THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE  HEREOF,  AGREES
THAT IT WILL NOT SELL,  ASSIGN,  PLEDGE,  HYPOTHECATE OR OTHERWISE TRANSFER THIS
PURCHASE OPTION EXCEPT AS HEREIN PROVIDED.

NOT EXERCISABLE PRIOR TO DECEMBER 5, 1996.  VOID AFTER 5:00 P.M., NEW
YORK TIME, AUGUST 20, 2002.


                                 PURCHASE OPTION
              For the Purchase of _________ Shares of Common Stock
                                       of
                 SOFTWARE PUBLISHING CORPORATION HOLDINGS, INC.
                         (F/K/A) ALLEGRO NEW MEDIA, INC.
                            (A Delaware Corporation)
                                   No. PO __

1.   Purchase Option.

     THIS  CERTIFIES  THAT, for the sum of one hundred  dollars,  the receipt of
which is hereby acknowledged by Software Publishing Corporation Holdings,  Inc.,
(f/k/a Allegro New Media,  Inc.) (the  "Company"),  ____________________________
(the "Holder"), as registered owner of this Purchase Option, is entitled, at any
time or from time to time at or after  December  5, 1996,  and at or before 5:00
p.m.,  New York Time,  August 20, 2002,  but not  thereafter,  to subscribe for,
purchase  and  receive,  in  whole  or in  part,  up  to  ______________________
(_________) shares of common stock of the Company, $.001 par value, (the "Common
Stock").  If  August  20,  2002  is a day  on  which  banking  institutions  are
authorized by law to close,  then this  Purchase  Option may be exercised on the
next succeeding day which is not such a day in accordance with the terms herein.
During the period  ending  August 20,  2002 the  Company  agrees not to take any
action  that would  terminate  the  Purchase  Option.  This  Purchase  Option is
initially  exercisable at the lesser of (a) $1.27 per share of Common Stock,  or
(b) 120% of the  price per share of any  shares of Common  Stock or the  imputed
price per share of any shares of Common  Stock  included  in any units  (without
attributing any value to any warrant or any other derivative  security  included
in any unit),  as  applicable,  of the  Company  sold by the Company to a source
introduced to the Company by M.S. Farrell & Co., Inc. on or prior to January 28,
1999, but in any event not less than $1.06 per share;  provided,  however,  that
upon the  occurrence  of any of the events  specified  in Section 6 hereof,  the
rights granted by this Purchase  Option,  including the exercise price per share
and the  number of shares of Common  Stock to be  received  upon such  exercise,
shall be adjusted as therein specified. The term "Exercise Price" shall mean the
initial exercise price or the adjusted exercise price, depending on the context.


<PAGE>

     This Purchase  Option was  originally  issued  pursuant to an  Underwriting
Agreement,  dated December 5, 1995,  between the Company and M.S. Farrell & Co.,
Inc., which provides for the issuance of this Purchase Option (the "Underwriting
Agreement").

     The  holder(s)  of this  Purchase  Option  and any option  issued  upon the
transfer or  assignment  of this  Purchase  Option are  referred to  hereinafter
collectively as the Holder(s) of the Purchase Options or as the "Holder(s)".

2.   Exercise.

     2.1. Exercise Form. In order to exercise this Purchase Option, the exercise
form  attached  hereto must be duly  executed and completed and delivered to the
Company,  together with this Purchase  Option and payment of the Exercise  Price
for the Common  Stock being  purchased.  To the extent the  subscription  rights
represented hereby shall not be exercised at or before 5:00 p.m., New York Time,
on August 20, 2002 this Purchase Option shall become and be void without further
force or effect, and all rights represented hereby shall cease and expire.

     2.2.  Legend.  Each  certificate  for  Common  Stock  purchased  under this
Purchase Option shall bear a legend as follows unless such Common Stock has been
registered  under the Act and the issuance  complies with any  applicable  state
securities laws:

          "The securities represented by this certificate have been acquired for
     investment and have not been registered under the Securities  Act of  1933,
     as amended (the  "Act"). The securities may not be sold, assigned, pledged,
     hypothecated  or otherwise  transferred  except pursuant  to  an  effective
     registration  statement  under  the Act and in compliance  with  applicable
     state  securities  laws,   or  the  Company receives an opinion of counsel,
     satisfactory  to  the  Company,  that  such  registration  is not  required
     and  that  the  sale, assignment,  pledge,  hypothecation or transfer is in
     compliance with applicable state securities laws."

