good standing under the laws of the jurisdiction of its organization with
full power and authority to execute,  deliver and perform its obligations  under
this  Subscription  Agreement;  and, if the  undersigned is an individual or are
individuals,  the undersigned has legal capacity to execute, deliver and perform
his, her or their obligations under this Subscription Agreement;

     (b) Authority for  Agreements.  The undersigned has the power and authority
to  execute  and  deliver  this  Subscription  Agreement  and to  carry  out the
undersigned's obligations hereunder; and the execution, delivery and performance
by the undersigned of this  Subscription  Agreement and the  consummation of the
transactions  contemplated  hereby have been duly  authorized  by all  necessary
action  on  the  part  of  the  undersigned  and  this  Subscription   Agreement
constitutes  the  valid  and  legally  binding  obligation  of the  undersigned,
enforceable  against the undersigned in accordance with its terms, except as the
same may be  limited by  bankruptcy,  insolvency,  reorganization  or other laws
affecting the  enforcement  of creditors'  rights  generally now or hereafter in
effect  and  subject  to  the  application  of  equitable   principles  and  the
availability of equitable remedies;

     (c) Consents and Approvals, No Conflicts.

          (i) The execution and delivery of this  Subscription  Agreement by the
     undersigned do not, and the performance by the undersigned of undersigned's
     obligations   hereunder   will  not,   require   any   consent,   approval,
     authorization  or other action by, or filing with or  notification  to, any
     governmental or regulatory  authority,  except where failure to obtain such
     consent,  approval,  authorization  or  action,  or to make such  filing or
     notification,  would not prevent the  undersigned  from  performing  any of
     undersigned's material obligations under this Subscription Agreement; and

          (ii) The  execution,  delivery and  performance  of this  Subscription
     Agreement by the undersigned and the other  agreements and agreements to be
     executed,  delivered and performed by the  undersigned  pursuant hereto and
     the consummation of the transactions contemplated hereby and thereby by the
     undersigned  do not and will not  conflict  with,  violate  or  result in a
     breach or  termination  of any  provision of, or constitute a default under
     (or event which with the giving of notice or lapse of time, or both,  would
     become a default under) the Certificate of  Incorporation or By-laws of the
     undersigned (if the undersigned is a corporation), any other organizational
     instrument (if the undersigned is a legal entity other than a corporation),
     or,  except as would not prevent the  undersigned  from  performing  any of
     undersigned's  material  obligations under this Subscription  Agreement and
     would not have a Material Adverse Effect, any law, rule, regulation, order,
     writ, judgment,  injunction,  decree,  determination or award applicable to
     the  undersigned  or give to others any rights of  termination,  amendment,
     acceleration or  cancellation  of, or result in the creation of any lien or
     encumbrance on any of the assets or properties of the undersigned  pursuant
     to,  any note,  bond,  mortgage,  indenture,  contract,  agreement,  lease,
     license,  permit,  franchise or other instrument relating to such assets or
     properties  to which  the  undersigned  is a party or by which  any of such
     assets or properties is bound;
<PAGE>

     (d)  Investment  Intent.  The  undersigned  is acquiring the Shares for the
undersigned's  own account,  for investment  only and not with a view to, or for
sale in  connection  with,  a  distribution  thereof,  within the meaning of the
Securities Act, and the rules and  regulations  promulgated  thereunder,  or any
applicable state securities or blue-sky laws;

     (e) Investor Status.  Either (i) the undersigned is an accredited  investor
as  such  term  is  defined  under  Regulation  D  promulgated  pursuant  to the
Securities Act  ("Regulation D") for the reason(s) as set forth in the Execution
Section of this  Subscription  Agreement or (ii) if not an accredited  investor,
all the  information  which is set forth with respect to the  undersigned in the
Qualified Purchaser  Questionnaire  executed by the undersigned and delivered to
the Company which is  incorporated  herein by this  reference  thereto,  and, in
either event, all of the  representations  and warranties of the undersigned set
forth  herein,  are  correct and  complete  as of the date of this  Subscription
Agreement,  shall be true and correct as of the Closing  Date and shall  survive
such  closing;  and if there should by any material  change in such  information
prior  to the  sale to the  undersigned  of the  Shares,  the  undersigned  will
immediately furnish such revised or corrected information to the Company;

     (f) Intent to  Transfer.  The  undersigned  is not a party or subject to or
bound by any contract, undertaking,  agreement or arrangement with any person to
sell,  transfer or pledge the Shares or any part thereof to any person,  and has
no present  intention to enter into such a contract,  undertaking,  agreement or
arrangement;

     (g) Receipt of Disclosures.  The undersigned acknowledges receipt of copies
of the Company's Annual Report on Form 10-KSB for the fiscal year ended December
31, 1997, and the Company's  Current  Reports on Form 8-K filed since January 1,
1998;

     (h) Offering Exempt from Registration; Company's Reliance.

          (i) The Company has advised the  undersigned  that the Shares have not
     been registered  under the Securities Act or under the laws of any state on
     the basis that the issuance thereof is exempt from such registration;

          (ii) The Company's  reliance on the availability of such exemption is,
     in part,  based upon the accuracy  and  truthfulness  of the  undersigned's
     representations contained herein; and

          (iii) As a result of such lack of registration,  the Shares may not be
     resold or otherwise  transferred or disposed without registration  pursuant
     to or an exemption  therefrom  available  under the Securities Act and such
     state securities laws;

          (iv) In furtherance  of the provisions of this Paragraph  2(h), all of
     the certificate(s)  representing the Shares shall bear a restrictive legend
     substantially in the following form:

          "THE SHARES OF COMMON STOCK  REPRESENTED BY THIS  CERTIFICATE HAVE NOT
          BEEN REGISTERED UNDER THE

<PAGE>

          SECURITIES  ACT OF 1933,  AS AMENDED.  THESE SHARES 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 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 THESE SHARES TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED
          UNDER SUCH ACT AND SUCH STATE SECURITIES LAWS."

     (i)  Sophistication  of the Undersigned.  The undersigned has evaluated the
merits and risks of purchasing  the Shares and has such knowledge and experience
in financial and business  matters that the undersigned is capable of evaluating
the  merits  and  risks of such  purchase,  is aware of and has  considered  the
financial risks and financial  hazards of purchasing the Shares,  and is able to
bear the economic risk of purchasing the Shares,  including the possibility of a
complete loss with respect thereto;

     (j)  Access  to  Information.  The  undersigned  has  had  access  to  such
information regarding the business and finances of the Company, and the offering
of the Shares,  the receipt and careful reading of which is hereby  acknowledged
by the  undersigned,  and has been provided the  opportunity to discuss with the
Company's  management  the  business,  affairs and  financial  condition  of the
Company and such other  matters with  respect to the Company as would  concern a
reasonable person considering the transactions contemplated by this Subscription
Agreement and/or concerned with the operation of the Company including,  without
limitation,  pursuant to a meeting  and/or  discussions  with  management of the
Company;

     (k) No  Guarantees.  That it never  has  been  represented,  guaranteed  or
warranted to the undersigned by the Company, or any of its officers,  directors,
agents,  representatives  or  employees,  or any other  person,  expressly or by
implication, that:

          (i)  Any  gain  will  be   realized  by  the   undersigned   from  the
     undersigned's investment in the Shares;

          (ii) That there will be any  approximate  or exact length of time that
     the undersigned will be required to remain as a holder of the Shares; or

          (iii)  That  the past  performance  or  experience  on the part of the
     Company,  its predecessors or of any other person, will in any way indicate
     any future results of the Company;

     (l) No Other  Representations,  Warranties,  Covenants or Agreements of the
Company.  Except as set forth in this  Subscription  Agreement or the  documents
referred  to herein,  the  Company

<PAGE>

has  not  made  any  representation,  warranty,  covenant  or   agreement   with
respect to the matters contained herein;

