M.S. Farrell & Co., Inc.
                                 67 Wall Street
                            New York, New York 10005
                  -------------------------------------------
              Tel 212-495-5304 Fax 212-855-6480 Email rlk1@idt.net


November 20, 1997

VIA TELEFAX AND OVERNIGHT COURIER

Barry Cinnamon
President
Software Publishing Corporation Holdings, inc.
16 Passaic  Avenue
Fairfield, NJ 07004

        Re:  Financial Advisory Agreement, As of November 20, 1997

Dear Mr. Cinnamon:

1.      We  are  pleased  to set forth in this agreement (the  "Agreement")  the
        terms of the retention of M.S.  Farrell & Co., Inc.  ("MSF") by Software
        Publishing  Corporation  Holdings,  Inc.,  its  affiliates,  successors,
        subsidiaries or assigns (collectively, the "Company").

2.      MSF  will  assist  the Company as its non-exclusive  financial  advisor.
        In connection with MSF's  activities on the Company's  behalf,  MSF will
        refamiliarize  itself  with the  business,  operations,  properties  and
        financial  condition and prospects of the Company.  MSF's services shall
        include   introducing  the  Company  to  the   broker/dealer   financial
        community,   advising  the  Company  on  potential  acquisitions  and/or
        divestitures  suitable  for the  Company,  advising  the  Company on the
        feasibility  of future  offerings  both  publicly and  privately of debt
        and/or equity of the Company, and such other investment banking services
        as may be mutually agreed upon by MSF and the Company.

3.      In  connection  with  MSF"s  activities  on the  Company's  behalf,  the
        Company  will   cooperate  with  MSF  and  will  furnish  MSF  with  all
        information  and data  concerning  the  Company  and  other  parties  as
        appropriate  (the  "Information")  which MSF deems  appropriate and will
        provide MSF with access to the Company's officers, directors, employees,
        independent  accountants and legal counsel.  The Company  represents and
        warrants that all Information  made available to MSF by the Company will
        be complete  and correct in all  material  respects and will not contain
        any untrue statement of a material fact or omit to state a material fact
        necessary in order to make the statements  therein not misleading in the
        light of the  circumstances  under which such  statements  are made. The
        Company   acknowledges  and  agrees  that,  in  rendering  its  services
        hereunder,  MSF will be using and  relying  on the  Information  without
        independent  verification thereof by MSF or independent appraisal by MSF
        of any of the Company's assets.  MSF does not assume  responsibility for
        the accuracy or completeness of the Information or any other information
        regarding the Company (or any other party as appropriate).

<PAGE>

4.      The  Company  agrees  that  the warrants  (the  "Warrants")  to purchase
        400,000  shares  of  common  stock of  Software  Publishing  Corporation
        Holdings, Inc., f/k/a/ Allegro New Media, Inc. ("Software"),  issued to,
        among others,  MSF, its employees and  affiliates on or about August 20,
        1995  and  exercisable  at a  price  of  $6.875,  shall  be  immediately
        converted to warrants to purchase  340,000  shares of Software (i.e. the
        number of shares exercisable by each warrant shall be reduced by fifteen
        percent [15.0%]) each warrant with a new exercise price of $2.00 and; b)
        that all of the  options  (the  "Options")  to purchase  103,300  shares
        issued to MSF, its employees, and its affiliates on or about December 5,
        1995 with an original  exercise  price of $6.l5 shall  convert to 87,805
        options (i.e., the number of shares  exercisable by each option shall be
        reduced by fifteen  percent  [15.0%])  each option  with a new  exercise
        price of $2.00.  All of the other  original terms and conditions of such
        warrants and options so converted shall remain the same. MSF and Richard
        Klass hereby agree that no adjustment to the exercise price or number of
        shares  subject  to the  Warrants  and  the  Options  shall  be  made in
        connection  with the sale by Software of an aggregate of 961,000  shares
        of Common Stock to Howard Milstein,  Ronald Altman, Patriot Group, L.P.,
        Dr. Gerold M. Fleischner and Stephen P. Rosenblatt.

5.      If,  at  any  time within one (1) year after the date of  termination of
        this  Agreement,  the Company  enters into any  Transaction,  as defined
        below,  with any corporation,  partnership or other entity identified by
        the Company and substantially assisted in any way in such Transaction by
        MSF during the term of this  Agreement (a "Company  Introduced  Party"),
        then the Company  shall pay MSF at the time of and from the  proceeds of
        the initial closing of such Transaction  (including subsequent follow up
        transactions or financings):

                     a)  2% of the Aggregate Consideration (as defined below) of
                         such Transaction.

