Void after 5:00 p.m. New York Time, on October 22, 2002 Option to Purchase
                         96,100 Shares of Common Stock.

                         OPTION TO PURCHASE COMMON STOCK

                                       OF

                 SOFTWARE PUBLISHING CORPORATION HOLDINGS, INC.

     This is to certify that, FOR VALUE RECEIVED,  RONALD L. ALTMAN,  or assigns
("Holder"),  is entitled to purchase,  subject to the provisions of this Option,
from Software  Publishing  Corporation  Holdings,  Inc., a Delaware  corporation
("Company"), NINETY-SIX THOUSAND ONE HUNDRED (96,100) fully paid, validly issued
and nonassessable  shares of Common Stock,  $.001 par value, of the Company (the
"Common  Stock") at a price of $1.2756 per share (the  "Exercise  Price") at any
time or from time to time during the period commencing on the earlier of (a) the
second  anniversary  of the date  hereof  or (b) the  occurrence  of a Change in
Control (as defined  below) of the Company and ending on October 22,  2002,  but
not later than 5:00 p.m. New York City Time, on October 22, 2002 (subject to the
provisions of Sections (a) and (j) below).  The number of shares of Common Stock
to be  received  upon the  exercise  of the Options and the price to be paid for
each share of Common Stock may be adjusted from time to time as hereinafter  set
forth.  The rights granted by this Option to purchase shares of Common Stock are
hereinafter  sometimes referred to as the "Options";  the shares of Common Stock
deliverable upon exercise of the Options, and as adjusted from time to time, are
hereinafter  sometimes referred to as "Option Shares"; and the exercise price of
a share of Common Stock in effect at any time and as adjusted  from time to time
is hereinafter sometimes referred to as the "Exercise Price".

     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, as amended
     (the "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

<PAGE>

     directors  representing at least  two-thirds (2/3) of the directors then in
     office who were directors at the beginning of the period.

     (a) EXERCISE OF OPTION. This Option may be exercised in whole or in part at
any time or from time to time on or after the date  hereof and  through  October
22,  2002,  subject to the  provisions  of this  Section (a) and Section  (j)(2)
hereof; provided, however, that (i) if either such day is a day on which banking
institutions  in the State of New York are  authorized by law to close,  then on
the next  succeeding day which shall not be such a day, and (ii) in the event of
any merger, consolidation or sale of substantially all the assets of the Company
as an entirety, resulting in any distribution to the Company's shareholders, the
Holder  shall have the right to exercise  this Option  through  October 22, 2002
into the kind and amount of shares of stock and other  securities  and  property
(including  cash) receivable by a holder of the number of shares of Common Stock
into which this Option might have been  exercisable  immediately  prior thereto.
This Option may be exercised by presentation and surrender hereof to the Company
at its principal  office,  or, at the Company's  option, at the office its stock
transfer  agent, if any, with the Purchase Form annexed hereto duly executed and
accompanied  by payment of the  Exercise  Price for the number of Option  Shares
specified in such Purchase Form. As soon as practicable after each such exercise
of this  Option,  but not  later  than  seven  (7)  days  from  the date of such
exercise,  the Company  shall issue and deliver to the Holder a  certificate  or
certificates  for the Option Shares  issuable upon such exercise,  registered in
the name of the Holder or its  designee.  If this Option  should be exercised in
part only,  the Company shall,  upon surrender of this Option for  cancellation,
execute and deliver a new Option  evidencing the rights of the Holder thereof to
purchase the balance of the Option Shares purchasable  thereunder.  Upon receipt
by the Company of this Option at its office,  or by the stock  transfer agent of
the Company at its  office,  in proper form for  exercise,  the Holder  shall be
deemed to be the holder of record of the shares of Common  Stock  issuable  upon
such  exercise,  notwithstanding  that the stock  transfer  books of the Company
shall then be closed or that  certificates  representing  such  shares of Common
Stock shall not then be physically delivered to the Holder.