3.   Transfer.

     3.1.   Permissible   Transferees.   This  Purchase   Option  shall  not  be
transferred,  sold, assigned or hypothecated for a period of one year commencing
on December 5, 1995, except that it may be transferred to any successors of M.S.
Farrell & Co.,  Inc.,  and may be assigned in whole or in part to any person who
is an officer,  director of M.S. Farrell & Co., Inc., or officers,  directors or
partners  of  any  Selected  Dealer  in the  public  offering  described  in the
Underwriting Agreement.  Any such assignment shall be effected by M.S. Farrell &
Co.,  Inc. (i)  executing  the form of  assignment  at the end hereof,  and (ii)
surrender of this Purchase Option for cancellation to the Company accompanied by
a certificate  signed by an officer of M.S.  Farrell & Co.,  Inc.,  stating that
each  transferee  is a  permitted  transferee  under this  Section  3.1  hereof;
whereupon  the  Company  shall  issue,  in the name or names  specified  by M.S.
Farrell & Co., Inc.  (including M.S.  Farrell & Co., Inc.) a new Purchase Option
or Purchase  Options of like tenor and  representing in the aggregate  rights to
purchase the same number of shares of Common Stock as are purchasable hereunder.


<PAGE>

     3.2. Transfer Of Purchase Option. Except as provided in Section 3.1 hereof,
the registered Holder of this Purchase Option, by its acceptance hereof,  agrees
that it will not sell,  assign,  pledge,  hypothecate or otherwise transfer this
Purchase  Option  except  pursuant  to  an  effective   registration  under  the
Securities Act of 1933, as amended (the "Act") and in compliance with applicable
state  securities  laws,  or unless the Company  receives an opinion of counsel,
satisfactory to the Company, that such registration is not required and that the
sale,  assignment,  pledge,  hypothecation  or  transfer is in  compliance  with
applicable state  securities  laws. In order to make any assignment,  the Holder
must deliver to the Company the  assignment  form attached  hereto duly executed
and completed,  together with the Purchase Option. The Company shall immediately
transfer this Purchase  Option on the books of the Company and shall execute and
deliver  a new  Purchase  Option  or  Purchase  Options  of  like  tenor  to the
appropriate assignee(s) expressly evidencing the right to purchase the number of
Shares  purchasable  hereunder  or such  portion  of such  number  as  shall  be
contemplated by any such assignment.

     3.3.  Transfer Of Common Stock.  The shares of Common Stock underlying this
Purchase  Option,  shall not be transferred  unless (i) the Company has received
the opinion of counsel,  satisfactory  to the  Company,  that such shares may be
transferred  pursuant to an  exemption  from  registration  under the Act and in
compliance with applicable  state  securities laws, or (ii) the transfer is made
pursuant to an effective  registration statement under the Act and in compliance
with applicable state securities laws.

4.   New Purchase Options To Be Issued.

     4.1. Partial Exercise Or Transfer.  Subject to the restrictions in Sections
2 and 3 hereof, this Purchase Option may be exercised or assigned in whole or in
part.  In the event of the  exercise  or  assignment  hereof in part only,  upon
surrender  of this  Purchase  Option for  cancellation,  together  with the duly
executed exercise or assignment form, the Company shall cause to be delivered to
the Holder without  charge a new Purchase  Option of like tenor to this Purchase
Option in the name of the Holder  evidencing the right of the Holder to purchase
the  number of shares of Common  Stock  purchasable  hereunder  as to which this
Purchase Option has not been exercised or assigned.