                          For purposes of clarity in this Agreement, the Company
                          is  not  obligated  to  seek  MSF's  assistance with a
                          Company Introduced Party transaction.

6.      If,  at  any  time within three years after the date of  termination  of
        this  Agreement,  the  Company  enters  into  any  Transaction  with any
        corporation,  partnership  or other entity  identified to the Company by
        MSF during the term of this Agreement (an "Introduced Party"),  then the
        Company  shall  pay MSF at the  time of and  from  the  proceeds  of the
        initial  closing of such  Transaction  (including  subsequent  follow up
        transactions or financings):

                     a) 7% of the Aggregate  Consideration  of such  transaction
                        for the first $2 million value of such  transaction,  5%
                        of the next $2  million Aggregate  Consideration of such
                        transaction,  3% of  the  next  $2   million   Aggregate
                        Consideration  of  such  transaction,  and  2%  of  the 
                        remaining Aggregate Consideration of such transaction.

7.      The  Company  hereby  agrees  to  give  a five (5)  business  days prior
        written notice to MSF before the  consummation  of any  Transaction  and
        consents  to  inform  MSF of the time and  place of  settlement  of such
        transaction(s)  and permit  attendance with counsel thereto.  Subject to
        paragraph 9 below,  MSF shall be paid  directly from the proceeds of the
        closing(s), if and when such transaction(s) shall occur.


<PAGE>

8.      As  used  in  this Agreement,  the term "Transaction" shall include, but
        not  be  limited  to,  a)  any  merger,  consolidation,  reorganization,
        recapitalization,  business combination or other transaction pursuant to
        which the  Introduced  Party is  acquired  by,  or  combined  with,  the
        Company,  (b) the  acquisition,  directly or indirectly,  in whole or in
        part by the Company of the assets or securities of the Introduced Party.

9.      For  purposes  of  this Agreement,  "Aggregate Consideration" shall mean
        the total value of all cash,  securities,  other  property and any other
        consideration,  including,  without limitation, any contingent earned or
        other  consideration,  paid  or  payable,  directly  or  indirectly,  in
        connection  with  the  Transaction.  The fair  market  value of any such
        securities   (whether  debt  or  equity)  or  other  property  shall  be
        determined by the closing or last sales price of such  securities on the
        date of the  consummation  of the  Transaction,  provided,  that if such
        non-cash  consideration is a class of publicly-traded  securities,  then
        the fair market value thereof shall be the average of the closing prices
        for the 20  trading  days  prior to the fifth  trading  day prior to the
        consummation  of the  Transaction.  If no public  market  exists for the
        securities issued in the transaction, then the fair market value thereof
        shall be mutually  agreed upon the by Company's  Board of Directors  and
        MSF in good faith.

        Aggregate  Consideration  shall also be deemed to include the  principal
        value  of   any   indebtedness,  including,  without limitation, pension
        liabilities,  guarantees  and  other obligations  assumed  directly   or
        indirectly,  in  connection  with,  or which survives the closing of the
        Transaction.

        If  the Transaction  involves  a  sale  of  all  or  a  substantial part
        of the operating assets of the Company, the term Aggregate Consideration
        shall  include (x) the value of any current  assets not sold,  minus (y)
        the value of any current liabilities not assumed by the Buyer.

        If  the  Aggregate  Consideration  receivable  in  the  Transaction   is
        subject to increase by  contingent  payments  related to future  events,
        MSF's fee shall be calculated  on the basis of the actual  consideration
        receivable,  and the entire  amount of such fee shall be payable as such
        consideration is paid to the Company.  In addition,  any amounts paid in
        connection with a non-competition, consulting or similar agreement shall
        be  deemed  to be a part  of the  Aggregate  Consideration  paid  in the
        Transaction.

        If   the  Aggregate  Consideration   received  or  receivable   in   the
        Transaction  is subject to  decrease  related to future  events,  or any
        portion of such Aggregate Consideration is placed in escrow or otherwise
        withheld  by any  source(s)  of capital  awaiting  the outcome of future
        events, MSF's fee shall be proportionately  escrowed provided,  however,
        that  MSF  shall be paid  proportionately  as funds  are  released  from
        escrow.

