SETTLEMENT AGREEMENT

     Agreement made this 22nd day of May 1998 by and among  Software  Publishing
Corporation Holdings, Inc. (the "Company"), with its principal place of business
located  at 3A Oak  Road,  Fairfield,  New  Jersey  07004,  Neil  Kaufman,  Esq.
("Kaufman"),  having  an  address  at  Kaufman &  Associates,  LLC,  50  Charles
Lindbergh  Blvd.,  Suite 206,  Mitchel  Field,  New York 11553,  Mark  Leininger
("Leininger"),  having an address at 27 Liberty  Street,  Ridgewood,  New Jersey
07450,  and Barry Cinnamon and Lori Cinnamon,  residing at 18480 Hillview Drive,
Los  Gatos,   California   95030   (collectively   referred  to  herein  as  the
"Cinnamons").

     WHEREAS,  the Cinnamons  have filed with the Superior  Court of New Jersey,
Law Division,  Essex County, a Verified  Complaint dated February 13, 1998 in an
action  entitled,  Barry Cinnamon,  et als. v. Software  Publishing  Corporation
Holdings,  Inc.,  Neil Kaufman,  Esq.,  Mark  Leininger and John Does 1-10 (name
being fictitious), Docket No. L-1870-98 (the "Litigation");

     WHEREAS,  the defendants in  the Litigation  have expressed their denial of
the claims as alleged by the Cinnamons; and

     WHEREAS, in order to avoid future protracted and expensive litigation,  the
parties  hereto are  desirous of settling any and all claims each party may have
against  the other in this  litigation  and anyone  else  related to the subject
matter of the litigation.

     NOW,  THEREFORE,  in consideration of the promises and the mutual covenants
herein contained, the parties agree as follows:

     1. Stipulation and Notice of Dismissal with Prejudice.  The Cinnamons shall
cause their  counsel to execute,  deliver and promptly  file on the Closing Date
(as such term is hereafter  defined) a Stipulation  of Dismissal  with Prejudice
which  provides,  inter alia for the dismissal of the  Litigation as against all
defendants  with  prejudice  and  without  costs in the form  annexed  hereto as
Exhibit A.

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     2. Reaffirmation.  The Company and the Cinnamons hereby expressly re-affirm
the validity and binding  effect of the terms and conditions of the that certain
Settlement and General Release  Agreement between the Cinnamons and the Company,
dated December 19, 1997 (the "Original  Agreement"),  which shall remain in full
force  and  effect,  except  as  specifically  modified  herein by the terms and
conditions of this Agreement.

     3. Releases. The parties hereto specifically reaffirm and restate the terms
of  Section 5 of the  Original  Agreement  as if  repeated  herein in full.  The
parties hereto hereby  confirm that the releases  granted by the Company and the
Cinnamons  pursuant to Sections 5(a) and (b) of the Original  Agreement operate,
and shall continue to operate,  as a release of any claim which might be brought
by each of them against the other which may have arisen or become known to exist
after  December 19, 1997.  This release of claims shall apply to and in favor of
the Cinnamons and the Company,  its  subsidiaries,  and its and their respective
officers,  directors,  stockholders,  employees,  agents, attorneys,  investment
bankers,  subsidiaries,  servants,  successors,  insurers,  affiliates and their
successors and assigns.  Further,  the Cinnamons  hereby  specifically  release,
without limiting the generality of the foregoing,  Neil M. Kaufman,  and all law
firms in which he has been or may be a partner or member, Martin Schacker,  M.S.
Farrell & Co.,  Inc.,  Marc Jaffe,  Neil R.  Austrian,  Jr., Mark  Leininger and
Norman  Alexander for all claims,  provided  that the Cinnamons  shall receive a
release from said  individuals or and/or companies for all claims. A copy of the
form of Releases  to be  exchanged  between  the  parties is attached  hereto as
Exhibit B.