     (m) High  Degree  of  Investment  Risk.  That the  purchase  of the  Shares
involves a high  degree of risk and may  result in a loss of the  entire  amount
invested;  that the Company has limited  working  capital and limited sources of
financing  available;  that there is no assurance that the Company's  operations
will be profitable in the future;  and that there is no assurance  that a public
market for shares of Common Stock will continue to exist;

     (n) State of  Residence or  Principal  Place of  Business.  The address set
forth at the bottom of this Subscription is the  undersigned's  true and correct
residence (if an individual) or principal place of business (if a corporation or
other  non-individual  entity),  and the undersigned has no present intention of
becoming a resident,  or relocating  its principal  place of business to, of any
other state or jurisdiction;

     (o) No Purchaser  Representative.  The  undersigned  has not authorized any
person or institution to act as the undersigned's "purchaser representative" (as
such  term is  defined  in Rule  501 of  Regulation  D) in  connection  with the
undersigned's  subscription being made pursuant to this Subscription  Agreement,
except as set forth in any Qualified  Purchaser  Questionnaire  delivered by the
undersigned to the Company in connection herewith;

     (p) No General  Solicitation.  The undersigned has not received any general
solicitation or general advertising regarding the purchase of any of the Shares;
and

     (q) No Finder. There is no finder in connection with this transaction.

     (r) No Insider Trading.  The undersigned will not engage in any transaction
with  respect to  securities  of the  Company at any time if at the time of such
transaction  the  undersigned  is aware of any material  non-public  information
relating to the Company or its securities.

3.   Acceptance  or  Rejection  of Subscription; Company Withdrawal of Offer. It
is understood and agreed that this Subscription Agreement is made subject to the
following terms and conditions:

     (a) The Company  shall have the right to accept or reject the  Subscription
of the undersigned and this Subscription Agreement, in whole or in part, for any
reason,  including,  but not limited to,  ineligibility of the undersigned under
the applicable Federal,  state or foreign securities laws, for any other reason,
or for no reason;

     (b) If the  subscription of the undersigned is rejected,  in whole or part,
any funds  representing  the  Subscription  Price  previously  delivered  to the
Company will be returned to the undersigned without interest or penalty;

     (c) If the subscription of the undersigned is accepted in part and rejected
in  part,  the  undersigned  will be so  notified,  at  which  time  the  excess
Subscription  Price  previously  delivered  to the  Company  shall  promptly  be
returned to the undersigned without interest or penalty;
<PAGE>

     (d) If the  Company's  offer of the  Shares  is  withdrawn  for any  reason
whatsoever,  the  undersigned  will  promptly  receive  a  full  refund  of  the
Subscription  Price,  without  interest  or  penalty,  and will have no  further
liability to the Company in connection  with the Company's  offer of the Shares,
and the Company will have no further liability to the undersigned.

4.   Registration Rights.

     4.1. Definitions.

     (a) Defined Terms. As used in this Section 4, terms defined in the preamble
and forepart hereof and elsewhere herein shall have their assigned  meanings and
each of the following terms shall have the following  meanings (such definitions
to be applicable to both the plural and singular of the terms defined):

          (i) Registerable Securities.  The term "Registerable Securities" shall
mean the Shares, including, in each case, any  shares of  Common  Stock or other
securities  received in connection with any stock split, stock divided,  merger,
reorganization, recapitalization, reclassification or other distribution payable
or issuable  upon shares of Common  Stock.  For the purposes of this  Agreement,
securities  will cease to be  Registerable  Securities  when (A) a  registration
statement under the Securities Act of 1933, as amended (the  "Securities  Act"),
covering  such  Registerable  Securities  has been  declared  effective and such
Registerable  Securities  have  been  disposed  of  pursuant  to such  effective
registration statement,  (B) such Registerable Securities are distributed to the
public  pursuant to the  Securities  Act or pursuant  to an  exemption  from the
registration  requirements of the Securities Act, including, but not limited to,
Rules  144  and  144A  promulgated   under  the  Securities  Act,  or  (C)  such
Registerable  Securities  have been otherwise  transferred  and the Company,  in
accordance with applicable law and  regulations,  has delivered new certificates
or other evidences of ownership for such securities which are not subject to any
stop transfer order or other restriction on transfer.

          (ii) Rightsholders.   The term  "Rightsholders"  shall   include   the
undersigned,  all   successors   and   assigns  of  the  undersigned,   and  all
transferees  of  Registerable  Securities  where  such  transfer   affirmatively
includes  the  transfer  and   assignment   of   the   rights  of the transferor
Rightsholder  under  this Agreement with respect to the transferred Registerable
Securities;  provided, however, the term "Rightsholders" shall not  include  any
person  or entity  who has sold, transferred  or  assigned all  of such person's
or  entity's   Registerable Securities.

     (b) The words  "hereof,"  "herein"  and  "hereunder"  and words of  similar
import when used in this  Section 4 shall refer to this Section 4 as a whole and
not to any particular  provision of this Section 4, and  subsection,  paragraph,
clause,  schedule and exhibit  references are to this Section 4 unless otherwise
specified.

     4.2. Demand Registration.

     (a) Right to Demand.  Subject to Paragraph 4.2(b) hereof, at any time after
the date of this  Agreement and on or prior to three years from the date of this
Agreement,  the  Initiating  Holders

<PAGE>

(as defined in  paragraph  4.2(f)  below)  may  make  a written request (each, a
"Demand  Request") to the Company for  registration  under the Securities Act of
all or part of their  Registerable  Securities (each, a "Demand  Registration").
Within ten days after receipt of a Demand  Request,  the Company shall deliver a
written notice (the "Notice") of such Demand Request to all other Rightsholders.
The Company will include in such Demand Registration all Registerable Securities
with  respect  to which the  Company  has been  given  written  requests  (each,
"Tag-Along  Request") for inclusion  therein within twenty days after the giving
of the Notice.  Each and every Demand  Request  shall be required to specify the
aggregate  amount of the  Registerable  Securities to be included in such Demand
Registration, the amount of Registerable Securities to be registered for each of
the  Initiating  Holders and the  intended  method(s)  of  disposition  thereof,
including  whether or not such  Demand  Registration  or  portion  thereof is to
relate to an underwritten offering, the name of the managing underwriter(s),  if
any, and the terms of any such  underwriting.  Each and every Tag-Along  Request
shall be  required  to  specify  the  amount of  Registerable  Securities  to be
registered in the Demand  Registration and the intended method(s) of disposition
thereof,  including whether or not the Registerable  Securities  subject to such
Tag-Along  Request or portion thereof is to relate to an underwritten  offering,
the  name of the  managing  underwriter(s),  if any,  and the  terms of any such
underwriting.

     (b) Number of Demand Registrations;  Expenses. Subject to the provisions of
Paragraph  4.2(c)  hereof,  the  holders  of  Registerable  Securities  shall be
entitled,  in  the  aggregate,  to one  Demand  Registration,  the  Registration
Expenses (as defined in Section 4.5 hereof) of which,  subject to the provisions
of Section 4.5,  shall be borne by the Company.  The Company shall not be deemed
to have effected a Demand Registration unless and until such Demand Registration
is declared effective.

     (c)  Priority on Demand Registrations.