     4.2. Lost Certificate. Upon receipt by the Company of evidence satisfactory
to it of the loss, theft,  destruction or mutilation of this Purchase Option and
of  reasonably  satisfactory  indemnification,  the  Company  shall  execute and
deliver a new  Purchase  Option of like  tenor and date.  Any such new  Purchase
Option  executed and  delivered as a result of such loss,  theft,  mutilation or
destruction shall constitute an additional contractual obligation on the part of
the Company.

5.   Registration Rights.

     5.1. Demand Registration.

        5.1.1. Grant Of Right. The Company, upon written demand ("Initial Demand
Notice") of the Majority  Holder(s) (as defined  herein),  agrees to register on
two occasions,  all or any portion,  as requested by the Majority Holders in the
Initial  Demand Notice,  of the Purchase  Options and Common Stock issuable upon


<PAGE>

exercise of the Purchase Options  (collectively  the "Registrable  Securities").
The demand for  registration  may be made at any time  commencing on December 5,
1996 and up to 5:00 p.m.,  New York Time, on August 20, 2002. On such  occasion,
the  Company  will  file  a  Registration  Statement  covering  the  Registrable
Securities within ninety days after receipt of the Initial Demand Notice and use
its best efforts to have such registration statement declared effective promptly
thereafter.  Should this registration or the effectiveness thereof be delayed by
the Company,  the exercisability of the Purchase Options shall be extended for a
period of time  equal to the delay in  registering  the  Registrable  Securities
caused by the Company. Moreover, if the Company fails to use its best efforts to
comply with the provisions of this Section 5.1.1, the Company shall, in addition
to any other  equitable  or other relief  available  to the Majority  Holder(s),
including the Holder of this  Purchase  Option if such Holder  communicated  his
demand to the Company to include his Registrable Securities in such registration
statement,  be liable  for any and all  incidental,  special  and  consequential
damages (including,  but not limited to, the loss of profit suffered as a result
of such failure,  calculated by reference to the difference between the Exercise
Price and the  Market  Price for the Common  Stock at the time the  registration
would have been  declared  effective  if the Company had used its best  efforts)
sustained  by the  Majority  Holder(s),  including  the holder of this  Purchase
Option if such  Holder  communicated  his demand to the  Company to include  his
Registrable Securities in such registration statement. The Company covenants and
agrees to give written notice of its receipt of any Initial Demand Notice by any
Holder(s)  to all other  registered  Holders  of the  Purchase  Options  and the
Registrable  Securities  within  thirty days from the date of the receipt of any
such Initial Demand Notice.

          5.1.2.  Terms. The Company shall bear all fees and expenses  attendant
to registering the  Registrable  Securities on the first occasion only, with the
Holders  bearing  such  fees and  expenses  after the  first  occasion,  and the
Holder(s)  shall  pay any  and all  underwriting  and  broker-dealer  discounts,
commissions and  non-accountable  expenses of any  underwriter or  broker-dealer
selected by the Holder(s) to sell the Registrable Securities,  together with the
expenses of any legal  counsel  selected by the  Holder(s) to represent  them in
connection  with the sale of the Registrable  Securities.  The Company agrees to
use its  prompt  best  efforts  to cause the  filing  required  herein to become
effective and to qualify or register the  Registrable  Securities in such States
as are reasonably  requested by the  Holder(s);  provided,  however,  that in no
event shall the Company be required to register the Registrable  Securities in a
state in which such registration  would cause (i) the Company to be obligated to
qualify to do business in such State or execute a general  consent to service or
process,  or (ii) the principal  stockholders  of the Company to be obligated to
escrow their shares of capital stock of the Company. The Company shall cause any
registration statement filed pursuant to the demand rights granted under Section
5. 1.1 to remain  effective  for a period  equal to the  greater of (i)  sixteen
months  from the date of the  latest  balance  sheet  of the  audited  financial
statements  contained therein on the initial effective date of such registration
statement or (ii) one year from the initial  effective date of such registration
statement.

