SOFTWARE PUBLISHING CORPORATION HOLDINGS, INC.


                           CERTIFICATE OF DESIGNATIONS

                                     of the

                 JUNIOR PARTICIPATING PREFERRED STOCK, SERIES A




                     Pursuant to Section 151 of the General
                    Corporation Law of the State of Delaware




     SOFTWARE PUBLISHING CORPORATION HOLDINGS, INC., a corporation organized and
existing  under the laws of the State of Delaware  (the  "Corporation"),  hereby
certifies  that the  following  resolution  was  duly  adopted  by the  Board of
Directors of the  Corporation at a duly convened  meeting  thereof held on March
31,  1998,  at which  meeting a quorum of the  directors  was present and acting
throughout:

                    RESOLVED,   that,   pursuant   to  Article   Fourth  of  the
     Certificate  of  Incorporation,  as amended,  which creates and  authorizes
     1,939,480  shares  of  Preferred  Stock of the par value of $.001 per share
     (hereinafter  called the "Serial Preferred Stock"),  of which no shares are
     currently  issued and  outstanding  so that all 1,939,480  shares of Serial
     Preferred  Stock have the status of authorized but unissued  shares and are
     available for issuance,  the Board of Directors of the  Corporation  hereby
     establishes  a series of  Serial  Preferred  Stock to  consist  of  100,000
     shares, and hereby fixes the powers, designation, preferences and relative,
     participating, optional and other rights of such series of Serial Preferred
     Stock, and the  qualifications,  limitations and restrictions  thereof,  in
     addition to those set forth in said Article Fourth, as follows:

     Section 1.  Designation  and  Amount.  The shares of such  series  shall be
designated as "Junior  Participating  Preferred Stock,  Series A" (the "Series A
Preferred  Stock") and the number of shares  constituting the Series A Preferred
Stock shall be 100,000.  Such number of shares may be  increased or decreased by
resolution of the Board of Directors;  provided,  that no decrease  shall reduce
the  number  of shares of  Series A  Preferred  Stock to a number  less than the
number of shares  then  outstanding  plus the  number  of  shares  reserved  for
issuance upon the exercise of  outstanding  options,  rights or warrants or upon
the conversion of any outstanding  securities issued by the Company  convertible
into Series A Preferred Stock.

     Section 2.     Dividends and Distributions.

     (a)  Subject  to the  rights of the  holders of any shares of any series of
Preferred  Stock (or any similar stock) ranking prior and superior to the Series
A Preferred  Stock with respect to dividends,  the holders of shares of Series A
Preferred  Stock, in preference to the holders of Common Stock,  par value $.001
per share (the "Common Stock"),  of the Company,  and of any other junior stock,
shall be entitled to receive, when, as and if declared by the Board of Directors
out of funds legally available for the purpose,  quarterly  dividends payable in
cash on the first day of  January,  April,  July and  October in each year (each
such date being  referred to herein as a  "Quarterly  Dividend  Payment  Date"),
commencing on the first Quarterly Dividend Payment Date after the first issuance
of a share or fraction of a share of Series A Preferred  Stock, in an amount per
share  (rounded  to the  nearest  cent)  equal to the greater of (i) $10 or (ii)
subject to the provision for adjustment  hereinafter set forth,  1,000 times the
aggregate per share amount of all cash dividends,  and 1,000 times the aggregate
per  share  amount  (payable  in  kind)  of  all  non-cash  dividends  or  other
distributions,  other  than a dividend  payable  in shares of Common  Stock or a
subdivision of the outstanding  shares of Common Stock (by  reclassification  or
otherwise),  declared  on the  Common  Stock  since  the  immediately  preceding
Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend
Payment  Date,  since the first  issuance of any share or fraction of a share of
Series A Preferred  Stock. In the event the Company shall at any time declare or
pay any  dividend  on the Common  Stock  payable in shares of Common  Stock,  or
effect a subdivision or combination or consolidation  of the outstanding  shares