          (i)    Whenever the  Company  shall  effect a Demand  Registration  in
connection with an  underwritten  offering  by one or more  Initiating  Holders,
no  other securities, including other Registerable  Securities shall be included
in such Demand Registration, unless (A) the managing underwriter(s) with respect
to such Demand  Registration  shall have advised the Company and each Initiating
Holder whose  Registerable   Securities were included in the Demand Request,  in
writing, that  the   inclusion  of  such other  securities  would not  adversely
affect such underwritten  offering or (B) each of the Initiating  Holders  shall
each have consented in writing  to  the  inclusion of such other securities.  In
the event  of  such  written advice of the managing  underwriter(s) or unanimous
consent of such Initiating  Holders,  the  Company  will include in such  Demand
Registration securities  in the  following  order of priority until the  maximum
number  of  securities   included  in  the   written  advice  of  the   managing
underwriter(s)  or  unanimous  consent  of  such   Initiating  Holders shall  be
reached:  (A) first, pro rata (based upon the amount of Registerable Securities)
among  the  Registerable  Securities  included  in  the Demand Request which are
subject to the underwritten offering,  (B)  second,  pro rata  (based  upon  the
amount  of  Registerable Securities)  among the  Registerable  Securities of the
Rightsholders  who have given a Tag-Along  Request  with respect  to such Demand
Registration   where  the   method   of  distribution   shall  be pursuant to an
underwritten   offering,   (C)  third,  pro rata  (based  upon  the   amount  of
Registerable  Securities)  among  all other Registerable  Securities included in
the Demand Request and Tag-Along Request(s) and (D) fourth, pro rata (based upon
the

<PAGE>

amount  of  securities owned which carry  registration  rights)  among all other
securities to which the Company has granted registration  rights  and for  which
a  request  for  inclusion  in the  Demand Registration shall have been made.

          (ii)  Whenever  the  Company  shall  effect a Demand  Registration  in
connection with an offering of Registerable Securities of Initiating Holders for
which the intended  method(s) of distribution  shall not include an underwritten
offering,  and the holders of a majority of the  Registerable  Securities  which
were subject to the Demand  Request  shall advise the Company in writing that in
the opinion of such Initiating  Holders the number of securities  proposed to be
sold in such Demand  Registration  would  adversely  affect such  offering,  the
Company will include in such Demand  Registration  securities  in the  following
order of priority until the maximum number of securities included in the written
advice of such Initiating  Holders shall be reached:  (A) first, pro rata (based
upon the amount of Registerable  Securities)  among the Registerable  Securities
included in the Demand Request,  (B) second,  pro rata (based upon the amount of
Registerable  Securities) among the Registerable Securities of the Rightsholders
who have given a Tag-Along  Request  with  respect to such  Demand  Registration
where the method of distribution shall be pursuant to an underwritten  offering,
(C) third, pro rata (based upon the amount of Registerable Securities) among all
other  Registerable  Securities  included in the Demand  Request  and  Tag-Along
Request(s) and (D) fourth,  pro rata (based upon the amount of securities  owned
which carry registration rights) among all other securities to which the Company
has granted  registration  rights and for which a request for  inclusion  in the
Demand Registration shall have been made.

          (iii) In the event that Initiating Holders and other Rightsholders who
have given a Tag-Along  Request are unable to have registered the full amount of
Registerable  Securities  which they  requested to be  registered  pursuant to a
Demand Request or Tag-Along Request,  pursuant to the provisions of this Section
4.2, such Initiating Holders and other  Rightsholders  shall retain the right to
one  Demand   Registration  with  respect  to  such  unregistered   Registerable
Securities subject to such Demand Request and Tag-Along Request.

     (d) Delay in Effecting Demand Registration. Notwithstanding anything in the
foregoing to the contrary, the Company shall not be obligated to effect a Demand
Registration  at any time when the  Company,  in the good faith  judgment of its
Board of  Directors  made no later  than 30 days  after the giving of the Demand
Request with respect to such Demand  Registration,  reasonably believes that the
filing  thereof at the time  requested,  or the offering of securities  pursuant
thereto,  would be detrimental to the interests of Company or its  stockholders.
The effectuation of a Demand Registration  cannot be suspended,  pursuant to the
provisions of the preceding  sentence,  for more than 120 days after the date of
the Board's determination referenced in the preceding sentence.

     (e) Approval of  Underwriter  by the Company and  Placement  Agent.  If the
Demand  Registration  is to  involve  an  underwritten  offering,  the  managing
underwriter(s)   and  each  selling  agent   selected  by  those   Rightsholders
participating in each such underwritten offering shall be subject to the written
approval of the Company, which approval may not be unreasonably withheld.
<PAGE>

     (f) "Initiating Holders" Defined. For purposes of this Agreement,  the term
"Initiating Holders" shall mean, on any given date, those Rightsholders  holding
Registerable  Securities which would aggregate 50% or more of total Registerable
Securities that are outstanding on such date.

     4.3. Piggy-Back Registration.

     (a) If,  at any time on or after the date  hereof  and on or prior to three
years  from  the  date  of  this  Agreement,  the  Company  proposes  to  file a
registration  statement  under the Securities Act with respect to an offering by
the  Company or any other party of any class of equity  security  similar to any
Registerable  Securities (other than a registration statement on Form S-4 or S-8
or any successor  form or a  registration  statement  filed solely in connection
with an exchange  offer,  a business  combination  transaction or an offering of
securities  solely to the existing  stockholders  or employees of the  Company),
then the Company,  on each such  occasion,  shall give written  notice (each,  a
"Company Piggy-Back Notice") of such proposed filing to all of the Rightsholders
owning  Registerable  Securities at least 30 days before the anticipated  filing
date of such  registration  statement,  and such Company  Piggy-Back Notice also
shall be required to offer to such  Rightsholders  the  opportunity  to register
such aggregate number of Registerable  Securities as each such  Rightsholder may
request. Each such Rightsholder shall have the right, exercisable for the twenty
days  immediately  following  the giving of the Company  Piggy-Back  Notice,  to
request,  by written  notice  (each,  a "Holder  Notice")  to the  Company,  the
inclusion  of  all  or  any  portion  of the  Registerable  Securities  of  such
Rightsholders in such registration  statement.  The Company shall use reasonable
efforts to cause the managing underwriter(s) of a proposed underwritten offering
to permit the inclusion of the Registerable Securities which were the subject of
all  Holder  Notices  in  such  underwritten  offering  on the  same  terms  and
conditions  as  any  similar   securities  of  the  Company  included   therein.
Notwithstanding  anything to the contrary contained in this Paragraph 4.3(a), if
the managing underwriter(s) of such underwritten offering (or, in the case of an
offering not being underwritten, the Company) delivers a written opinion (or, in
the case of the Company, a resolution of its Board of Directors certified by the
President  or Secretary of the  Company) to the  Rightsholders  of  Registerable
Securities  which were the subject of all Holder  Notices  that the total amount
and kind of  securities  which they,  the Company and any other person intend to
include in such  offering  is such as to  materially  and  adversely  affect the
success of such  offering,  then the amount of  securities to be offered for the
accounts  of such  Rightsholders  and persons  other than the  Company  shall be
eliminated  or reduced pro rata (based on the amount of  securities  owned which
carry registration rights) to the extent necessary to reduce the total amount of
securities  to be included in such  offering to the amount  recommended  by such
managing underwriter(s) in its written opinion (or the Board of Directors in its
resolution).

     (b) Number of Piggy-Back  Registrations;  Expenses.  The obligations of the
Company  under  this  Section  4.3  shall  be  unlimited  with  respect  to each
Rightsholder.  Subject to the provisions of Section 4.5 hereof, the Company will
pay  all   Registration   Expenses  in  connection  with  any   registration  of
Registerable  Securities  effected pursuant to this Section 4.3, but the Company
shall  not  be  responsible  for  the  payment  of any  underwriter's  discount,
commission or selling concession in connection therewith.