     (b)  RESERVATION  OF SHARES.  The  Company  shall at all times  reserve for
issuance  and/or  delivery upon exercise of this Option such number of shares of
its Common Stock as shall be required for issuance and delivery upon exercise of
this Option.

     (c)  FRACTIONAL   SHARES.  No  fractional  shares  or  scrip   representing
fractional shares shall be issued upon the exercise of this Option. With respect
to any fraction of a share of Common Stock called for upon any exercise  hereof,
the  Company  shall pay to the Holder an amount in cash  equal to such  fraction
multiplied by the current market value of a share of Common Stock, determined as
follows:

               (1) If the  Common  Stock  is  listed  on a  national  securities
     exchange or admitted to unlisted  trading  privileges  on such  exchange or
     listed for trading on The NASDAQ Stock  Market,  Inc.,  the current  market
     value  shall be the last  reported  sale price of the Common  Stock on such
     exchange or system on the last  business  day prior to the date of exercise

<PAGE>

     of this Option or if no such sale is made on such day, the average  closing
     bid and asked prices for such day on such exchange or system; or

               (2) If the  Common  Stock is not so  listed  or  admitted  to the
     unlisted trading privileges,  the current market value shall be the mean of
     the last  reported  bid and asked  prices  reported  on the OTC  Electronic
     Bulletin Board, or if not reported on the OTC Electronic Bulletin Board, by
     the National Quotation Bureau,  Inc., on the last business day prior to the
     date of the exercise of this Option; or

               (3) If the Common  Stock is not so listed or admitted to unlisted
     trading  privileges  and bid and  asked  prices  are not so  reported,  the
     current  market value shall be an amount,  not less than book value thereof
     as at the end of the most recent fiscal year of the Company ending prior to
     the date of the  exercise  of the  Option,  determined  in such  reasonable
     manner as may be prescribed by the Board of Directors of the Company.

     (d)  EXCHANGE,  TRANSFER,  ASSIGNMENT  OR LOSS OF  OPTION.  This  Option is
exchangeable and  transferable,  without  expense,  at the option of the Holder,
upon  presentation  and  surrender  hereof to the Company,  or at the  Company's
option,  at the office of its stock transfer agent, if any, for other Options of
different  denominations  entitling  the  holder  thereof  to  purchase  in  the
aggregate the same number of shares of Common Stock purchasable hereunder.  Upon
surrender of this Option to the Company at its principal office or at the office
of its stock transfer  agent,  if any, with the  Assignment  Form annexed hereto
duly executed and funds  sufficient to pay any transfer tax, the Company  shall,
without  charge,  execute and  deliver a new Option in the name of the  assignee
named in such  instrument  of  assignment  and this  Option  shall  promptly  be
canceled.  This Option may be divided or combined with other options which carry
the same rights upon presentation  hereof at the principal office of the Company
or at the office of its stock transfer  agent,  if any,  together with a written
notice  specifying  the names and  denominations  in which new options are to be
issued  and  signed by the  Holder  hereof.  The term  "Option"  as used  herein
includes  any options into which this Option may be divided or  exchanged.  Upon
receipt  by the  Company  of  evidence  satisfactory  to it of the loss,  theft,
destruction  or  mutilation of this Option,  and (in the case of loss,  theft or
destruction) of reasonably satisfactory indemnification,  and upon surrender and
cancellation of this Option, if mutilated,  the Company will execute and deliver
a new Option of like tenor and date. Any such new Option  executed and delivered
shall  constitute  an  additional  contractual  obligation  on the  part  of the
Company,  whether or not this Option so lost,  stolen,  destroyed,  or mutilated
shall be at any time enforceable by anyone.

     (e) RIGHTS OF THE  HOLDER.  The  Holder  shall not,  by virtue  hereof,  be
entitled to any rights of a stockholder in the Company, either at law or equity,
and the rights of the Holder are  limited to those  expressed  in the Option and
are not enforceable against the Company except to the extent set forth herein.