<PAGE>

of Common Stock (by  reclassification or otherwise than by payment of a dividend
in shares of Common  Stock) into a greater or lesser  number of shares of Common
Stock,  then, in each such case, the amount to which holders of shares of Series
A Preferred  Stock were  entitled  immediately  prior to such event under clause
(ii) of the preceding sentence shall be adjusted by multiplying such amount by a
fraction,  the  numerator  of which is the  number of  shares  of  Common  Stock
outstanding  immediately  after such event and the  denominator  of which is the
number of shares of Common Stock that were outstanding immediately prior to such
event.

     (b) The Company  shall declare a dividend or  distribution  on the Series A
Preferred Stock as provided in paragraph (a) of this Section  immediately  after
the Company  declares a dividend or distribution on the Common Stock (other than
a dividend  payable in shares of Common  Stock);  provided that, in the event no
dividend or distribution shall have been declared on the Common Stock during the
period  between any  Quarterly  Dividend  Payment  Date and the next  subsequent
Quarterly  Dividend  Payment  Date,  a dividend of $10 per share on the Series A
Preferred  Stock  shall  nevertheless  be payable on such  subsequent  Quarterly
Dividend Payment Date.

     (c) Dividends shall begin to accrue and be cumulative on outstanding shares
of Series A  Preferred  Stock  from the  Quarterly  Dividend  Payment  Date next
preceding  the date of issue of such  shares,  unless  the date of issue of such
shares is prior to the  record  date for the first  Quarterly  Dividend  Payment
Date, in which case dividends on such shares shall begin to accrue from the date
of issue of such shares,  or,  unless the date of issue is a Quarterly  Dividend
Payment Date or is a date after the record date for the determination of holders
of shares of Series A Preferred  Stock entitled to receive a quarterly  dividend
and before such Quarterly Dividend Payment Date, in either of which events, such
dividends shall begin to accrue and be cumulative  from such Quarterly  Dividend
Payment Date.  Accrued but unpaid  dividends shall not bear interest.  Dividends
paid on the shares of Series A Preferred  Stock in an amount less than the total
amount of such dividends at the time accrued and payable on such shares shall be
allocated pro rata on a  share-by-share  basis among all such shares at the time
outstanding.  The Board of Directors may fix a record date for the determination
of holders of shares of Series A Preferred  Stock entitled to receive payment of
a dividend or distribution declared thereon, which record date shall be not more
than 50 days prior to the date fixed for the payment thereof.

     Section 3. Voting Rights. The holders of shares of Series F Preferred Stock
shall have the following voting rights:

     (a) Subject to the provision for  adjustment  hereinafter  set forth,  each
share of Series A  Preferred  Stock shall  entitle  the holder  thereof to 1,000
votes on all matters submitted to a vote of the stockholders of the Company.  In
the event the  Company  shall at any time  declare  or pay any  dividend  on the
Common  Stock  payable in shares of Common  Stock,  or effect a  subdivision  or
combination  or  consolidation  of the  outstanding  shares of Common  Stock (by
reclassification  or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock,  then, in each
such case,  the number of votes per share to which holders of shares of Series A
Preferred Stock were entitled  immediately prior to such event shall be adjusted
by multiplying  such number by a fraction,  the numerator of which is the number
of shares of Common  Stock  outstanding  immediately  after  such  event and the
denominator  of  which is the  number  of  shares  of  Common  Stock  that  were
outstanding immediately prior to such event.

     (b)  Except as  otherwise  provided  herein,  in any other  Certificate  of
Designations  creating a series of Serial  Preferred Stock or any similar stock,
or by law, the holders of shares of Series A Preferred  Stock and the holders of
shares of Common Stock and any other capital stock of the Company having general
voting  rights  shall vote  together as one class on all matters  submitted to a
vote of shareholders of the Company.