<PAGE>

     (c)  Withdrawal or Suspension of  Registration  Statement.  Notwithstanding
anything  contained to the contrary in this Section 4.3, the Company  shall have
the absolute right,  whether before or after the giving of a Company  Piggy-Back
Notice or Holder Notice,  to determine not to file a  registration  statement to
which the  Rightsholders  shall  have the right to  include  their  Registerable
Securities  therein pursuant to this Section 4.3, to withdraw such  registration
statement or to delay or suspend pursuing the effectiveness of such registration
statement.  In the event of such a  determination  after the giving of a Company
Piggy-Back  Notice,  the Company shall give notice of such  determination to all
Rightsholders and, thereupon, (i) in the case of a determination not to register
or to withdraw such registration statement, the Company shall be relieved of its
obligation under this Section 4.3 to register any of the Registerable Securities
in connection with such registration, and (ii) in the case of a determination to
delay the  registration,  the Company shall be permitted to delay or suspend the
registration  of  Registerable  Securities  pursuant to this Section 4.3 for the
same  period as the  delay in the  registration  of such  other  securities.  No
registration  effected  under this Section 4.3 shall  relieve the Company of its
obligation  to effect  any  registration  upon  demand  otherwise  granted  to a
Rightsholder under Section 4.2 hereof or any other agreement with the Company.

     4.4. Registration Procedures.

     (a)  Obligations of the Company.  The Company will, in connection  with any
registration  pursuant  to  Section  4.2  or 4.3  hereof,  as  expeditiously  as
possible:

          (i) prepare and file with the Securities and Exchange  Commission (the
"Commission")  a  registration   statement  under  the  Securities  Act  on  any
appropriate form chosen by the Company,  in its sole discretion,  which shall be
available for the sale of all  Registerable  Securities  in accordance  with the
intended  method(s) of distribution  thereof set forth in all applicable  Demand
Requests,  Tag-Along  Requests  and  Holder  Notices,  and use its  commercially
reasonable best efforts to cause such registration statement to become effective
as soon  thereafter as  reasonably  practicable;  provided,  that, at least five
business days before filing with the Commission of such registration  statement,
the Company shall furnish to each Rightsholder whose Registerable Securities are
included  therein  draft copies of such  registration  statement,  including all
exhibits thereto and documents  incorporated by reference therein, and, upon the
reasonable request of any such Rightsholder, shall continue to provide drafts of
such  registration  statement until filed,  and, after such filing,  the Company
shall, as diligently as  practicable,  provide to each such  Rightsholders  such
number of copies of such registration  statement,  each amendment and supplement
thereto, the prospectus included in such registration  statement (including each
preliminary  prospectus),  all exhibits  thereto and documents  incorporated  by
reference  therein and such other documents as such  Rightsholder may reasonably
request in order to facilitate the  disposition of the  Registerable  Securities
owned  by  such  Rightsholder  and  included  in  such  registration  statement;
provided,  further, the Company shall modify or amend the registration statement
as it relates to such Rightsholder as reasonably  requested by such Rightsholder
on  a  timely  basis,  and  shall  reasonably  consider  other  changes  to  the
registration  statement (but not including any exhibit or document  incorporated
therein by  reference)  reasonably  requested by such  Rightsholder  on a timely
basis,  in  light  of the  requirements  of the  Securities  Act and  any  other
applicable laws and regulations;  and provided,  further, that the obligation of
the Company to effect such registration and/or cause such registration

<PAGE>

statement  to  become  effective,  may  be postponed for (A) such period of time
when the  financial  statements  of the Company  required to be included in such
registration  statement  are not  available  (due  solely  to the fact that such
financial statements have not been prepared in the regular course of business of
the Company) or (B) any other bona fide corporate  purpose,  but then only for a
period not to exceed 90 days;

          (ii)  prepare  and  file  with  the  Commission  such  amendments  and
post-effective  amendments  to a  registration  statement as may be necessary to
keep such registration  statement effective for up to nine months; and cause the
related prospectus to be supplemented by any required prospectus supplement, and
as so  supplemented  to be filed to the  extent  required  pursuant  to Rule 424
promulgated  under the  Securities  Act,  during  such nine  month  period;  and
otherwise  comply with the  provisions of the Securities Act with respect to the
disposition  of  all  Registerable   Securities  covered  by  such  registration
statement during the applicable period in accordance with the intended method(s)
of disposition of such  Registerable  Securities set forth in such  registration
statement, prospectus or supplement to such prospectus;

          (iii)  notify the  Rightsholders  whose  Registerable  Securities  are
included in such registration statement and the managing underwriter(s), if any,
of an underwritten  offering of any of the Registerable  Securities  included in
such  registration  statement,  and confirm  such advice in writing,  (A) when a
prospectus or any  prospectus  supplement or  post-effective  amendment has been
filed,  and,  with respect to a  registration  statement  or any  post-effective
amendment,  when  the same  has  become  effective,  (B) of any  request  by the
Commission for amendments or supplements to a registration  statement or related
prospectus or for additional information,  (C) of the issuance by the Commission
of any stop order suspending the  effectiveness  of a registration  statement or
the  initiation  of any  proceedings  for that  purpose,  (D) if at any time the
representations  and  warranties  of the Company  contemplated  by clause (A) of
Paragraph  4.4(a)(x) hereof cease to be true and correct,  (E) of the receipt by
the  Company  of  any  notification  with  respect  to  the  suspension  of  the
qualification of any of the Registerable Securities for sale in any jurisdiction
or the  initiation or  threatening of any proceeding for such purpose and (F) of
the  happening of any event which makes any statement  made in the  registration
statement,  the  prospectus  or any document  incorporated  therein by reference
untrue or which requires the making of any changes in the registration statement
or  prospectus  so that such  registration  statement,  prospectus  or  document
incorporated by reference will not contain any untrue statement of material fact
or omit to state any material fact required to be stated therein or necessary to
make the statements therein not misleading;

          (iv) make  reasonable  efforts to obtain the  withdrawal  of any order
suspending  the  effectiveness  of such  registration  statement at the earliest
possible moment and to prevent the entry of such an order;

          (v) use  reasonable  efforts to register  or qualify the  Registerable
Securities  included in such registration  statement under such other securities
or blue sky laws of such  jurisdictions  as any Rightsholder  whose  Registrable
Securities are included in such registration  statement  reasonably  requests in
writing  and do any and all other  acts and  things  which may be  necessary  or
advisable to enable such  Rightsholder  to consummate  the  disposition  in such
jurisdictions of such Registerable  Securities;  provided, that the Company will
not be  required  to (A)

<PAGE>

qualify  generally  to  do  business  in  any  jurisdiction  where it  would not
otherwise be required to qualify but for this Paragraph  4.4(a)(v),  (B) subject
itself to taxation in any such  jurisdiction  or (C) take any action which would
subject it to general service of process in any such jurisdiction;

          (vi)  make  available  for  inspection  by  each  Rightsholder   whose
Registerable  Securities are included in such  registration,  any underwriter(s)
participating in any disposition  pursuant to such registration  statement,  and
any  representative,  agent or employee of or attorney or accountant retained by
any such Rightsholder or underwriter(s)  (collectively,  the "Inspectors"),  all
financial and other records, pertinent corporate documents and properties of the
Company (collectively, the "Records") as shall be reasonably necessary to enable
them  to  exercise  their  due  diligence  responsibility  (or  establish  a due
diligence  defense),  and cause the  officers,  directors  and  employees of the
Company to supply all information  reasonably requested by any such Inspector in
connection with such registration  statement;  provided,  that records which the
Company determines,  in good faith, to be confidential and which it notifies the
Inspectors are confidential shall not be disclosed by the Inspectors, unless (A)
the  release of such  Records is ordered  pursuant  to a subpoena or other order
from a court of competent  jurisdiction or (B) the disclosure of such Records is
required by any applicable law or regulation or any governmental regulatory body
with jurisdiction over such Rightsholder or underwriter; provided, further, that
such   Rightsholder   or   underwriter(s)   agree  that  such   Rightsholder  or
underwriter(s) will, upon learning the disclosure of such Records is sought in a
court of  competent  jurisdiction,  give  notice  to the  Company  and allow the
Company,  at the Company's expense,  to undertake  appropriate action to prevent
disclosure of the Records deemed confidential;

