Number SP _________                     Shares ___________
                                        SEE REVERSE FOR CERTAIN DEFINITIONS


                 SOFTWARE PUBLISHING CORPORATION HOLDINGS, INC.
              INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
                                  COMMON STOCK

                                                       CUSIP 833979 10 7

     This  is  to  certify  that   ________________________   is  the  owner  of
_________________  fully-paid and  non-assessable  shares of Common Stock of the
par value of One-Tenth of One Cent ($.001) each of

                 Software Publishing Corporation Holdings, Inc.

transferable on the books of the  Corporation by the registered  owner hereof in
person  or by duly  authorized  attorney  upon  surrender  of  this  Certificate
properly endorsed.
     This  Certificate is not valid until  countersigned  by the Transfer Agent.
This  certificate  and the  shares  represented  hereby  are issued and shall be
subject to all of the provisions of the Certificate of Incorporation and By-Laws
of the Corporation as the same now exist or may be amended hereafter,  to all of
which the holder, by acceptance hereof assents.
     WITNESS the facsimile  seal of the  Corporation  and the  signatures of its
duly authorized officers.

     Dated: __________________


                                [Corporate Seal]



-----------------------------------      -----------------------------------
             Secretary                           Chief Executive Officer


                                         Countersigned
                                         American Stock Transfer & Trust Company
                                                (New York, N. Y.)


                                         By:________________________________
                                                     Authorized Signature




<PAGE>

                          [Reverse Side of Certificate]

     The  Corporation  will furnish  without charge to each  stockholder  who so
requests the powers,  designations,  preferences  and  relative,  participating,
optional or other  special  rights of each class of stock or series  thereof and
the  qualifications,  limitations or  restrictions  of such  preferences  and/or
rights.  Any such  request  may be made to the  Corporation  or to the  Transfer
Agent.

     The following  abbreviations,  when used in the  inscription on the face of
this  certificate,  shall be  construed  as though they were written out in full
according to the applicable laws or regulations:

TEN COM -- as tenants in common      UNIF GIFT MIN ACT -- _____ Custodian _____
TEN ENT -- as tenants by the entireties                   (Cust)         (Minor)
JT TEN  -- as joint entants with right of          under Uniform Gifts to Minors
           survivorship and not as tenants         Act _________________________
                        in common                               (State)

    Additional abbreviations may also be used though not in the above list.

     For Value  Received,  _________________________  hereby  sell,  assign  and
transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
    IDENTIFYING NUMBER OF ASSIGNEE

______________________________________


--------------------------------------------------------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

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_________________________________________________________________________ Shares
of the  capital  stock  represented  by the  within  Certificate,  and do hereby
irrevocably constitute and appoint

____________________________________________________________________ Attorney to
transfer the said stock on the books of the within named  Corporation  with full
power of substitution in the premises.

Dated ______________________________________


                                  _____________________________________________
                                  NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST 
                                  CORRESPOND  WITH THE NAME AS WRITTEN UPON THE 
                                  FACE OF THE  CERTIFICATE IN EVERY PARTICULAR, 
                                  WITHOUT  ALTERATION  OR  ENLARGEMENT  OR  ANY 
                                  CHANGE WHATEVER.


Signature(s) Guaranteed:

-------------------------------------------------
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE  
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS  
AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP 
IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM),  
PURSUANT TO S.E.C. RULE 17Ad-15.

This certificate also evidences and entitles the holder hereof to certain rights
as set  forth in a Rights  Agreement  between  Software  Publishing  Corporation
Holdings,  Inc. and American Stock  Transfer & Trust Company,  dated as of March
31, 1998 (the "Rights  Agreement"),  the terms of which are hereby  incorporated
herein by reference  and a copy of which is on file at the  principal  executive
offices  of  Software  Publishing  Corporation  Holdings,   Inc.  Under  certain
circumstances,  as set  forth  in the  Rights  Agreement,  such  Rights  will be
evidenced  by  separate  certificates  and will no longer be  evidenced  by this
certificate.  Software Publishing  Corporation  Holdings,  Inc. will mail to the
holder of this certificate a copy of the Rights  Agreement  without charge after
receipt of a written request therefor. Under certain circumstances, as set forth
in the Rights  Agreement,  Rights  issued to any Person who becomes an Acquiring
Person (as defined in the Rights Agreement) may become null and void.