AGREEMENT


     AGREEMENT  made as of the ___ day of October,  1996 by and between  ALLEGRO
NEW MEDIA, INC., a Delaware  corporation  (hereinafter called the "Company") and
MARK E. LEININGER, an individual residing at 27 Liberty Street,  Ridgewood,  New
Jersey 07450 (hereinafter called the "Employee").

                              W I T N E S S E T H:

     WHEREAS,  the Company  desires to continue to employ the Employee,  and the
Company acknowledges that its entering into this agreement is a condition to the
Employee's willingness to continue such employment; and

     WHEREAS,  Employee  desires to continue to be employed by the Company,  and
the Employee  acknowledges  that his entering into this agreement is a condition
to the Company's willingness to continue such employment;

     NOW, THEREFORE, it is agreed as follows:

     1.   Prior Agreements Superseded.  This Agreement supersedes any 
employment or consulting agreements, oral or written, entered into between
Employee and the Company prior to the date of this Agreement.

     2.   Confidential Information.

     (a) In the course of Employee's  employment  by the Company,  Employee will
have  access  to and  possession  of  valuable  and  important  confidential  or
proprietary data or information of the Company,  its subsidiaries and affiliates
(for  purposes  of this  Section 2 and Section 3 of this  Agreement  referred to
collectively  as the "Company") and their  operations.  Employee will not during
Employee's  employment  by the  Company  or at any time  thereafter  divulge  or
communicate to any person nor shall Employee direct any employee, representative
or agent of the Company to divulge or communicate to any person or entity (other
than to a person or entity bound by confidentiality obligations similar to those
contained  herein and other than as necessary in  performing  Employee's  duties
hereunder)  or use to the  detriment  of the  Company or for the  benefit of any
other person or entity,  including without limitation any competitor,  supplier,
licensor,  licensee or  customer of the  Company,  any of such  confidential  or
proprietary data or information or make or remove any copies thereof, whether or
not marked or otherwise identified as "confidential" or "secret." Employee shall
take all reasonable precautions in handling the confidential or proprietary data
or  information  within  the  Company to a strict  need-to-know  basis and shall
comply with any and all security  systems and measures adopted from time to time
by the Company to protect the  confidentiality  of  confidential  or proprietary
data or information.


<PAGE>

     (b) The term  "confidential  or proprietary data or information" as used in
this Agreement  shall mean  information  not generally  available to the public,
including, without limitation, all database information,  personnel information,
financial   information,   customer  lists,   account  lists  or  other  account
information,  names,  telephone  numbers or  addresses,  supplier  lists,  trade
secrets,  patented or  proprietary  information,  forms,  information  regarding
operations,  systems, methods,  financing,  services, know how, computer and any
other  processed or collated data,  computer  programs,  pricing,  marketing and
advertising data of the Company.

     (c)  Employee  will at all times  promptly  disclose to the Company in such
form  and  manner  as  the  Company  may  reasonably  require,  any  inventions,
improvements  or procedural or  methodological  innovations,  including  without
limitation relating to programs,  methods,  forms, systems,  services,  designs,
marketing  ideas,  products  or  processes  (whether  or not  capable  of  being
trademarked,  copyrighted  or  patented)  conceived  or  developed or created by
Employee during or in connection with Employee's  employment hereunder and which
relate to the business of the Company ("Intellectual Property"). Employee agrees
that all such  Intellectual  Property shall be the sole property of the Company,
as the case may be.  Employee  further  agrees that  Employee  will execute such
instruments  and perform such acts as may reasonably be requested by the Company
to transfer to and perfect in the Company all legally protectable rights in such
Intellectual Property.

     (d) All written materials, books, records and documents made by Employee or
coming into Employee's  possession during  Employee's  employment by the Company
concerning any products,  processes or equipment manufactured,  used, developed,
investigated,  purchased,  sold  or  considered  by  the  Company  or  otherwise
concerning the business or affairs of the Company,  including without limitation
any files,  customer  records such as names,  telephone  numbers and  addresses,
lists, firm records, brochures and literature, shall be the sole property of the
Company,  shall not be removed from the Company's premises by the Employee,  and
upon termination of Employee's employment by the Company, or upon request of the
Company  during  Employee's  employment by the Company,  Employee shall promptly
deliver the same to the Company.  In addition,  upon  termination  of Employee's
employment  by the  Company,  Employee  will  deliver to the  Company  all other
Company  property  in  Employee's   possession  or  under  Employee's   control,
including,  but not limited to, financial statements,  marketing and sales data,
customer  and  supplier  lists,  account  lists and other  account  information,
database information and other documents, and any Company credit cards.

