SOFTWARE PUBLISHING CORPORATION HOLDINGS, INC.

                             SUBSCRIPTION AGREEMENT


                                 April 28, 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 (a) 1,000,000 shares (the "Shares") of common
stock, par value $.001 per share (the "Common Stock") of the Company, at a price
equal to $.30 per share of Common Stock,  or  $300,000.00  in the aggregate (the
"Common  Stock  Purchase  Price"),  (b) warrants to purchase  550,000  shares of
Common Stock at an exercise price of $.01 per share  exercisable  for a two year
period commencing 90 days after the effectiveness of the registration  statement
on Form S-3  referred  to in Section  2(k) below  (the "$.01  Warrants"),  for a
purchase  price equal to $.29 per share,  or an aggregate of $158,500 (the "$.01
Warrant Purchase Price"),  and (c) warrants to purchase 250,000 shares of Common
Stock at an  exercise  price of  $.71875  per share  exercisable  for a two year
period commencing 90 days after the effectiveness of the registration  statement
on Form S-3  referred to in Section  2(k) below (the  "$.71875  Warrants";  and,
together with the $.01 Warrants, hereinafter referred to as the "Warrants"), for
a purchase price equal to $41,500 (the "$.71875  Warrant  Purchase  Price";  and
together  with the Common Stock  Purchase  Price and the $.01  Warrant  Purchase
Price,  collectively referred to herein as the "Subscription Price"), and hereby
tenders to the Company in full the Subscription  Price in immediately  available
funds.  The shares of Common Stock  issuable  upon  exercise of the Warrants are
hereinafter  referred to as the "Warrant Shares".  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

<PAGE>

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 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 and upon
exercise of the  Warrants,  upon issuance  thereof in accordance  with the terms
hereof  and  the  Warrants,   will  be  validly   authorized,   fully  paid  and
non-assessable.   The  Warrants   constitute  the  valid  and  legally   binding
obligations of the Company  enforceable  against the Company in accordance  with
the terms thereof, 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 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

<PAGE>

     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);

     (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

<PAGE>

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 the Common  Stock  underlying  the  Warrants 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 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.
<PAGE>

     (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.

     (r) Registration of the Shares and the Warrant Shares.  The Company intends
to register the Shares and the Warrant  Shares for resale  under the  Securities
Act in its next filed  registration  statement  on form S-3,  which the  Company
currently intends to file within 15 days after the date hereof.

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:

     (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,

<PAGE>

     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;

     (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;
<PAGE>

     (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 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

<PAGE>

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  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

<PAGE>

     (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;

     (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 and the Warrant  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

<PAGE>

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 under-
signed,  all  successors  and  assigns  of  the  undersigned,   and  all  trans-
ferees 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 (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


<PAGE>

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 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.


<PAGE>

          (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.

     (f) "Initiating Holders" Defined. For purposes of this Agreement,  the term
"Initiating Holders" shall mean, on any given date, those Rightsholders  holding
Registerable  Securitieswhich  if  the  Warrants  were  to  be  exercised  would
aggregate 50% or more of total Registerable Securities that would be outstanding
on such date if all of the then outstanding Warrants were to be exercised.

     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

<PAGE>

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.

     (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

<PAGE>

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  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

<PAGE>

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) 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;


<PAGE>

          (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  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

<PAGE>

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  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

<PAGE>

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  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.

<PAGE>

     (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 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

<PAGE>

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  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

<PAGE>

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
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 

<PAGE>

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 and Warrants 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(1) whose net worth (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 debt 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 and Warrants 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:    __Whitehaven Group, Inc._________________________________________

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.
     WHITEHAVEN GROUP, INC.


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:        1,000,000

Number of $.01 Warrants for which Subscription is Accepted: 550,000

Number of $.71875 Warrants for which Subscription is Accepted:   250,000


SOFTWARE PUBLISHING CORPORATION HOLDINGS, INC.



By:  ____________________________________________________
     Name:
     Title:

Date:     _______________________________________, 1998