          5.1.3.  Majority  Holder(s).  The term  "Majority  Holder(s)"  as used
herein shall mean the Holder(s) of this and any Purchase Options issued upon the
assignment or transfer of this Purchase  Option and/or the Common Stock issuable
upon exercise of this and such other Purchase Options who, in the aggregate, own
or who possess the right to acquire  (because of ownership of this or such other
Purchase  Options) in excess of fifty percent (50%) of the Common Stock issuable

<PAGE>

upon exercise of this and such other Purchase Options  excluding those shares of
Common  Stock  which  have  been  so  issued  and  sold  pursuant  to any of the
provisions of Section 5 of this Option.

     5.2. "Piggy-Back" Registration.

          5.2.1.   Grant  Of  Right.   In  addition  to  the  demand   right  of
registration,  the  Holder(s)  of the  Purchase  Options  shall  have the  right
commencing on December 5, 1996 and up to 5:00 p.m., New York Time, on August 20,
2002, to include the Registrable Securities as part of any other registration of
securities  filed by the Company  (other than in  connection  with a transaction
contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-4 or
S-8 or any successor forms), provided,  however, that if, in the written opinion
of the  Company's  managing  underwriter  or  underwriters,  if  any,  for  such
offering,  the  inclusion  of the  Registrable  Securities,  when  added  to the
securities  being registered by the Company or the selling  stockholders),  will
exceed the maximum amount of the Company's  securities which can be marketed (i)
at a price  reasonably  related  to their then  current  market  value,  or (ii)
without materially and adversely affecting the entire offering, then the Company
may exclude from such offering all or any portion of the Registrable  Securities
requested  to be so  registered,  provided,  further,  that  if any  Registrable
Securities  are so  excluded,  then the number of  securities  to be sold by all
stockholders  in such public  offering shall be  apportioned  pro rata among all
such  selling   stockholders,   including  all  Holder(s)  of  the   Registrable
Securities,  according to the total amount of securities of the Company owned by
said  selling   stockholders,   including  all  Holder(s)  of  the   Registrable
Securities. If, subsequent to exercise of the demand registration right referred
to in the  preceding  Section 5.1, any  Registrable  Securities  requested to be
included in an offering ("Other  Offering")  pursuant to the "piggyback"  rights
described  in this Section are not so included  because of the  operation of the
first provision of the preceding sentence, then the Holder(s) of the Registrable
Securities  shall have the right,  to require the  Company,  at is  expense,  to
prepare  and  file  a  registration   statement  under  the  Act  covering  such
Registrable  Securities  and use its best  efforts  to cause  such  registration
statement  to  become  effective  as  if  the  Holder(s)  had a  further  demand
registration  right as provided in Section 5.1 (but without the requirement that
such  Holder(s)  constitute  "Majority  Holder(s)"),   provided,   that  if  the
underwriter so requested,  such  Registrable  Securities shall not be sold until
the expiration of 180 days from the effective date of the Other Offering.

          5.2.2.  Terms. The Company shall bear all fees and expenses  attendant
to  registering  the  Registrable  Securities  under the Act and in those states
selected by the Company for purposes of its offering,  but the  Holder(s)  shall
pay  any and all  underwriting  and  broker-dealer  discounts,  commissions  and
non-accountable  expenses of any  underwriter or  broker-dealer  selected by the
Holder(s) to sell the Registrable Securities,  together with the expenses of any
legal counsel selected by the Holder(s) to represent them in connection with the
sale of the  Registrable  Securities.  The Company shall qualify or register the
Registrable  Securities in such additional states as are reasonably requested by
the  Holder(s)  and  shall  bear all costs and  expenses,  including  reasonable
counsel  fees  and  expenses,  of  the  qualification  or  registration  of  the
Registrable  Securities  in  such  additional  states.  In the  event  of such a
proposed  registration,  the Company  shall  furnish the then  Holder(s)  of the
Registrable  Securities with not less than twenty-five days written notice prior
to the proposed date of filing of such  registration  statement.  Such notice to
the Holder(s) shall continue to be given for each  registration  statement filed
(during the period in which the Purchase  Option is  exercisable) by the Company

<PAGE>

until such time as all of the Registrable  Securities have been registered.  The
Holder(s)  shall exercise the  "piggyback"  rights provided for herein by giving
written  notice,  within fifteen days of the receipt of the Company's  notice of
its  intention to file a  registration  statement.  The Company  shall cause any
registration  statement filed pursuant to the above "piggyback" rights to remain
effective  for at least  nine  months  from the date that the  Holder(s)  of the
Registrable  Securities  are  first  given the  opportunity  to sell all of such
securities.  Upon effecting any sale of the Registrable Securities,  the Holders
shall  advise the  Company in writing of the date of such sale and the number of
Registrable Securities sold.