          (vii) cooperate with the Rightsholder  whose  Registerable  Securities
are included in such registration statement and the managing underwriter(s),  if
any,  to  facilitate  the  timely   preparation  and  delivery  of  certificates
representing  Registerable  Securities  to be sold  thereunder,  not bearing any
restrictive  legends,  and enable  such  Registerable  Securities  to be in such
denominations  and registered in such names as such Rightsholder or any managing
underwriter(s)  may  reasonably  request at least two business days prior to any
sale of Registerable Securities;

          (viii)  comply  with  all  applicable  rules  and  regulations  of the
Commission  and promptly  make  generally  available to its security  holders an
earnings  statement  covering a period of twelve  months  commencing,  (A) in an
underwritten  offering,  at the end of any fiscal quarter in which  Registerable
Securities are sold to underwriter(s),  or (B) in a  non-underwritten  offering,
with the first month of the Company's  first fiscal quarter  beginning after the
effective date of such registration statement,  which earnings statement in each
case shall satisfy the provisions of Section 11(a) of the Securities Act;

          (ix) provide a CUSIP number for all Registerable  Securities not later
than the  effective  date of the  registration  statement  relating to the first
public offering of Registerable Securities of the Company pursuant hereto;

          (x) enter into such customary  agreements  (including an  underwriting
agreement  in  customary  form)  and  take  all such  other  actions  reasonably
requested by the Rightsholders holding a majority of the Registerable Securities
included in such registration statement or the managing

<PAGE>

underwriter(s)   in  order  to  expedite  and facilitate the disposition of such
Registerable  Securities and in such connection,  whether or not an underwriting
agreement is entered into and whether or not the registration is an underwritten
registration,  (A) make such  representations  and  warranties,  if any,  to the
holders of such Registerable  Securities and any underwriter(s)  with respect to
the registration statement,  prospectus and documents incorporated by reference,
if any,  in form,  substance  and scope as are  customarily  made by  issuers to
underwriter(s)  in  underwritten  offerings  and  confirm  the  same if and when
requested,  (B) obtain  opinions of counsel to the  Company and updates  thereof
addressed to each such Rightsholder and the underwriter(s), if any, with respect
to  the  registration  statement,   prospectus  and  documents  incorporated  by
reference,  if  any,  covering  the  matters  customarily  covered  in  opinions
requested in underwritten  offerings and such other matters as may be reasonably
requested by such Rightsholders and underwriter(s),  (C) obtain a "cold comfort"
letter and updates  thereof  from the  Company's  independent  certified  public
accountants  addressed to such Rightsholders and to the underwriter(s),  if any,
which  letters  shall  be in  customary  form  and  cover  matters  of the  type
customarily  covered in "cold comfort" letters by accountants in connection with
underwritten  offerings,  and (D) deliver such documents and certificates as may
be  reasonably  requested  by the  Rightsholders  holding  a  majority  of  such
Registerable  Securities  and  managing  underwriter(s),  if  any,  to  evidence
compliance with any customary conditions contained in the underwriting agreement
or other  agreement  entered into by the Company;  each such action  required by
this Paragraph  4.4(a)(x) shall be done at each closing under such  underwriting
or similar agreement or as and to the extent required thereunder; and

          (xi) if  requested  by the holders of a majority  of the  Registerable
Securities  included in such  registration  statement,  use its best  efforts to
cause all  Registerable  Securities  which  are  included  in such  registration
statement to be listed,  subject to notice of issuance, by the date of the first
sale of such Registerable Securities pursuant to such registration statement, on
each securities exchange,  if any, on which securities similar to the Registered
Securities are listed.

     (b) Obligations of  Rightsholders.  In connection with any  registration of
Registerable Securities of a Rightsholder pursuant to Section 4.2 or 4.3 hereof:

          (i) The Company may require that each Rightsholder  whose Registerable
Securities are included in such  registration  statement  furnish to the Company
such information regarding the distribution of such Registerable  Securities and
such  Rightsholder  as the Company may from time to time  reasonably  request in
writing; and

          (ii) Each Rightsholder, upon receipt of any notice from the Company of
the  happening of any event of the kind  described in clauses (B),  (C), (E) and
(F) of Paragraph 4.4(a)(iii) hereof, shall forthwith discontinue  disposition of
Registerable  Securities  pursuant to the registration  statement  covering such
Registerable  Securities until such Rightsholder's  receipt of the copies of the
supplemented  or amended  prospectus  contemplated  by clause  (A) of  Paragraph
4.4(a)(iii)  hereof,  or until such  Rightsholder  is  advised  in writing  (the
"Advice")  by the  Company  that  the use of the  applicable  prospectus  may be
resumed,  and until such  Rightsholder  has received copies of any additional or
supplemental filings which are incorporated by reference in or to be attached to
or included  with such  prospectus,  and, if so  directed by the  Company,  such
Rightsholder  will  deliver to the Company (at the expense of the  Company)  all
copies,  other  than  permanent  file  copies  then

<PAGE>

in  the  possession  of  such  Rightsholder,  of the current prospectus covering
such Registerable  Securities at the time of receipt of such notice; the Company
shall have the right to demand that such Rightsholder or other holder verify its
agreement to the provisions of this Paragraph  4.4(b)(ii) in any Demand Request,
Tag-Along Request or Holder Notice of the Rightsholder or in a separate document
executed by the Rightsholder.

     4.5. Registration  Expenses. All expenses incident to the performance of or
compliance with this Agreement by the Company,  including without imitation, all
registration  and filing fees of the  Commission,  the National  Association  of
Securities  Dealers,  Inc. and other  agencies,  fees and expenses of compliance
with securities or blue sky laws (including reasonable fees and disbursements of
counsel  in  connection  with  blue  sky   qualifications  of  the  Registerable
Securities),  rating  agency fees,  printing  expenses,  messenger  and delivery
expenses,  internal expenses  (including,  without limitation,  all salaries and
expenses of its officers and employees  performing legal or accounting  duties),
the fees and expenses  incurred in connection  with the listing,  if any, of the
Registerable Securities on any securities exchange and fees and disbursements of
counsel  for  the  Company  and  the  Company's   independent  certified  public
accountants  (including  the  expenses  of any special  audit or "cold  comfort"
letters required by or incidental to such performance),  Securities Act or other
liability  insurance (if the Company elects to obtain such insurance),  the fees
and expenses of any special  experts  retained by the Company in connection with
such  registration and the fees and expenses of any other person retained by the
Company  (but  not  including   any   underwriting   discounts  or   commissions
attributable  to the sale of  Registerable  Securities  or  other  out-of-pocket
expenses of the  Rightsholders,  or the agents who act on their  behalf,  unless
reimbursement  is  specifically  approved by the  Company)  will be borne by the
Company.  All such expenses are herein referred to as  "Registration  Expenses."
Notwithstanding the foregoing,  the Company shall not be required to pay for any
Registration  Expenses  of any Demand  Registration  if such  Demand  Request is
subsequently  withdrawn  at the  request of the  holders  of a  majority  of the
Registerable  Securities included in such Demand Registration (in which case all
Rightsholders  which requested the withdrawal of the Demand  Registration  shall
bear such expenses pro rata); provided that, if, at the time of such withdrawal,
such  Rightsholders  have learned of a material adverse change in the condition,
business or prospects of the Company  from that known to such  Rightsholders  at
the time of their Demand Request,  such  Rightsholders  shall not be required to
pay any of such expenses. In either event, if such Rightsholders pay in full the
expenses of such withdrawn Demand Registration,  such Rightsholders shall retain
the right to one Demand Registration.