        If  the  Aggregate  consideration  to  be  paid is computed in any other
        foreign   currency,  the  value  of  such  foreign  currency  shall, for
        purposes hereof, be converted to U.S. Dollars at the prevailing exchange
        rate on the date or dates on which such consideration is payable.

        In  the  event  of  a  dispute,  all  such non-cash  consideration shall
        be  evaluated  in terms of the  total  amount  of the  Transaction  by a
        mutually agreed upon third party.

10.     In  addition  to  the  fees  described  above,  the  Company  agrees  to
        promptly  reimburse  MSF, upon request from time to time, for reasonable
        out-of-pocket  expenses  incurred  (including fees and  disbursements of

<PAGE>

        counsel,  and of other  consultants  and  advisors  retained  by MSF) in
        connection with MSF's acting for the Company pursuant to this Agreement.
        Such expenses  shall not exceed $500.00 in any month without the written
        permission of the Company.

11.     Recognizing  that   transaction  of  the   type   contemplated  by  this
        engagement sometimes result in litigation and that MSF's role is limited
        to acting as the  Company's  financial  advisor,  the Company  agrees to
        indemnify  MSF (and its  directors,  officers,  agents,  employees,  and
        controlling  persons)  to the full  extent  lawful  against  any and all
        claims,  losses and expenses as incurred  (including all reasonable fees
        and   disbursements   of  MSF's  and  such   persons   counsel  and  all
        out-of-pocket  expenses incurred in any connection with investigation of
        and  preparation  for any such  pending  or  threatened  claims  and any
        litigation   or  other   proceedings   arising   therefrom,   such  fee,
        disbursements  and  expenses to be  reimbursed  quarterly  as  incurred)
        arising out of any actual or proposed  Transaction  or MSF's  engagement
        hereunder  (provided,   however,  there  shall  be  excluded  from  such
        indemnification  any such claim,  loss or expense that arises  primarily
        out  of or is  based  primarily  upon  any  action  or  failure  to  act
        undertaken  at the request or with the consent of the  Company,  that is
        found in a final  judicial  determination,  or a  settlement  tantamount
        thereto, to constitute willful, bad faith, or reckless misconduct on the
        part of MSF). The foregoing agreement shall be in addition to any rights
        that any indemnified party may have at common law.

12.     The  term  of  this  Agreement  shall  be  for a period of one year from
        the date of  execution  hereof  and  shall  automatically  renew  for an
        additional one year period unless  terminated in writing by either party
        prior to any anniversary date of this Agreement.

13.     The validity  and  interpretation  of  this  Agreement shall be governed
        by the law of the State of New York applicable to agreements made and to
        be fully performed therein.

14.     The  benefits  of  this   Agreement  shall   inure   to  the  respective
        successors  and  assigns of the  parties  hereto and of the  indemnified
        parties hereunder and their successors and assigns and  representatives,
        and the  obligations  and  liabilities  assumed in this agreement by the
        parties  hereto shall be binding upon their  respective  successors  and
        assigns.

<PAGE>


15.     For   the   convenience  of   the   parties   hereto,   any   number  of
        counterparts  of this  Agreement may be executed by the parties  hereto.
        Each such  counterpart  shall be, and shall be deemed to be, an original
        instrument,  but all such  counterparts  taken together shall constitute
        one and the  same  Agreement.  This  Agreement  may not be  modified  or
        amended except in writing signed by the parties hereto.

        If  the  foregoing  correctly  sets  forth  our  Agreement,  please sign
        the enclosed copy of this letter in the space  provided and return it to
        us.

        Very truly yours,

        M.S. FARRELL & COMPANY, INC.


        By: /s/ Richard L. Klass
        Richard L. Klass
        Managing Director/Corporate Finance


        RICHARD L. KLASS: For purposes of paragraph 4. only


        By: /s/ Richard L. Klass
        Richard L. Klass, personally


        AGREED TO AND ACCEPTED:

        Software  Publishing   Corporation  Holdings,  Inc.,   hereby   accepts
        the terms and  provisions  of,  and  agrees to be bound by the terms and
        provisions  of the  foregoing  letter,  as of this 20th day of  November
        1997.

        Software Publishing Corporation Holdings., Inc.


        By: /s/Barry A. Cinnamon
        Barry Cinnamon
        President
        Software Publishing Corporation Holdings., Inc.