     5.3. Come-Along Rights.

          5.3.1.  Key Stockholder  Dispositions.  If Barry A. Cinnamon (the "Key
Stockholder")  proposes  to  sell,  convey  or  otherwise  transfer  in a single
transaction or a series of related  transactions,  a number of shares of capital
stock of the Company  which at the time of such transfer  represents  beneficial
ownership of ten percent  (10%) or more of the capital stock of the Company then
outstanding,  then such transferor(s) shall offer all Holders an opportunity, as
provided  below,  to sell  their  shares of Common  Stock on the same  terms and
conditions  as those  received by such  transferor(s).  Any transfer  under this
Section  5.3.1  is  herein  referred  to as  "Come-Along  Transfer"  and the Key
Stockholder  proposing  to be a transferor  under this  Section  5.3.1 is herein
referred to as an "Offeror Stockholder".

          5.3.2. Notice. Any Offeror Stockholder shall give not less than thirty
days prior written notice of the proposed  Come-Along  Transfer and its terms to
the Holders.  If any Holder elects to participate in such  Come-Along  Transfer,
which  election shall be made by written notice to the Issuer and to the Offeror
Stockholder within twenty days after notice of the Come-Along Transfer is given,
then such electing Holder (each an "Electing Holder") shall have the opportunity
and right (y) to sell to the purchasers) in such  Come-Along  Transfer up to all
of such  Electing  Holder's  shares of  Common  Stock  (upon the same  terms and
conditions as the Offeror Stockholder), if the offer by the proposed purchasers)
in such Come-Along Transfer extends to all outstanding shares of Common Stock or
(z) in the event the  offer is for less  than all  outstanding  shares of Common
Stock,  each Electing Holder shall have the opportunity and right to sell to the
purchasers) in such  Come-Along  Transfer (upon the same terms and conditions as
the Offeror  Stockholder)  up to that number of shares of Common  Stock owned by
such Electing Holder as shall equal the product of (A) a fraction, the numerator
of which is the  number of shares of  Common  Stock  beneficially  owned by such
Electing Holder as of the date of such  Come-Along  Transfer and the denominator
of which is the aggregate number of shares of Common Stock beneficially owned as
of the date of such  Come-Along  Transfer by the Offeror  Stockholder and by all
Electing  Holders,  multiplied by (B) the number of shares of Common Stock which
the  transferees)  has (have)  offered to acquire (by the  purchase of shares of
Common Stock) in such Come-Along Transfer.  The number of shares of Common Stock
to be sold by any Offeror  Stockholder  shall be reduced to the extent necessary
to provide for such sales of shares of Common Stock by Electing Holders.

          5.3.3.  Exceptions Permitted.  This Section 5.3 shall not apply to the
sale or transfer of shares of Common Stock  pursuant to Subsection  5.3.5 below;
provided,  that  such  shares of  Common  Stock  shall  remain  subject  to this
Agreement.


<PAGE>

          5.3.4.  Non-Electing Holders. At any time within ninety days after the
expiration  of the  twenty  day  election  period  under  Section  5.3.2  hereof
regarding a Come-Along  Transfer,  the Offeror Stockholder shall be free to sell
shares of Common Stock pursuant to such Come-Along  Transfer,  subject to rights
of  participation  exercised by Electing  Holders pursuant to Section 5.3.2, and
such  sales by an  Offeror  Stockholder  shall be free of any  further  right of
participation  pursuant  to (or on no more  favorable  terms than) the bona fide
purchase  offer  from the  proposed  transferees)  as  specified  in the  notice
concerning  the  Come-Along  Transfer  which was given pursuant to Section 5.3.2
hereof.  Shares  proposed to be sold by an Offeror  Stockholder  pursuant to the
Come-Along  Transfer  but  which are not so sold  within  ninety  days  shall be
subject to the restrictions of this Section 5.3.