     (c) Except as set forth herein, or as otherwise provided by law, holders of
Series A Preferred  Stock shall have no special  voting rights and their consent
shall not be  required  (except to the  extent  they are  entitled  to vote with
holders of Common Stock as set forth herein) for taking any corporate action.


<PAGE>

     Section 4.     Certain Restrictions.

     (a)  Whenever  quarterly  dividends  or other  dividends  or  distributions
payable on the Series A Preferred Stock as provided in Section 2 are in arrears,
thereafter and until all accrued and unpaid dividends and distributions, whether
or not declared,  on shares of Series A Preferred Stock  outstanding  shall have
been paid in full, the Company shall not:

          (i) declare or pay dividends, or make any other distributions,  on any
     shares of stock ranking junior (either as to dividends or upon liquidation,
     dissolution or winding up) to the Series A Preferred Stock;

          (ii) declare or pay dividends, or make any other distributions, on any
     shares  of  stock  ranking  on a parity  (either  as to  dividends  or upon
     liquidation,  dissolution or winding up) with the Series A Preferred Stock,
     except  dividends paid ratably on the Series A Preferred Stock and all such
     parity stock on which  dividends are payable or in arrears in proportion to
     the  total  amounts  to  which  the  holders  of all such  shares  are then
     entitled;

          (iii) redeem or purchase or otherwise acquire for consideration shares
     of any stock ranking  junior  (either as to dividends or upon  liquidation,
     dissolution or winding up) to the Series A Preferred  Stock;  provided that
     the Company may at any time redeem, purchase or otherwise acquire shares of
     any such junior  stock in  exchange  for shares of any stock of the Company
     ranking junior (either as to dividends or upon dissolution,  liquidation or
     winding up) to the Series A Preferred Stock; or

          (iv) redeem or purchase or  otherwise  acquire for  consideration  any
     shares of Series A  Preferred  Stock,  or any shares of stock  ranking on a
     parity  with the Series A  Preferred  Stock,  except in  accordance  with a
     purchase  offer made in writing or by  publication  (as  determined  by the
     Board of  Directors)  to all  holders of such shares upon such terms as the
     Board of Directors,  after  consideration of the respective annual dividend
     rates and other relative  rights and  preferences of the respective  series
     and  classes,  shall  determine  in good  faith  will  result  in fair  and
     equitable treatment among the respective series or classes.

     (b) The Company shall not permit any  subsidiary of the Company to purchase
or otherwise acquire for consideration any shares of stock of the Company unless
the Company could,  under paragraph (a) of this Section 4, purchase or otherwise
acquire such shares at such time and in such manner.

     Section  5.  Reacquired  Shares.  Any  shares of Series A  Preferred  Stock
purchased or otherwise acquired by the Company in any manner whatsoever shall be
retired and canceled  promptly after the  acquisition  thereof.  All such shares
shall, upon their cancellation,  become authorized but unissued shares of Serial
Preferred Stock and may be reissued as part of a new series of Serial  Preferred
Stock subject to the conditions and  restrictions  on issuance set forth herein,
in the Certificate of Incorporation, or in any other Certificate of Designations
creating a series of Serial Preferred Stock or any similar stock or as otherwise
required by law.