     4.   Sale of Shares.

     (a) On May 26, 1998 (the "Closing Date"),  the Cinnamons shall  irrevocably
sell,  assign,  transfer and deliver to certain third party investors a total of
895,320 shares of stock  ("Shares")  held in the Company,  free and clear of all
liens, charges, security, interest and encumbrances,  pursuant

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to Share Purchase Agreements  in the form  annexed  hereto as  Exhibit C.  Barry
Cinnamon  hereby warrants  and  represents  that he has sold  all  other  shares
of stock in the Company  which he has ever owned,  including without limitation,
5,000 shares owned by him on April 1, 1998.

     (b) Payment  for all Shares  purchased  in a private  sale shall be made by
wire transfer or attorney's trust account check. Simultaneously, with receipt of
such payment,  the Cinnamons shall deliver to such third parties,  or counsel to
the Company acting as escrow agent on their behalf,  certificates evidencing all
Shares with stock powers duly endorsed by the Cinnamons in blank with signatures
guaranteed.

     (c) It shall not be the Cinnamons'  responsibility to ensure that the third
party  investors  acquiring  their  interest in the  certificates  receive their
Shares which are the subject matter of this sale.

     (d) Effective on the Closing Date,  the  Cinnamons  shall  surrender to the
Company all of the outstanding  stock options granted to them at any time by the
Company or any of its  subsidiaries,  or  alternatively,  said options  shall be
deemed terminated.

     (e) Any tax  obligation  incurred by the Cinnamons in  connection  with the
transfer  or sale of his  shares of  stock,  or  termination/surrender  of their
options, shall be the Cinnamons' sole responsibility.

     5.   Severance Payments and Other Adjustments.

     The Cinnamons  acknowledge their prior receipt of $86,249.85 as provided in
the  Original  Agreement,  and on the Closing  Date,  the Company  shall  tender
payment of $114,000 to the Cinnamons by  attorney's  trust account check or wire
transfer  to an  account  designated  by the  Cinnamons.  Such  total  amount of
$200,249.85  shall be deemed tendered in full satisfaction of all obligations of
the Company to make  payments to the Cinnamons  under the Original  Agreement or

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<PAGE>

otherwise.

     6.   Restraints on Interference.

     (a) The Company agrees that it will not interfere,  directly or indirectly,
with any future  business  endeavors  undertaken by the Cinnamons  which are not
competitive  with the Company's  business or that of its  subsidiaries  or their
respective successors in interest.

     (b) The  Cinnamons  agree  that  they  will  take no  action,  directly  or
indirectly,  to interfere  with the  operation,  business or  management  of the
Company or its subsidiaries. In that regard, the Cinnamons agree not to directly
or indirectly purchase or hold of record or beneficially, any shares of stock of
the Company,  attend any meeting of  shareholders,  cooperate with any dissident
stockholders  (except  under  subpoena  or  court  order)  or act as an agent or
representative or proxy holder for anyone else or otherwise  interfere or harass
the Company's (or its subsidiaries') officers, directors,  employees, attorneys,
contractors  or investment  bankers,  including,  but not limited to Marc Jaffe,
Neil Kaufman and Mark Leininger.

     (c) Mark  Leininger and Marc Jaffe are  designated  as the contact  persons
within the  Company  that the  Cinnamons  should  deal with should they have any
questions  regarding  the  Original  Agreement  or this  Agreement  or any other
aspects of their prior employment with the Company or its subsidiaries.

     (d) Neither of the Cinnamons shall have any  discussions  with any employee
of the Company or any of its  subsidiaries  for a period of twelve (12)  months,
commencing on the date hereof: (i) regarding the Company,  its subsidiaries,  or
its or their respective businesses,  operations or management personnel; or (ii)
in which the Cinnamons solicit the employment of such employee of the Company or
its  subsidiary  for the benefit of any other  entity or person  (regardless  of
whether  the  Cinnamons  would  themselves   derive  a  benefit  from  such  new
employment),  or encourage  any

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such   employee  to  leave  the  employ of the Company or its  subsidiaries,  or
(iii) which are initiated by either of the Cinnamons  other than in an unplanned
and  spontaneous  fashion  (such as  meeting  by chance at an  airport or on the
street), and which do not relate to the business operations or management of the
Company,   except  that  the  Cinnamons  may  have  planned  or  non-spontaneous
discussions  with  Neil  Nathenson,  Wayne  Zabel,  June  Marshall  and  Roxanne
Cinnamon, provided there is no discussion of the business,  operations,  affairs
or management of the Company or its subsidiaries  with such persons.  Nothing in
this Section shall affect or diminish the terms of Section 17(b) of the Original
Agreement, which shall remain in full force and effect.