          5.3.5.  Permitted Transfers.  Notwithstanding anything to the contrary
contained herein:

               (1)  The  Key   Stockholder   may   transfer   (inter   vivos  or
testamentary)  all or part of his shares of Common  Stock to his spouse,  to his
children,  to his  parents,  to his  brother  or  sister,  or to a trust for the
benefit of any such  persons,  provided  that such shares of Common  Stock shall
remain subject to this Agreement.

               (2) The Key Stockholder may transfer all or part of his shares of
Common Stock to any entity which is directly or indirectly  wholly-owned by such
Key Stockholder, which directly or indirectly owns such Key Stockholder of which
is directly or indirectly wholly-owned by a person or entity which also directly
or  indirectly  wholly owns such Key  Stockholder,  provided that such shares of
Common Stock shall remain subject to this Agreement.

5.4. General Terms.

     5.4.1.   Indemnification  By  Company.  The  Company  shall  indemnify  the
Holder(s) of the Registrable  Securities to be sold pursuant to any registration
statement  hereunder and each person, if any, who controls such Holder(s) within
the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange
Act of 1934,  as amended  ("Exchange  Act"),  and each  underwriter  (within the
meaning of the Act) of such Registrable  Securities and each person, if any, who
controls  (within the  meaning of Section 15 of the Act or Section  20(a) of the
Exchange Act) such  underwriter,  against all loss,  claim,  damage,  expense or
liability   (including  all  reasonable   attorneys'  fees  and  other  expenses
reasonably  incurred in investigating,  preparing or defending against any claim
whatsoever)  to which any or all of them may become  subject  under the Act, the
Exchange  Act  or  otherwise,   insofar  as  such  losses,  claims,  damages  or
liabilities  (or actions in respect  thereof) arise out of or are based upon (i)
any untrue  statement or alleged  untrue  statement of a material fact contained
(A) in  such  registration  statement  or an  preliminary  or  final  prospectus
constituting   a  part   thereof  or  any   amendment  or   supplement   thereto
(collectively,  the "Offering Documents"), or (B) in any blue sky application or
other  document  executed by the Company  specifically  for blue sky purposes or
based upon any other  written  information  furnished  by the  Company or on its
behalf to any state or other  jurisdiction in order to qualify any or all of the
Registrable  Securities under the securities laws thereof (any such application,
document or information being hereinafter called a "Blue Sky  Application"),  or
(ii) the  omission or alleged  omission by the Company to state in the  Offering

<PAGE>

Documents or in any Blue Sky  Application  a 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; and will reimburse the
Holder(s),  each underwriter and each such  controlling  person for any legal or
other  expenses   reasonably  incurred  by  each  of  them  in  connection  with
investigating or defending any such loss,  claim,  damage,  liability or action;
provided,  however,  that the Company will not be liable in any such case to any
one of the  Holder(s)  to the  extent  that  any such  loss,  claim,  damage  or
liability  arises out of or is based upon an untrue  statement or alleged untrue
statement  or  omission  or  alleged  omission  made  in  reliance  upon  and in
conformity with written information  furnished to the Company by such Holder for
use  in  the  preparation  of the  Offering  Documents  or  any  such  Blue  Sky
Application.