     4.6. Indemnification: Contribution.

     (a)  Indemnification  by the Company.  The Company  agrees to indemnify and
hold  harmless,  to the full extent  permitted by law,  each  Rightsholder,  its
officers and directors and each person who controls  such  Rightsholder  (within
the meaning of the  Securities  Act), if any, and any agent thereof  against all
losses,  claims,  damages,  liabilities  and  expenses  incurred  by such  party
pursuant to any actual or threatened suit,  action,  proceeding or investigation
(including reasonable attorney's fees and expenses of investigation) arising out
of or based upon any  untrue or  alleged  untrue  statement  of a material  fact
contained in any registration statement, prospectus or preliminary prospectus or
any omission or alleged omission to state therein a material fact required to be
stated

<PAGE>

therein   or   necessary   to  make  the  statements  therein  (in the case of a
prospectus,  in the light of the  circumstances  under which they were made) not
misleading,  except insofar as the same arise out of or are based upon, any such
untrue  statement  or  omission  based  upon  information  with  respect to such
Rightsholder  furnished in writing to the Company by such Rightsholder expressly
for use therein.

     (b)  Indemnification  by Rightsholder.  In connection with any registration
statement in which a Rightsholder is participating,  each such Rightsholder will
be required to furnish to the Company in writing such  information  with respect
to such  Rightsholder as the Company  reasonably  requests for use in connection
with any such registration statement or prospectus, and each Rightsholder agrees
to the extent it is such a holder of  Registerable  Securities  included in such
registration  statement,  and each other such holder of Registerable  Securities
included in such Registration Statement will be required to agree, to indemnify,
to the full extent permitted by law, the Company,  the directors and officers of
the Company and each person who controls the Company  (within the meaning of the
Securities  Act) and any agent  thereof,  against any losses,  claims,  damages,
liabilities and expenses (including  reasonable  attorney's fees and expenses of
investigation  incurred by such party pursuant to any actual or threatened suit,
action,  proceeding or investigation  arising out of or based upon any untrue or
alleged untrue  statement of a material fact or any omission or alleged omission
of a material fact necessary,  to make the statements  therein (in the case of a
prospectus,  in the light of the  circumstances  under  which they are made) not
misleading, to the extent, but only to the extent, that such untrue statement or
omission is based upon information relating to such Rightsholder or other holder
furnished in writing to the Company expressly for use therein.

     (c) Conduct of  Indemnification  Proceedings.  Promptly after receipt by an
indemnified  party under this Section 4.6 of written notice of the  commencement
of any action,  proceeding,  suit or  investigation  or threat  thereof  made in
writing  for  which  such  indemnified  party  may  claim   indemnification   or
contribution pursuant to this Agreement,  such indemnified party shall notify in
writing the indemnifying  party of such commencement or threat; but the omission
so to notify the  indemnifying  party shall not relieve the  indemnifying  party
from any  liability  which the  indemnifying  party may have to any  indemnified
party (i)  hereunder,  unless  the  indemnifying  party is  actually  prejudiced
thereby, or (ii) otherwise than under this Section 4.6. In case any such action,
suit or  proceeding  shall be brought  against any  indemnified  party,  and the
indemnified  party  shall  notify  the  indemnifying  party of the  commencement
thereof, the indemnifying party shall be entitled to participate therein and the
indemnifying  party shall assume the defense  thereof,  with counsel  reasonably
satisfactory  to the indemnified  party,  and the obligation to pay all expenses
relating thereto.  The indemnified party shall have the right to employ separate
counsel in any such action, suit or proceeding and to participate in the defense
thereof,  but the fees and expenses of such  counsel  shall be at the expense of
such indemnified party unless (i) the indemnifying  party has agreed to pay such
fees and expenses,  (ii) the indemnifying  party shall have failed to assume the
defense of such  action,  suit or  proceeding  or to employ  counsel  reasonably
satisfactory  to the indemnified  party therein or to pay all expenses  relating
thereto or (iii) the named parties to any such action or  proceeding  (including
any impleaded  parties) include both the indemnified  party and the indemnifying
party and the  indemnified  party shall have been  advised by counsel that there
may be one or more legal defenses  available to the indemnified  party which are
different from or additional

<PAGE>

to  those  available  to the  indemnifying   party  and  which  may  result in a
conflict  between the indemnifying  party and such  indemnified  party (in which
case, if the indemnified  party notifies the indemnifying  party in writing that
the indemnified  party elects to employ  separate  counsel at the expense of the
indemnifying  party, the  indemnifying  party shall not have the right to assume
the defense of such action or proceeding on behalf of the indemnified  party; it
being understood,  however, that the indemnifying party shall not, in connection
with any one such  action,  suit or  proceeding  or separate  but  substantially
similar  or  related  actions,  suits or  proceedings  in the same  jurisdiction
arising out of the same general allegations or circumstances,  be liable for the
fees and  expenses of more than one  separate  firm of attorneys at any time for
the  indemnified  party,  which  firm  shall be  designated  in  writing  by the
indemnified party).

     (d) Contribution.  If the indemnification  provided for in this Section 4.6
from the indemnifying  party is unavailable to an indemnified party hereunder in
respect of any losses,  claims,  damages,  liabilities  or expenses  referred to
therein,  then the indemnifying  party, in lieu of indemnifying such indemnified
party,  shall contribute to the amount paid or payable by such indemnified party
as a result of such losses, claims, damages, liabilities or expenses (i) in such
proportion as is  appropriate to reflect the relative  benefits  received by the
indemnifying  party on the one hand and the  indemnified  party on the  other or
(ii) if the  allocation  provided  by  clause  (i)  above  is not  permitted  by
applicable  law, in such  proportion as is  appropriate  to reflect not only the
relative  benefits  received by the  indemnifying  party on the one hand and the
indemnified  party on the other but also the relative fault of the  indemnifying
party  and  indemnified   party,  as  well  as  any  other  relevant   equitable
considerations.   The  relative  fault  of  such  indemnifying   party  and  the
indemnified  parties  shall be  determined  by reference to, among other things,
whether any action in question, including any untrue or alleged untrue statement
of a material fact or omission or alleged omission to state a material fact, has
been made by, or relates to information  supplied by, such indemnifying party or
indemnified  parties,  and the parties'  relative intent,  knowledge,  access to
information and  opportunity to correct or prevent such action.  The amount paid
or payable by a party as a result of the losses,  claims,  damages.  liabilities
and  expenses  referred  to above  shall be deemed to  include,  subject  to the
limitation  set forth in Section  4.6(e),  any legal or other  fees or  expenses
reasonably  incurred  by such  party in  connection  with any  investigation  or
proceeding.

          The parties  hereto  agree that it would not be just and  equitable if
contribution  pursuant  to this  Paragraph  4.6(d) were  determined  by pro rata
allocation or by any other method of allocation which does not take into account
the  equitable  considerations  referred  to in  clauses  (i)  and  (ii)  of the
immediately    preceding    paragraph.    No   person   guilty   of   fraudulent
misrepresentation  (within the meaning of Section 11(f) of the  Securities  Act)
shall be  entitled  to  contribution  from any person who was not guilty of such
fraudulent misrepresentation.

     (e) Limitation.  Anything to the contrary  contained in this Section 4.7 or
in Section 4.7  notwithstanding,  no holder of Registerable  Securities shall be
liable for  indemnification and contribution  payments  aggregating an amount in
excess of the maximum amount received by such holder in connection with any sale
of Registerable Securities as contemplated herein.

     4.7.  Participation  in  Underwritten  Registration.  No  Rightsholder  may
participate in any underwritten  registration hereunder unless such Rightsholder
(a)  agrees to sell  such  holder's

<PAGE>

securities  on  the  basis  provided  in any underwriting  arrangements approved
by the persons  entitled  hereunder to approve such  arrangements  and to comply
with Rules 10b-6 and 10b-7 under the Securities Exchange Act of 1934, as amended
(the  "Exchange  Act"),  and (b)  completes  and  executes  all  questionnaires,
appropriate  and limited  powers of attorney,  escrow  agreements,  indemnities,
underwriting  agreements and other documents reasonably required under the terms
of such  underwriting  arrangement;  provided,  that all such documents shall be
consistent with the provisions of Section 4.5 hereof.