     (e)  Notwithstanding the provisions of subsection (d)(i) or (iii) above, in
the event that Barry Cinnamon is employed by an entity which does  business,  or
may do business, with the Company, he shall be permitted to discuss the business
which is the subject of the transaction  with employees of the Company,  subject
to the restriction of Section 8 of the Original Agreement.

     7.   Bankruptcy and Insolvency.

     (a) The Cinnamons warrant and represent that except as set forth on Exhibit
D, neither of them have had any  discussions  or  communications  with any third
party concerning any possible bankruptcy, insolvency, liquidation, receivership,
or assignment for the benefit of creditors of the assets,  of the Company or any
of its subsidiaries, and each of the Cinnamons hereby covenants not to have such
discussions  or  communications  in the future.  Neither of the Cinnamons  shall
participate or cooperate in placing the Company or any of its subsidiaries  into
an involuntary bankruptcy,  insolvency,  liquidation,  receivership or otherwise
affirmatively  participate in any way in a creditor's action against the Company
or any of its subsidiaries.

     (b) The Cinnamons agree and  acknowledge  that the purchasers of the Shares
pursuant to the Share Purchase  Agreements shall be third party beneficiaries of
the  representations,  warranties

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and  covenants  set  forth  in  Paragraph 7(a) hereof, and have entered into the
Share Purchase  Agreements in reliance thereon.  Notwithstanding  the foregoing,
the Cinnamons  shall in no event be liable to any such  purchasers to the extent
they do not have an  interest  in the  Shares at the time any  breach of Section
7(a) occurs;  and provided  further,  that the  provisions  of this Section 7(b)
shall not be transferrable to any third party who purchases Shares from a person
or entity who is a party to any of the Share Purchase  Agreements.

     8. Lawsuits.

     (a)      The Cinnamons agree that they will cooperate with the Company, its
officers, directors,  subsidiaries,  employees, legal advisors and agents in its
and their defense to the suit  captioned  Ronald  Altman and Harold  Milstein v.
Software Publishing  Corporation  Holdings,  Inc.  et al.,  filed  in the United
States  District  Court  for  the  Southern   District   of  New  York,   Docket
No. 98Civ-333 (the "Milstein  Litigation"),  and shall  not assert  against  any
such  party   a  cross-claim,   third   party  complaint,  affirmative  defense,
counter-claim  or otherwise,  with  respect  to any  claim  of  wrongdoing, such
as  malfeasance, malpractice,  conflict  of interest,  breach of  fiduciary duty
or  improper  behavior,  in defense  to the  allegations  of the  plaintiffs  in
the  Milstein  Litigation, provided that neither the Company nor Leininger shall
have obtained, at any time, any release of claims, indemnification or insurance,
or received any other  benefit,  from  any  of  the  plaintiffs  in the Milstein
Litigation,  which is not  available to the Cinnamons  and such  plaintiffs.

     (b) The Company shall defend and indemnify the Cinnamons in connection with
the Milstein  Litigation  (or any other similar  litigation) as provided in, and
subject to the applicable  provisions of the Original  Agreement,  the Bylaws of
the Company,  and Delaware law. It is expressly  understood  and agreed that the
Cinnamons  shall not be  indemnified  by the  Company  if (i) the  losses of the
Milstein  plaintiffs  were due to either of the Cinnamons'  willful  misconduct,
gross

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<PAGE>

negligence  or  fraud;  or (ii)  either of  the  Cinnamons  have entered into or
received any benefit from any release,  indemnity or insurance apart from a that
provided  by the  Company  or  entered  into by the  Company  and such  Milstein
plaintiffs;  or (iii)  either  of the  Cinnamons  seek in any forum to have this
Agreement  declared  terminated  or  void  on any  grounds  whatsoever.