               5.4.1.1. Indemnification By The Holders. Each of the Holder(s) of
the  Registrable  Securities to be sold pursuant to any  registration  hereunder
agrees,  severally  but not jointly,  to indemnify and hold harmless the Company
and each person,  if any, who controls the Company within the meaning of the Act
or the  Exchange  Act and each  underwriter  (within the meaning of the Act) and
each person, if any, who controls such underwriter within the meaning of the Act
or  the  Exchange  Act  against  all  losses,  claims,  damages  or  liabilities
(including all reasonable attorneys' fees and other expenses reasonably incurred
in investigating, preparing or defending against any claim whatsoever), to which
each of them may become  subject,  under the Act,  the Exchange Act or otherwise
insofar as such losses,  claims,  damages or liabilities  (or actions in respect
thereof)  arise out of or are based  upon (i) any  untrue  statement  or alleged
untrue statement of a material fact contained (A) in the Offering Documents,  or
(B) in any Blue Sky  Application,  or (ii) the  omission or alleged  omission to
state in the Offering  Documents or in any Blue Sky  Application a material fact
required to be stated  therein or necessary to make the statements  therein,  in
the light of the circumstances  under which they were made, not misleading;  but
in each case,  only if and to the extent that such untrue  statement  or alleged
untrue statement or omission or alleged omission was made in reliance upon or in
conformity  with  written  information  furnished  to the Company by such Holder
specifically  for use in the  preparation of the Offering  Documents or any such
Blue Sky Application;  and will reimburse the Company, each underwriter and each
such controlling person for any legal or other expenses  reasonably  incurred by
each of them in connection with investigating or defending any such loss, claim,
damage,  liability or action provided that such loss, claim, damage or liability
is found ultimately to arise out of or be based upon the circumstances described
in this Subsection 5.4.1.1.

               5.4.1.2.  Procedure.  Promptly  after  receipt by an  indemnified
party under this Section 5.4.1 of notice of the commencement of any action, such
indemnified  party will, if a claim in respect thereof is to be made against any
indemnifying party under this Section 5.4.1,  notify in writing the indemnifying
party  of  the  commencement   thereof;  and  the  omission  so  to  notify  the
indemnifying  party will relieve the indemnifying party from any liability under
this Section 5.4.1 as to the particular item for which  indemnification  is then
being  sought,  but not  from  any  other  liability  which  it may  have to any
indemnified  party.  In case any such action is brought  against any indemnified
party, and it notifies an indemnifying  party of the commencement  thereof,  the
indemnifying  party will be entitled to participate  therein,  and to the extent
that it may wish, jointly with any other indemnifying party, similarly notified,
to assume the  defense  thereof,  with  counsel  who shall be to the  reasonable
satisfaction of such  indemnified  party, and after notice from the indemnifying

<PAGE>

party to such  indemnified  party  of its  election  so to  assume  the  defense
thereof,  the indemnifying  party will not be liable to such  indemnified  party
under this paragraph 5.4.1 for any legal or other expenses subsequently incurred
by such  indemnified  party in  connection  with the defense  thereof other than
reasonable  costs of  investigation.  Any such  indemnifying  party shall not be
liable to any such  indemnified  party on account of any settlement of any claim
or action effected without the consent of such indemnifying party.

               5.4.1.3.  Contribution.  If the  indemnification  provided for in
this Section 5.4.1 is  unavailable  to any  indemnified  party in respect to any
losses, claims,  damages,  liabilities or expenses referred to therein, then the
indemnifying  party,  in lieu  of  indemnifying  such  indemnified  party,  will
contribute to the amount paid or payable by such indemnified  party, as a result
of such losses, claims,  damages,  liabilities or expenses in such proportion as
is appropriate to reflect the relative fault of the Company on the one hand, and
of the Holder of the Registrable  Securities who seeks contribution or from whom
contribution  is sought on the other hand, in connection  with the statements or
omissions  which  resulted  in such  losses,  claims,  damages,  liabilities  or
expenses as well as any other relevant  equitable  considerations.  The relative
fault of the  Company  on the one  hand,  and  such  Holder  of the  Registrable
Securities on the other hand,  will be determined with reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission to state a material fact relates to information supplied by the Company
or the Holder, and their relative intent,  knowledge,  access to information and
opportunity to correct or prevent such statement or omission.

               5.4.1.4.  Equitable  Considerations.  The  Company and the Holder
agree that it would not be just and equitable if  contribution  pursuant to this
Section 5.4.1 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 the immediately preceding paragraph.

          5.4.2.  Exercise  of  Purchase  Options.  Nothing  contained  in  this
Purchase  Option shall be construed as requiring the Holder(s) to exercise their
Purchase  Options  prior to or after  the  initial  filing  of any  registration
statement or the effectiveness thereof.