5.   Further  Assurances.  At  any  time  and  from time to time  after the date
hereof,  the  undersigned  shall,  without  further  consideration,  execute and
deliver to the  Company,  or such other party as the  Company  may direct,  such
other  instruments or documents and shall take such other actions as the Company
may  reasonably  request  to carry  out the  transactions  contemplated  by this
Subscription Agreement.

6.   Indemnification.  The   undersigned   acknowledges   that  the  undersigned
understands  the  meaning  and  legal   consequences  of  the   representations,
warranties,  covenants and  agreements  contained  herein,  and the  undersigned
hereby  agrees to indemnify and hold  harmless the Company,  and its  directors,
officers,  employees,  agents and controlling persons,  from and against any and
all  loss,  damage  or  liability  due  to or  arising  out of a  breach  by the
undersigned of any such  representations,  warranties,  covenants and agreements
contained herein.

7.   Miscellaneous.  The  Company  and  undersigned  may waive compliance by the
other with any of the provisions of this  Subscription  Agreement.  No waiver of
any provision shall be construed as a waiver of any other provision.  Any waiver
must be in writing.  The headings  contained in this Subscription  Agreement are
for  reference  purposes  only and shall not  affect in any way the  meaning  or
interpretation  of this  Subscription  Agreement.  This  Subscription  Agreement
constitutes the entire agreement  between the parties hereto with respect to the
subject  matter  hereof and may be  amended  only by a writing  executed  by all
parties.  This  Subscription  Agreement may not be modified or amended except in
writing  signed by both  parties  hereto.  This  Subscription  Agreement  may be
executed in several counterparts, each of which shall be deemed an original, and
all of which shall  constitute one and the same  instrument.  This  Subscription
Agreement shall be governed in all respects, including validity,  interpretation
and  effect,  by the  laws of the  State  of New  York,  without  regard  to its
conflicts of laws principles.  This Subscription Agreement shall be binding upon
and inure to the benefit of and be  enforceable by the successors and assigns of
the parties  hereto.  This  Subscription  Agreement  shall not be  assignable by
either  party  without the prior  written  consent of the other.  The rights and
obligations contained in this Subscription  Agreement are solely for the benefit
of the parties  hereto and are not intended to benefit or be  enforceable by any
other party, under the third party beneficiary doctrine or otherwise.


          THE  SECURITIES  BEING  OFFERED  HEREBY  HAVE NOT BEEN  REGISTERED  OR
APPROVED  OR  DISAPPROVED  BY THE  SECURITIES  AND  EXCHANGE  COMMISSION  OR THE
SECURITIES REGULATORY AUTHORITY OF ANY STATE, NOR HAS THE COMMISSION OR ANY SUCH
AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS SUBSCRIPTION AGREEMENT OR


<PAGE>

THE AGREEMENTS AND DOCUMENTS  REFERRED TO OR  INCORPORATED  BY REFERENCE  HEREIN
(COLLECTIVELY,  THE "OFFERING DOCUMENTS"). ANY REPRESENTATION TO THE CONTRARY IS
UNLAWFUL.

          THE  SECURITIES  ARE BEING  OFFERED BY THE COMPANY IN RELIANCE UPON AN
EXCEPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  WHICH
EXEMPTION DEPENDS UPON THE EXISTENCE OF CERTAIN FACTS INCLUDING, BUT NOT LIMITED
TO, THE  REQUIREMENTS  THAT THE SECURITIES ARE NOT BEING OFFERED THROUGH GENERAL
ADVERTISING  OR  GENERAL  SOLICITATION,   ADVERTISEMENTS  OR  COMMUNICATIONS  IN
NEWSPAPERS,  MAGAZINES OR OTHER MEDIA, OR BROADCASTS ON RADIO OR TELEVISION, AND
THAT THE OFFERING  DOCUMENTS  SHALL BE TREATED AS CONFIDENTIAL BY THE PERSONS TO
WHOM IT IS DELIVERED.  ANY  DISTRIBUTION  OF THE OFFERING  DOCUMENTS OR ANY PART
HEREOF OR DIVULGENCE OF ANY OF ITS CONTENTS SHALL BE UNAUTHORIZED.

          IN MAKING AN  INVESTMENT  DECISION,  INVESTORS  MUST RELY ON THEIR OWN
EXAMINATION  OF THE COMPANY AND THE TERMS OF THE OFFERING,  INCLUDING THE MERITS
AND RISKS INVOLVED. THE SHARES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE
SECURITIES  COMMISSION  OR  REGULATORY  AUTHORITY.  FURTHERMORE,  THE  FOREGOING
AUTHORITIES  HAVE NOT CONFIRMED  THE ACCURACY OR DETERMINED  THE ADEQUACY OF THE
OFFERING  DOCUMENTS.  ANY  REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE SHARES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT
BE TRANSFERRED  OR RESOLD EXCEPT AS PERMITTED  UNDER THE SECURITIES ACT OF 1933,
AS AMENDED,  THE APPLICABLE STATE  SECURITIES LAWS,  PURSUANT TO REGISTRATION OR
EXEMPTION THEREFROM.  IN ADDITION,  THE SHARES WILL BEAR A LEGEND TO SUCH EFFECT
AS SET FORTH HEREIN. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR
THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.


          IN  WITNESS   WHEREOF,   the   undersigned   has  duly  executed  this
Subscription  Agreement  as of  the  date  set  forth  below  the  undersigned's
signature in the Execution Section below.



<PAGE>


                EXECUTION SECTION FOR SUBSCRIPTION BY INDIVIDUALS


I.   SUBSCRIPTION AMOUNT:

     The  undersigned  subscribes  to purchase the Shares set forth in the first
paragraph of this Agreement for the Subscription Price set forth therein.

II.  SUBSCRIBER STATUS:

     The undersigned is (check appropriate box and, if applicable, fill in state
with jurisdiction over custodial account):

_    INDIVIDUAL OWNER  (One  signature   required   below).  Note:  In community
     property  states,  both spouses are required to sign below,  whether or not
     being listed as co-subscribers.

_    HUSBAND AND  WIFE  AS  TENANTS  BY  THE ENTIRETY (Husband and wife are both
     required to sign below).

_    TWO  OR  MORE  INDIVIDUALS  AS  TENANTS IN COMMON (All tenants are required
     to sign below).

_    TWO  OR  MORE   INDIVIDUALS  AS  JOINT  TENANTS WITH RIGHT OF  SURVIVORSHIP
     (All tenants are required to sign below).

_    CUSTODIAL ACCOUNT UNDER UNIFORM GIFTS TO MINORS ACT OF THE STATE OF
     ___________________________________________________ (Fill in state).

III. INFORMATION AS IT IS TO APPEAR ON THE COMPANY RECORDS:

Name of
Subscriber(s): (1)  ____________________________________________________________

               (2)  ____________________________________________________________

Social Security Number (for use in all notifications
and reports to governmental taxing authorities): _______________________________

State(s) of Permanent Residence:   (1)  ________________________________________

                                   (2)  ________________________________________


<PAGE>

Mailing Address:    ____________________________________________________________

                    ____________________________________________________________

                    ____________________________________________________________

Telephone Number:   ____________________________________________________________

Facsimile Number:   ____________________________________________________________

IV. INVESTOR STATUS (check all appropriate boxes):

     A. The undersigned is an accredited investor, as such term is defined under
Regulation D, by reason of the fact that the undersigned is:

     _     An  individual whose net worth(1) (or joint net worth with my spouse,
           if greater) exceeds $1,000,000.