     Section 6.  Liquidation,  Dissolution or Winding Up. Upon any  liquidation,
dissolution or winding up of the Company,  no distribution  shall be made (a) to
the holders of shares of stock  ranking  junior  (either as to dividends or upon
liquidation,  dissolution or winding up) to the Series A Preferred Stock unless,
prior  thereto,  the  holders of shares of Series A  Preferred  Stock shall have
received $1,000 per share,  plus an amount equal to accrued and unpaid dividends
and distributions thereon, whether or not declared, to the date of such payment;
provided  that the  holders  of  shares  of Series A  Preferred  Stock  shall be
entitled to receive an aggregate amount per share,  subject to the provision for
adjustment  hereinafter set forth,  equal to 1,000 times the aggregate amount to
be  distributed  per share to holders of shares of Common  Stock,  or (b) to the
holders of shares of stock  ranking on a parity  (either as to dividends or upon
liquidation,  dissolution  or  winding  up) with the Series A  Preferred  Stock,
except  distributions  made ratably on the Series A Preferred Stock and all such
parity stock in proportion to the total amounts to which the holders of all such
shares are entitled  upon such  liquidation,  dissolution  or winding up. In the
event the Company  shall at any time  declare or pay any  dividend on the Common
Stock payable in shares of Common Stock,  or effect a subdivision or combination
or consolidation of the outstanding shares of Common Stock (by  reclassification
or  otherwise  than by payment of a dividend  in shares of Common  Stock) into a

<PAGE>

greater or lesser number of shares of Common Stock, then, in each such case, the
aggregate  amount to which  holders of shares of Series A  Preferred  Stock were
entitled  immediately prior to such event under the proviso in clause (a) of the
preceding  sentence shall be adjusted by multiplying  such amount by a fraction,
the  numerator  of which is the  number of shares  of Common  Stock  outstanding
immediately  after  such  event and the  denominator  of which is the  number of
shares of Common Stock that were outstanding immediately prior to such event.

     Section 7. Consolidation, Merger, etc. In case the Company shall enter into
any consolidation,  merger, combination or other transaction in which the shares
of Common Stock are  exchanged  for or changed  into other stock or  securities,
cash and/or any other  property,  then, in any such case, each share of Series A
Preferred Stock shall at the same time be similarly exchanged or changed into an
amount per share, subject to the provision for adjustment hereinafter set forth,
equal to 1,000 times the aggregate amount of stock, securities,  cash and/or any
other  property  (payable in kind),  as the case may be, into which or for which
each share of Common  Stock is changed or  exchanged.  In the event the  Company
shall at any time  declare or pay any  dividend on the Common  Stock  payable in
shares of Common Stock, or effect a subdivision or combination or  consolidation
of the outstanding shares of Common Stock (by reclassification or otherwise than
by  payment of a dividend  in shares of Common  Stock)  into a greater or lesser
number of shares of Common Stock,  then, in each such case, the amount set forth
in the  preceding  sentence  with respect to the exchange or change of shares of
Series A  Preferred  Stock shall be  adjusted  by  multiplying  such amount by a
fraction,  the  numerator  of which is the  number of  shares  of  Common  Stock
outstanding  immediately  after  such  event and the  nominator  of which is the
number of shares of Common Stock that were outstanding immediately prior to such
event.

     Section 8. No Redemption.  The shares of Series A Preferred Stock shall not
be redeemable.

     Section 9. Rank. The Series A Preferred  Stock shall rank,  with respect to
the payment of dividends and the distribution of assets, junior to all series of
any other class of the Serial Preferred Stock.

     Section 10.  Amendment.  The  Certificate of  Incorporation  of the Company
shall not be amended in any manner  which would  materially  alter or change the
powers,  preferences or special rights of the Series A Preferred  Stock so as to
affect them adversely  without the  affirmative  vote of the holders of at least
two-thirds  of the  outstanding  shares  of  Series A  Preferred  Stock,  voting
together as a single class.


     IN WITNESS WHEREOF,  Software Publishing  Corporation  Holdings,  Inc., has
caused this  Certificate of Designations to be signed by Mark E. Leininger,  its
President and Chief  Operating  Officer,  and attested to by Marc E. Jaffe,  its
Secretary, this 31st day of March, 1998.



                                     SOFTWARE PUBLISHING
                                     CORPORATION HOLDINGS, INC.


                                     By:s/ Mark E. Leininger
                                     Mark E. Leininger
                                     President and Chief Operating Officer


[CORPORATE SEAL]

ATTEST:


By:
s/ Marc E. Jaffe
Marc E. Jaffe, Secretary