     (e) The Employee  acknowledges that the covenants contained in this Section
2 are fair and reasonable in order to protect the Company's  business and were a
material and necessary  inducement for the Company to agree to the terms of this
Agreement.  The  Employee  further  acknowledges  that any remedy at law for any
breach or  threatened  or attempted  breach of the  covenants  contained in this
Section  2 may be  inadequate  and that the  violation  of any of the  covenants
contained in this Section 2 will cause  irreparable and continuing damage to the
Company.  Accordingly,  the Company shall be entitled to specific performance or
any other mode of  injunctive  and/or other  equitable  relief to enforce  their
rights hereunder,  including without limitation an order restraining any further

<PAGE>

violation of such  covenants,  or any other relief a court might award,  without
the necessity of showing any actual damage or irreparable harm or the posting of
any bond or furnishing of other security,  and that such injunctive relief shall
be  cumulative  and in  addition  to any other  rights or  remedies to which the
Company may be entitled.  The  covenants in this Section 2 shall run in favor of
the Company, and its successors and assigns. In addition, the Employee agrees to
pay the Company the costs it incurs,  including  reasonable  attorneys' fees and
expenses,  in bringing and  prosecuting  any  proceeding to enforce the terms of
this Agreement.

     (f) The provisions of this Section 2 shall survive the  termination of this
Employment Agreement.

     3.   Non-Competition.

     (a)  During the term of this  Agreement  and,  other  than with  respect to
clause  (i)  below,  for one year  thereafter  (the  "Restricted  Period"),  the
Employee  shall not,  without the written  consent of the  Company,  directly or
indirectly,

     (i) become  associated  with,  render  services to,  invest in,  represent,
advise  or  otherwise  participate  in  as  an  officer,   employee,   director,
stockholder,  partner,  promoter,  agent of,  consultant  for or otherwise,  any
business which is conducted in any of the  jurisdictions  in which the Company's
or Allegro's  business is conducted and which is  competitive  with the business
productivity or visual communications computer software business;

     (ii) for the  Employee's own account or for the account of any other person
or  entity  (A)  interfere  with  the  Company's  relationship  with  any of its
suppliers, material customers,  accounts, brokers,  representatives or agents or
(B) contact, telephone, meet, solicit or transact any business with any material
customer,  account or  supplier of the  Company  who or which  transacts  or has
transacted  business  with  the  Company  at any  time  during  the term of this
Agreement; or

     (iii) employ or otherwise engage, or solicit, entice or induce on behalf of
the  Employee  or any  other  person  or  entity,  the  services,  retention  or
employment  of  any  person  who  has  been  an  employee,  principal,  partner,
stockholder,  sales  representative,  trainee,  consultant  to or  agent  of the
Company within one year of the date of such offer or solicitation.

     (b) Nothing herein  contained shall be construed as prohibiting the Company
from pursuing any other remedies  available to it for such violation,  including
but not limited to any injunctive or other  equitable  relief or the recovery of
damages from the Employee.

     (c) The Employee  acknowledges that the covenants contained in this Section
3 are fair and reasonable in order to protect the Company's  business and were a
material and necessary  inducement for the Company to agree to the terms of this
Agreement.  The  Employee  further  acknowledges  that any remedy at law for any
breach or  threatened  or attempted  breach of the  covenants  contained in this
Section  3 may be  inadequate  and that the  violation  of any of the  covenants

<PAGE>

contained in this Section 3 will cause  irreparable and continuing damage to the
Company.  Accordingly,  the Company shall be entitled to specific performance or
any other mode of injunctive and/or other equitable relief to enforce its rights
hereunder,  including  without  limitation  an  order  restraining  any  further
violation of such  covenants,  or any other relief a court might award,  without
the necessity of showing any actual damage or irreparable harm or the posting of
any bond or furnishing of other security,  and that such injunctive relief shall
be  cumulative  and in  addition  to any other  rights or  remedies to which the
Company may be entitled.  The  covenants in this Section 3 shall run in favor of
the Company and its successors and assigns. In addition,  the Employee agrees to
pay the Company the costs they incur,  including reasonable  attorneys' fees and
expenses,  in bringing and  prosecuting  any  proceeding to enforce the terms of
this Agreement.

     (d) In case any one or more of the terms or  provisions  contained  in this
Section 3 shall for any reason be held invalid,  illegal or unenforceable,  such
invalidity,  illegality or unenforceability  shall not affect any other terms or
provisions  hereof,  but such  term or  provision  shall be deemed  modified  or
deleted as or to the extent required by applicable law, and such modification or
deletion  shall not affect the validity of the other terms or provisions of this
Section 3. In addition, if any one or more of the restrictions contained in this
Section 3 shall for any reason be held to be  unreasonable  with regard to time,
duration, geographic scope or activity, the parties contemplate and hereby agree
that such restriction shall be modified and shall be enforced to the full extent
compatible  with  applicable  law. The parties  hereto intend that the covenants
contained in this Section 3 shall be deemed a series of separate  covenants  for
each country,  state, county and city. If, in any judicial  proceeding,  a court
shall  refuse to enforce  all the  separate  covenants  deemed  included in this
Section 3 because,  taken together,  they cover too extensive a geographic area,
the parties intend that those of such  covenants  (taken in order of the cities,
counties,  states  and  countries  therein  which are lease  populous)  which if
eliminated would permit the remaining  separate covenants to be enforced in such
proceeding shall, for the purpose of such proceeding,  be deemed eliminated from
the provisions of this Section 3.