     _     An  individual with  income(2) in excess of $200,000, or joint income
           together with my spouse  in  excess of  $300,000,  in each of the two
           most  recent  years  and  reasonably expects to reach the same income
           level in the current year.

     _     A director or executive officer of the Company.

     _     An entity in which all of the equity owners are accredited investors,
           as defined in Regulation D. (The Company has the right to request the
           names of each such  accredited  investor equity owners and to require
           such person(s) to complete a Qualified  Purchaser Questionnaire prior
           to the Company's  acceptance of the undersigned's subscription.)

_    B. The undersigned is not an accredited  investor,  as such term is defined
under  Regulation  D, and  agrees,  that upon the  request  of the  Company,  to
complete a Qualified Purchaser Questionnaire and return an executed copy thereof
to the Company.


__________________________________
     1    For purposes hereof, net worth shall be deemed to include  all of your
assets,  liquid  or  illiquid  (including  such  items  as  home,   furnishings,
automobile and restricted securities)  minus  any  liabilities  (including  such
items as home mortgages and other debts and liabilities).

     2    For  purposes  hereof,  the  term "income" is not limited to "adjusted
gross income" as that term  is defined for  Federal  Income  tax  purposes,  but
rather  includes  certain items  of  income  which  are  deducted  in  computing
"adjusted gross income."   For  investors  who are salaried employees, the gross
salary of such investor, minus any significant  expenses  personally incurred by
such investor in connection with earning the salary, plus  any income  from  any
other source,  including  unearned  income, is a fair measure  of  "income" for 
purposes  hereof.  For investors who  are  self-employed,  "income  is generally
construed  to  mean  total  revenues  received  during  the calendar year minus 
significant expenses incurred in connection with earning such revenues.
<PAGE>

V.   SIGNATURE(S):

Signature(s) of Subscriber(s):   (1)  __________________________________________

                                 (2)  __________________________________________

Signature of Non-Subscribing Spouse (Community Property States Only):

                                 (1)  __________________________________________

                                 (2)  __________________________________________


Date:     _______________________________________, 1998

<PAGE>


              EXECUTION SECTION FOR SUBSCRIPTION BY NON-INDIVIDUALS


I.   SUBSCRIPTION AMOUNT:

          The  undersigned  subscribes  to purchase the Shares set forth in the
first paragraph of this Agreement for the Subscription Price set forth therein.

II.  SUBSCRIBER STATUS:

          The  undersigned is (check appropriate box and, if applicable, fill in
state with jurisdiction over custodial account):

     _    CORPORATION (Please include certified corporate resolution authorizing
          signature).

     _    PARTNERSHIP.

     _    TRUST.

     _    OTHER  (Including  Employment  Benefit  Plans and  Trusts,  Individual
          Retirement Accounts, and KEOUGH Plans).

III.  INFORMATION AS IT IS TO APPEAR ON THE COMPANY RECORDS:

Name of
Subscriber:   __________________________________________________________________

Tax Identification Number: _____________________________________________________

State of Incorporation or Organization: ________________________________________

State of Principal Place of Business:   ________________________________________

Mailing Address:    ____________________________________________________________

                    ____________________________________________________________

                    ____________________________________________________________

Telephone Number:   ____________________________________________________________

Facsimile Number:   ____________________________________________________________


<PAGE>

IV.  INVESTOR  STATUS  (check all  appropriate  boxes and,  if  applicable,
provide all information requested):

     A. The undersigned is an accredited investor, as such term is defined under
Regulation D, by reason of the fact that the undersigned is:

     _    A  bank  as  defined  in  Section   3(a)(2)  of  the  Securities  Act,
          or any savings and loan association or other institution as defined in
          Section  3(a)(5)(A)  of  the  Securities  Act  whether  acting  in its
          individual  or  fiduciary  capacity;  a broker  or  dealer  registered
          pursuant  to Section 15 of the  Securities  Exchange  Act of 1934 (the
          "Exchange  Act"); an insurance  company as defined in Section 2(13) of
          the  Securities  Act;  an  investment  company  registered  under  the
          Investment  Company Act of 1940 or a business  development  company as
          defined in Section  2(a)(48) of that Act; a Small Business  Investment
          Company  licensed  by the U.S.  Small  Business  Administration  under
          Section 301(c) or (d) of the Small Business  Investment Act of 1958; a
          plan   established   and   maintained   by  a  state,   its  political
          subdivisions,  or any  agency  or  instrumentality  of a state  or its
          political subdivisions,  for the benefit of its employees,  and having
          total assets in excess of $5,000,000;  an employee benefit plan within
          the meaning of the  Employee  Retirement  Income  Security Act of 1974
          ("ERISA")  with  investment  decisions  made by a plan  fiduciary,  as
          defined in Section 3(21) of such Act, which is either a bank,  savings
          and loan  association,  insurance  company  or  registered  investment
          adviser;  an  employee  benefit  plan  within the meaning of ERISA and
          having total assets in excess of $5,000,000.

     _    An  employee   benefit   plan  within  the  meaning  of  ERISA   which
          is a self-directed plan, with investment  decisions made solely by the
          following  persons  who  are  accredited  investors,   as  defined  in
          Regulation D:

          ______________________________________________________________________

          ______________________________________________________________________

     _    A  private  business  development  company   as  defined  in   section
          202(a)(22) of the Investment Advisers Act of 1940.

     _    An    organization    described   in    Section   501(c)(3)   of   the
          Internal Revenue Code, corporation,  Massachusetts or similar business
          trust or partnership, not formed for the specific purpose of acquiring
          the securities offered, with total assets in excess of $5,000,000.


<PAGE>

     _    A  trust,   with   total   assets  in   excess  of   $5,000,000,   not
          formed  for the  specific  purpose of  acquiring  any shares of Common
          Stock,  whose  purchase  is directed  by the  following  sophisticated
          person  meeting the  description  set forth in Rule  506(b)(2)(ii)  of
          Regulation D:

          ______________________________________________________________________

     _    An  entity  in  which  all  of  the   equity  owners  are   accredited
          investors,  as defined in  Regulation D. (The Company has the right to
          request the names of each such  accredited  investor equity owners and
          to  require  such   person(s)   to  complete  a  Qualified   Purchaser
          Questionnaire  prior to the Company's  acceptance of the undersigned's
          subscription.)

_    B. The undersigned is not an accredited  investor,  as such term is defined
under  Regulation  D, and  agrees,  that upon the  request  of the  Company,  to
complete a Qualified Purchaser Questionnaire and return an executed copy thereof
to the Company.

V.   SIGNATURE(S)

     The undersigned corporate officer,  partner, trustee or fiduciary certifies
that  the   undersigned   has  full  power  and  authority  from  all  requisite
stockholders,  partners,  co-trustees,  co-fiduciaries of the subscribing entity
named above to execute this Subscription  Agreement on behalf of the subscribing
entity and to make the representations, warranties and agreements made herein on
its and their behalf and that  investment  in the Shares has been  affirmatively
authorized by the governing  board or body of such entity and is not  prohibited
by law or the governing documents of the subscribing entity.



By: __________________________________ By: _____________________________________
   (Signature of Authorized Signatory)    (Signature of Authorized Co-Signatory)


    __________________________________     _____________________________________
      (Name of Authorized Signatory)         (Name of Authorized Co-Signatory)


    __________________________________     _____________________________________
     (Title of Authorized Signatory)        (Title of Authorized Co-Signatory)


Date: _______________________________________, 1998

<PAGE>


                                 ACCEPTANCE PAGE
                        (To be completed by the Company)


SUBSCRIPTION AND SUBSCRIPTION AGREEMENT
ACCEPTED AND AGREED:

Number of Shares for which Subscription is Accepted:   _______________


SOFTWARE PUBLISHING CORPORATION HOLDINGS, INC.



By:  ____________________________________________________
     Name:
     Title:

Date:     _______________________________________, 1998