<PAGE>

          (f) ANTI-DILUTION PROVISIONS. The Exercise Price in effect at any time
and the number  and kind of  securities  purchasable  upon the  exercise  of the
Options shall be subject to  adjustment  from time to time upon the happening of
certain events as follows:

               (1) In case the  Company  shall (i)  declare a dividend or make a
     distribution on its outstanding  shares of Common Stock in shares of Common
     Stock, (ii) subdivide or reclassify its outstanding  shares of Common Stock
     into a  greater  number of  shares,  or (iii)  combine  or  reclassify  its
     outstanding  shares of Common  Stock into a smaller  number of shares,  the
     Exercise  Price in effect at the time of the record date for such  dividend
     or distribution or of the effective date of such  subdivision,  combination
     or reclassification,  shall be proportionately  adjusted so that the Holder
     of this Option  exercised  after such date shall be entitled to receive the
     aggregate  number  and  kind of  shares  which,  if this  Option  had  been
     exercised by such Holder  immediately  prior to such date, the Holder would
     have owned  upon such  exercise  and been  entitled  to  receive  upon such
     dividend, subdivision, combination or reclassification. For example, if the
     Company  declares  a 2 for 1  stock  distribution  and the  Exercise  Price
     immediately  prior to such  event  was  $1.2756  per  share,  the  adjusted
     Exercise Price immediately after such event would be $.6378 per share. Such
     adjustment shall be made successively whenever any event listed above shall
     occur.

               (2) In case the Company shall hereafter distribute to the holders
     of its Common Stock evidences of its indebtedness or assets (excluding cash
     dividends or distributions  and dividends or  distributions  referred to in
     Subsection  (1) above),  then,  in each such case,  the  Exercise  Price in
     effect  thereafter shall be determined by multiplying the Exercise Price in
     effect  immediately  prior  thereto by a fraction,  the  numerator of which
     shall be the total number of shares of Common Stock outstanding  multiplied
     by the  current  market  price  per share of Common  Stock (as  defined  in
     Subsection  (4) below),  less the fair market value (as  determined  by the
     Company's  Board of Directors) of said assets or evidences of  indebtedness
     so distributed or of such rights or options,  and the  denominator of which
     shall be the total number of shares of Common Stock outstanding  multiplied
     by such current  market price per share of Common  Stock.  Such  adjustment
     shall be made  successively  whenever  such a record  date is  fixed.  Such
     adjustment  shall be made whenever any such  distribution is made and shall
     become effective immediately after the record date for the determination of
     stockholders entitled to receive such distribution.

               (3)  Whenever the Exercise  Price  payable upon  exercise of this
     Option is adjusted  pursuant to Subsections (1) or (2) above, the number of
     Option Shares purchasable upon exercise of this Option shall simultaneously
     be adjusted by multiplying the number of Option Shares  initially  issuable
     upon  exercise of this Option by the  Exercise  Price in effect on the date
     hereof and dividing the product so obtained by the adjusted Exercise Price.

               (4) For the  purpose  of any  computation  under  Subsection  (2)
     above, the current market price per share of Common Stock at any date shall
     be deemed to be the average of the daily closing  prices for 30 consecutive
     business days before such date. The closing price for each day shall be the

<PAGE>

     last sale price  regular way or, in case no such  reported sale takes place
     on such day, the average of the last reported bid and asked prices  regular
     way, in either case on the principal national  securities exchange on which
     the Common  Stock is  admitted  to  trading  or listed or The NASDAQ  Stock
     Market,  Inc.,  or if not listed or admitted to trading on such exchange or
     The NASDAQ Stock Market,  Inc., the average of the highest reported bid and
     lowest  reported asked prices as reported by another  similar  organization
     such as the OTC Electronic  Bulletin Board if NASDAQ is no longer reporting
     such  information,  or,  if not so  available,  the  fair  market  price as
     determined by the Board of Directors.