     (e) The provisions of this Section 3 shall survive the  termination of this
Employment Agreement.

     4. Change of  Control.  (a) In the event there shall be a Change in present
Control of the Company,  as hereinafter  defined,  or in any person  directly or
indirectly presently  controlling the Company, as hereinafter defined,  Employee
shall have the option,  exercisable  within six (6) months of his becoming aware
of such event, to terminate this Agreement forthwith. Upon such termination,  or
if the Employee's  employment by the Company has been  terminated by the Company
within six (6)  months  prior to such  Change in  Control  or if the  Employee's
employment  is  terminated  by the Company  within one year after such Change in
Control other than "for cause" (as defined  below),  (i) Employee shall have the
right to receive  payment from the Company of an amount equal to three times the
average of the total annual cash  compensation  paid to the Employee  during the
immediately  preceding  five (5) full  fiscal  years,  less  $1.00  and (ii) all
options and other awards under the Company's  1994  Long-Term  Incentive Plan or

<PAGE>

otherwise shall become  immediately  exercisable or vested,  as the case may be.
Such amount shall be paid at the time of such termination.

     (b) For purposes of this Agreement,  a Change in Control of the Company, or
in any person directly or indirectly controlling the Company, shall mean:

     (i) a Change in Control  as such term is  presently  defined in  Regulation
240.12b-2 under the Securities Exchange Act of 1934 ("Exchange Act"); or

     (ii) if any  "person"  (as such term is used in Section  13(d) and 14(d) of
the Exchange Act) other than the Company or any "person" who on the date of this
Agreement  is a director  or officer of the  Company,  becomes  the  "beneficial
owner"  (as  defined  in Rule  13(d)-3  under the  Exchange  Act),  directly  or
indirectly,  of securities of the Company  representing  twenty percent (20%) of
the voting power of the Company's then outstanding securities; or

     (iii) if during any period of two (2) consecutive  years during the term of
this Agreement,  individuals who at the beginning of such period  constitute the
Board of  Directors  cease for any  reason  to  constitute  at least a  majority
thereof,  unless the  election  of each  director  who is not a director  at the
beginning of such period has been approved in advance by directors  representing
at least  two-thirds (2/3) of the directors then in office who were directors at
the beginning of the period.

     (c) For the purposes of this agreement, "for cause" shall mean; (i) any act
of fraud or embezzlement  materially adversely affecting the financial,  market,
reputation or other interests of the Company,  its  subsidiaries or any of their
affiliates,  (ii) in the event of a conviction  of the Employee for any crime of
moral turpitude or any knowing  violation of any federal or state securities law
or regulation,  (iii) failure to perform  Employees duties  hereunder,  (iv) any
material  breach  by the  Employee  of this  Agreement,  or (v) the death of the
Employee.

     5.  Consolidation or Merger. In the event of any consolidation or merger of
the Company into or with any other corporation during the term of this Agreement
which is not subject to Sectin 4 above, or the sale of all or substantially  all
of the assets of the Company to another corporation, person or entity during the
term of this Agreement,  the successor or surviving  corporation or purchaser of
such  assets,  as the  case may be,  shall  assume  this  Agreement  and  become
obligated to perform all of the terms and  provisions  hereof  applicable to the
Company,  and Employee's  obligations  hereunder shall continue in favor of such
successor corporation.

     6. Notices. Any notice to be given to the Company hereunder shall be deemed
sufficient  if  addressed  to the Company in writing and  delivered or mailed by
certified or registered mail to its offices at 3 Oak Road, Fairfield, New Jersey
07004, or such other address as the Company may hereafter designate.  Any notice
to be given to Employee  hereunder  shall be delivered or mailed by certified or
registered  mail to him at: 27 Liberty  Street,  Ridgewood,  New Jersey 07450 or
such other address as he may hereafter designate.


<PAGE>

           7.  Successors and Assigns.  This Agreement shall be binding upon and
inure to the benefit of the  successors  and assigns of the Company,  and unless
clearly  inapplicable,  all references  herein to the Company shall be deemed to
include any such  successor.  In addition,  this Agreement shall be binding upon
and  inure to the  benefit  of the  Employee  and his  heirs,  executors,  legal
representatives and assigns; provided, however, that the obligations of Employee
hereunder may not be delegated  without the prior written  approval of the Board
of Directors of the Company.

     8.  Amendments.  This  Agreement may not be altered,  modified,  amended or
terminated except by a written instrument signed by each of the parties hereto.

     9.  Applicable  Law.  This  Agreement  shall be governed by,  construed and
enforced in accordance with the laws of the State of New Jersey,  without regard
to conflicts of laws.

     10. No Right to Employment.  This Agreement shall not be construed to grant
to the Employee any right to continue to be employed by the Company.

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the day and year first above written.

                                                 ALLEGRO NEW MEDIA, INC.


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


                                                    /s/Mark E. Leininger
                                                 ----------------------------
                                                 MARK E. LEININGER