     (c) The Cinnamons agree to cooperate and execute all necessary documents to
effectuate a settlement in the Milstein  Litigation  by the Company,  so long as
the Company or its  subsidiaries  satisfy any financial  obligation  owed to the
plaintiffs in the Milstein Litigation under any settlement.

     (d) The  Company  and  Leininger  agree that with  respect to the  Milstein
Litigation,  they shall not assert against the Cinnamons any cross-claim,  third
party complaint,  affirmative defense,  counter-claim or otherwise, with respect
to any claim of  wrong-doing,  such as  malfeasance,  malpractice,  conflict  of
interest,  breach of  fiduciary  duty or  improper  behavior,  in defense to the
allegations of the plaintiffs in the Milstein Litigation,  provided that neither
of the  Cinnamons  shall  have  obtained,  at any time,  any  release of claims,
indemnification  or insurance,  or received any other  benefit,  from any of the
plaintiffs in the Milstein Litigation, separate and apart from a release entered
into by the Company and such plaintiffs.

     9.  Arbitration.  Any claim,  controversy  or dispute  arising  between the
parties hereto,  including but not limited to those pertaining to the formation,
validity,  interpretation,  effect or alleged breach of this Agreement, shall be
resolved  exclusively  by  submission  to  arbitration  in  Manhattan  under the
auspices of the  American  Arbitration  Association  ("AAA"),  and  otherwise in
conformance with the provisions of Section 12 of the Original Agreement.

     10. Representation by Counsel. The Cinnamons and the Company each represent
to the other that they have been  represented  by counsel in the  negotiation of
this Agreement and that they were not coerced into executing this Agreement.

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<PAGE>

     11. Covenant of Good Faith and Fair Dealing.  The Cinnamons and the Company
(provided  neither  of the  Cinnamons,  on the one  hand,  nor the  Company  and
Leininger,  on the other hand, shall have obtained, at any time, any release of,
or  indemnification  from, or insurance  against,  claims  brought by any of the
plaintiffs in the Milstein  Litigation),  covenant that they will take no action
which would have the effect,  both directly or indirectly,  of interfering  with
their  expressed  obligations  under this Agreement to comply with its terms and
conditions.

     12.  Representations,  Warranties,  and  Agreements of the  Cinnamons.  The
Cinnamons hereby represent, warrant, and agree as follows:

     (a) Barry Cinnamon is the record and beneficial owner of all of the Shares,
free and clear of all liens,  charges,  security interests and encumbrances,  as
set forth herein and in the Share Purchase Agreements, and the Shares constitute
all shares of the capital stock of the Company owned by either of the Cinnamons.

     (b) The  Cinnamons are of full age and have the legal  capacity,  right and
power to execute and deliver this Agreement,  to sell,  transfer and deliver the
Shares as  provided  herein and to take such other  action as may be required in
accordance  with the terms  hereof,  to the extent  applicable.  This  Agreement
constitutes  the  valid  and  legally   binding   obligation  of  the  Cinnamons
enforceable in accordance with its terms.  Neither the execution and delivery of
this Agreement nor the consummation of the transactions contemplated hereby will
require the consent or approval of any  governmental  agency or authority or any
other  entity or person or violate  any  provision  of any state or local law or
ordinance or conflict  with or result in any breach of, or  constitute a default
under, any indenture,  mortgage,  deed of trust,  franchise,  agreement or other
instrument or undertaking,  oral or written,  to which the Cinnamons are a party
or by which the Cinnamons or their properties or assets may be bound or affected
or result in the creation of any lien, charge, or encumbrance upon any of

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the  properties  or  assets  of the Cinnamons.

     (c) The representations and warranties made by the Cinnamons in or pursuant
to this Agreement or in connection with the transactions  contemplated hereby do
not  contain and will not contain any  statement  which is  materially  false or
misleading  with  respect to any  material  fact and do not and will not omit to
state any material  fact required to be stated herein or therein or necessary in
order to make the statement  contained herein or therein not materially false or
misleading.