               (5) No adjustment in the Exercise Price shall be required  unless
     such  adjustment  would  require an  increase  or decrease of at least five
     cents ($0.05) in such price; provided,  however, that any adjustments which
     by reason  of this  Subsection  (5) are not  required  to be made  shall be
     carried  forward  and  taken  into  account  in any  subsequent  adjustment
     required to be made  hereunder.  All  calculations  under this  Section (f)
     shall be made to the  nearest  cent or to the  nearest  one-hundredth  of a
     share,  as the case may be.  Anything in this  Section (f) to the  contrary
     notwithstanding,  the Company shall be entitled, but shall not be required,
     to make such changes in the Exercise  Price,  in addition to those required
     by this Section (f), as it shall determine,  in its sole discretion,  to be
     advisable  in order that any dividend or  distribution  in shares of Common
     Stock, or any subdivision, reclassification or combination of Common Stock,
     hereafter  made by the Company  shall not result in any Federal  Income tax
     liability to the holders of Common  Stock or  securities  convertible  into
     Common Stock (including Options).

               (6) Whenever the Exercise Price is adjusted,  as herein provided,
     the  Company  shall  promptly  cause a notice  setting  forth the  adjusted
     Exercise Price and adjusted number of shares issuable upon exercise of each
     Option to be mailed to the Holders,  at their last  addresses  appearing in
     the Option Register,  and shall cause a certified copy thereof to be mailed
     to its transfer agent, if any. The Company may retain a firm of independent
     certified public accountants selected by the Board of Directors (who may be
     the regular  accountants  employed by the Company) to make any  computation
     required by this Section (f), and a  certificate  signed by such firm shall
     be conclusive evidence of the correctness of such adjustment.

               (7) In the event that at any time,  as a result of an  adjustment
     made pursuant to Subsection (1) above, the Holder of this Option thereafter
     shall  become  entitled  to receive any shares of the  Company,  other than
     Common Stock, thereafter the number of such other shares so receivable upon
     exercise of this Option shall be subject to adjustment from time to time in
     a manner and on terms as nearly equivalent as practicable to the provisions
     with  respect to the Common  Stock  contained  in  Subsections  (1) to (5),
     inclusive, above.


<PAGE>

               (8)  Irrespective of any adjustments in the Exercise Price or the
     number or kind of shares purchasable upon exercise of this Option,  Options
     theretofore or thereafter issued may continue to express the same price and
     number and kind of shares as are stated in the  similar  Options  initially
     issuable pursuant to this Option.

     (g) OFFICER'S CERTIFICATE. Whenever the Exercise Price shall be adjusted as
required by the  provisions  of the  foregoing  Section (f),  the Company  shall
forthwith file in the custody of its Secretary or an Assistant  Secretary at its
principal office and with the stock transfer agent  responsible for this Option,
if any, an Officer's  Certificate showing the adjusted Exercise Price determined
as herein provided,  setting forth in reasonable detail the facts requiring such
adjustment,  including a statement of the number of additional  shares of Common
Stock, if any, and such other facts as shall be necessary to show the reason for
and the manner of computing such  adjustment.  Each such  Officer's  Certificate
shall be made available at all reasonable  times for inspection by the Holder or
any holder of a Option  executed and  delivered  pursuant to Section (a) and the
Company shall,  forthwith after each such  adjustment,  mail a copy by certified
mail of such certificate to the Holder or any such holder.