     13. Representations,  Warranties and Agreements of the Company. The Company
(as to clauses (a) and (d)  hereof),  Kaufman (as to clauses (b) and (d) hereof)
and Leininger (as to clauses (c) and (d) hereof) hereby  represent,  warrant and
agree (severally, and not jointly) as follows:

     (a) The  Company  has full  corporate  power and  authority  to execute and
deliver  this  Agreement  and to take such other  action as may be  required  in
accordance  with the terms  hereof.  This  Agreement  constitutes  the valid and
legally binding  obligations of the Company,  enforceable in accordance with its
terms.  The Company  has duly  authorized  the  execution  and  delivery of this
Agreement  and  the  transactions   contemplated   hereby.  No  other  corporate
proceedings on the part of the Company are necessary to authorize this Agreement
and the transactions  contemplated hereby. Neither the execution and delivery of
this Agreement nor the consummation of the transactions contemplated hereby will
require the consent or approval of any  governmental  agency or authority or any
other entity or person  except as otherwise set forth herein and in the Original
Agreement  or violate any  provision  of any state or local law or  ordinance or
conflict  with or result in any breach of, or  constitute a default  under,  any
indenture,  mortgage, deed of trust, franchise, agreement or other instrument or
undertaking, oral or written, to which the Company is a party or by which any of
its  properties  or assets may be bound or affected or result in the creation of
any lien,  charge or  encumbrance  upon any of its  properties  or  assets.  The
Company has filed with the Securities and

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<PAGE>

Exchange  Commission  all  disclosure  statements  required  to  be  filed up to
the date hereof under the  Securities  and Exchange Act of 1934, as amended,  or
the Securities Act of 1933.

     (b) Kaufman has full individual  power and authority to execute and deliver
this  Agreement  and to take such other action as may be required in  accordance
with the terms hereof. This Agreement  constitutes the valid and legally binding
obligation of Kaufman,  enforceable  in accordance  with its terms.  Kaufman has
duly executed and delivered  this  Agreement and the  transactions  contemplated
hereby.   Neither  the  execution  and  delivery  of  this   Agreement  nor  the
consummation of the transactions contemplated hereby will require the consent or
approval of any  governmental  agency or authority or any other entity or person
except as otherwise  set forth  herein and in the Original  Agreement or violate
any  provision of any state or local law or ordinance or conflict with or result
in any breach of, or constitute a default under, any indenture,  mortgage,  deed
of trust,  franchise,  agreement or other  instrument  or  undertaking,  oral or
written, to which Kaufman is a party or by which any of his properties or assets
may be bound or  affected  or result  in the  creation  of any  lien,  charge or
encumbrance upon any of his properties or assets.

  (c)  Leininger has full  individual  power and authority to execute and
deliver  this  Agreement  and to take such other  action as may be  required  in
accordance  with the terms  hereof.  This  Agreement  constitutes  the valid and
legally  binding  obligation of Leininger,  enforceable  in accordance  with its
terms.  Leininger  has  duly  executed  and  delivered  this  Agreement  and the
transactions  contemplated  hereby.  Neither the  execution and delivery of this
Agreement nor the  consummation  of the  transactions  contemplated  hereby will
require the consent or approval of any  governmental  agency or authority or any
other entity or person  except as otherwise set forth herein and in the Original
Agreement  or violate any  provision  of any state or local law or  ordinance or
conflict  with or result in any breach of, or  constitute a default  under,  any
indenture,  mortgage, deed 

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of  trust,  franchise,  agreement  or  other  instrument or undertaking, oral or
written,  to which  Leininger  is a party or by which any of his  properties  or
assets may be bound or affected or result in the creation of any lien, charge or
encumbrance upon any of his properties or assets.

     (d) The  representations  and warranties  made by the Company,  Kaufman and
Leininger,  respectively, in or pursuant to this Agreement or in connection with
the  transactions  contemplated  hereby do not  contain and will not contain any
statement  which  is  materially  false  or  misleading.   Notwithstanding   the
foregoing,  the  Cinnamons  hereby  acknowledge  that  there may be  information
concerning  the Company which has not been disclosed to them and which may cause
the  value  of  the  Shares  to  be  higher  or  lower  than  $0.40  per  Share.
Notwithstanding  that the value of the Shares may potentially be higher or lower
than  $0.40 per Share,  the  Cinnamons  have  agreed to sell the Shares at $0.40
pursuant to the Share Purchase  Agreements and otherwise in accordance with this
Agreement.