     (h) NOTICES TO OPTION HOLDERS. So long as this Option shall be outstanding,
if (i) the  Company  shall pay any  dividend or make any  distribution  upon the
Common  Stock,  (ii) the Company  shall offer to the holders of Common Stock for
subscription or purchase by them any share of any class or any other rights,  or
(iii) any capital reorganization of the Company, reclassification of the capital
stock of the  Company,  consolidation  or  merger  of the  Company  with or into
another corporation,  sale, lease or transfer of all or substantially all of the
property  and assets of the  Company to another  corporation,  or  voluntary  or
involuntary  dissolution,  liquidation  or  winding up of the  Company  shall be
effected,  then in any such  case,  the  Company  shall  cause to be  mailed  by
certified mail to the Holder,  at least fifteen days prior the date specified in
(x) or (y) below, as the case may be, a notice containing a brief description of
the  proposed  action and  stating the date on which (x) a record is to be taken
for  the  purpose  of  such  dividend,  distribution  or  rights,  or  (y)  such
reclassification,  reorganization,  consolidation,  merger,  conveyance,  lease,
dissolution,  liquidation or winding up is to take place and the date, if any is
to be fixed, as of which the holders of Common Stock or other  securities  shall
receive  cash  or  other  property   deliverable  upon  such   reclassification,
reorganization,  consolidation,  merger, conveyance, dissolution, liquidation or
winding up.

     (i)   RECLASSIFICATION,   REORGANIZATION   OR   MERGER.   In  case  of  any
reclassification,  capital  reorganization or other change of outstanding shares
of Common Stock of the Company, or in case of any consolidation or merger of the
Company with or into another  corporation (other than a merger with a subsidiary
in which  merger the Company is the  continuing  corporation  and which does not
result  in any  reclassification,  capital  reorganization  or other  change  of
outstanding  shares of Common Stock of the class  issuable upon exercise of this
Option) or in case of any sale,  lease or conveyance to another  corporation  of
the  property of the Company as an entity,  the  Company  shall,  as a condition
precedent to such transaction, cause effective provisions to be made so that the
Holder shall have the right  thereafter  by  exercising  this Option at any time

<PAGE>

prior to the  expiration  of this  Option,  to  purchase  the kind and amount of
shares  of  stock  and  other  securities  and  property  receivable  upon  such
reclassification,   capital  reorganization  and  other  change,  consolidation,
merger,  sale or  conveyance by a holder of the number of shares of Common Stock
which might have been purchased upon exercise of this Option  immediately  prior
to such reclassification, change, consolidation, merger, sale or conveyance. Any
such provision shall include  provision for adjustments which shall be as nearly
equivalent as may be practicable to the adjustments provided for in this Option.
The foregoing provisions of this Section (i) shall similarly apply to successive
reclassifications, capital reorganizations and changes of shares of Common Stock
and to successive  consolidations,  mergers, sales or conveyances.  In the event
that, in connection with any such capital  reorganization  or  reclassification,
consolidation,  merger,  sale or conveyance,  additional  shares of Common Stock
shall be issued in exchange, conversion, substitution or payment, in whole or in
part,  for a security of the Company  other than  Common  Stock,  any such issue
shall be  treated  as an issue of Common  Stock  covered  by the  provisions  of
Subsection (1) of Section (f) hereof.

Dated:  As of October 23, 1997

                              SOFTWARE PUBLISHING CORPORATION HOLDINGS, INC.


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


[SEAL]


ATTEST:


/s/Neil M. Kaufman
--------------------------
Neil M. Kaufman, Secretary

<PAGE>


                                  PURCHASE FORM

                                   Dated                    , 19

     The undersigned  hereby irrevocably elects to exercise the within Option to
the  extent of  purchasing  ________  shares of Common  Stock and  hereby  makes
payment of _______ in payment of the actual Exercise Price thereof.


                     INSTRUCTIONS FOR REGISTRATION OF STOCK


Name__________________________________
               (Please typewrite or print in block letters)

Address_______________________________


Social Security or Employer Identification No.______________


Signature_____________________________



                                 ASSIGNMENT FORM


     FOR  VALUE   RECEIVED,____________________________________   hereby  sells,
assigns and transfer unto


Name:_________________________________
     (Please typewrite or print in block letters)

Address_______________________________


Social Security or Employer Identification No.______________


the right to purchase Common Stock represented by this Option to the extent of
__________ shares  as to which  such  right is  exercisable  and  does  hereby

<PAGE>

irrevocably constitute and appoint _____________________ Attorney, to transfer 
the same on the books of the Company with full power  of  substitution  in the 
premises.


Signature:____________________________

Date:_________________________________