     14. Fees and Expenses for This Agreement.  Unless as otherwise agreed among
the  parties,  each of the  parties  hereto  shall  bear its or his own fees and
expenses  as  may  be  incurred  in  connection   with  the  Agreement  and  the
transactions contemplated hereby.

     15. Notices. Any notice or demand required or permitted to be given or made
to or upon any party hereto  pursuant to any of the provisions of this Agreement
shall be deemed to have been duly given or made for all  purposes  if in writing
and delivered by reputable  overnight courier,  hand against receipt, or sent by
certified or registered mail, postage prepaid, return receipt requested directly
to the parties or to such other  person or persons that may be  designated  from
time to time by the Cinnamons,  the Company,  Kaufman and Leininger,  to receive
such  notices.  Any party  refusing  delivery of a notice  shall be charged with
knowledge of its contents,  provided that such notice is left at the premises to
which it was addressed.

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<PAGE>

     16. Miscellaneous.  Without limiting the general reaffirmation of the terms
of the Original Agreement, the terms and provisions of Sections 10 (Successors),
13 (Proper  Construction),  14  (Severability),  16 (Third Party  Beneficiaries,
which   shall  be  in  addition  to  Section   7(b)  of  this   Agreement),   18
(Counterparts),  19  (Further  Assurances)  and 20  (Survival)  of the  Original
Agreement are hereby incorporated by reference as if repeated herein in full.

     17.  Closing.  All of the  transactions  effected  on the  Closing  Date in
accordance  with the provisions of this Agreement shall be deemed to be effected
simultaneously  and the consummation of each such transaction shall be deemed to
be a condition to the consummation of each other such transaction.

     18. Future Arbitration. No more than one arbitration proceeding pursuant to
the terms of the Original  Agreement (as incorporated  herein) or this Agreement
may be brought by any party  hereto in any twelve (12) month  period.  If at the
time any arbitration  proceeding is commenced pursuant to the Original Agreement
or  this  Agreement,   such  proceedings  shall,  to  the  extent  possible,  be
consolidated.

     19. Entire Agreement.  This Agreement (including any Exhibits) embodies the
entire  agreement  of the  parties  hereto with  respect to the  subject  matter
hereof,  supersedes any prior  agreement,  commitment,  or arrangement  relating
thereto  (except for the  Original  Settlement  Agreement)  entered into in this
matter and may not be altered except on written agreement of all of the parties.

     20. Governing Law. This Agreement shall be governed by, and interpreted and
enforced in accordance  with the laws of the State of New York  (without  giving
effect to conflicts of law principles).

     21. Agreement  Confidential.  The settlement  effected by this Agreement is
made on a

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<PAGE>

confidential  basis  and the  parties  agree to keep the  substantive  terms and
conditions  hereof  confidential,  except  to the  extent  that the  Company  is
required by rules and  regulations of the Securities and Exchange  Commission to
disclose the Cinnamons'  sale of their stock  interests or the terms or contents
of the Agreement, the Company shall do so.

     IN WITNESS  WHEREOF,  the parties  have caused  this  Agreement  to be duly
executed on the date set forth in the first paragraph above.

                                        Software Publishing Corporation
                                        Holdings, Inc.


                                        By: /s/ Marc Jaffe
                                               Marc Jaffe, Chairman of the Board

                                      -13-

<PAGE>


Settlement Agreement
Dated May 22, 1998
Second signature page




                                                   /s/ Barry Cinnamon
                                                       Barry Cinnamon


                                                    /s/ Lori Cinnamon
                                                       Lori Cinnamon


                                                    /s/ Neil Kaufman
                                                       Neil Kaufman


                                                  /s/ Mark E. Leininger
                                                       Mark Leininger

                                      -14-