          5.4.3.    Intentionally Deleted.

          5.4.4.  Documents  Delivered To Holders.  The Company shall furnish to
each of the Holder(s)  participating  in any of the  foregoing  offerings and to
each underwriter of any such offering,  if any, a signed counterpart,  addressed
to each of such  Holder(s) or  underwriter,  of (i) an opinion of counsel to the
Company,  dated the effective date of such registration  statement (and, if such
registration includes an underwritten public offering, an opinion dated the date
of the closing under any underwriting  agreement related thereto),  and (ii), if
the offering results from the exercise of the demand registration right provided
in Section 5.1 or the exercise of the similar, but limited "demand" registration
right  provided  in Section  5.2  because  the  Holder(s)  were  unable to avail
themselves of their  "piggyback"  registration  right, a "cold  comfort"  letter
dated  the  effective  date  of  such  registration   statement  (and,  if  such
registration  includes an underwritten public offering,  a letter dated the date
of the  closing  under the  underwriting  agreement)  signed by the  independent
public  accountants  who  have  issued  a  report  on  the  Company's  financial

<PAGE>

statements  included  in such  registration  statement,  in each  case  covering
substantially the same matters with respect to such registration  statement (and
the prospectus  included therein) and, in the case of such accountants'  letter,
with respect to events subsequent to the date of such financial  statements,  as
are  customarily  covered in opinions of  issuer's  counsel and in  accountants'
letters   delivered  to  underwriters  in  underwritten   public   offerings  of
securities.  The Company  shall also deliver  promptly to each of the  Holder(s)
participating in the offering  requesting same the  correspondence and memoranda
described  below and to the managing  underwriter  copies of all  correspondence
between  the  Commission  and the  Company,  its  counsel  or  auditors  and all
memoranda  relating to discussions with the Commission or its staff with respect
to the registration  statement and permit each Holder and underwriter to do such
investigation,  upon  reasonable  advance  notice,  with respect to  information
contained in or omitted from the  registration  statement as it deems reasonably
necessary  to comply with  applicable  securities  laws or rules of the National
Association of Securities  Dealers,  Inc.  ("NASD").  Such  investigation  shall
include access to books, records and properties and opportunities to discuss the
business of the Company with its officers and independent auditors,  all to such
reasonable  extent  and at  such  reasonable  times  as any  such  Holder  shall
reasonably request.

          5.4.5.  Underwriting  Agreement.  The  Company  shall  enter  into  an
underwriting  agreement  with  the  managing   underwriter(s)  selected  by  any
Holder(s) whose Registrable  Securities are being registered pursuant to Section
5. 1. Any such  underwriters  shall be reasonably  satisfactory  to the Company.
Such  agreement  shall be reasonably  satisfactory  in form and substance to the
Company,  each Holder and such managing  underwriter(s),  and shall contain such
representations, warranties and covenants by the Company and such other terms as
are  customarily  contained in agreements of that type.  The Holder(s)  shall be
parties to any underwriting  agreement relating to an underwritten sale of their
Registrable  Securities  and may, at their  option,  require that any or all the
representations,  warranties  and covenants of the Company to or for the benefit
of such  underwriter(s)  shall  also be  made  to and  for the  benefit  of such
Holder(s).  Such Holder(s) shall not be required to make any  representations or
warranties to or  agreements  with the Company or the  underwriter(s)  except as
they may  relate  to such  Holder(s),  their  Registrable  Securities  and their
intended methods of distribution.

          5.4.6.  Documents To Be Delivered By Holder(s).  Each of the Holder(s)
participating  in any of the foregoing  offerings shall furnish to the Company a
completed  and  executed   questionnaire  provided  by  the  Company  requesting
information customarily sought of selling security holders.

6. Adjustments to Exercise Price and Number of Securities.

     6.1.  Subdivision  And  Combination.  In case the Company shall at any time
subdivide or combine the outstanding  shares of Common Stock, the Exercise Price
shall  forthwith  be  proportionately  decreased in the case of  subdivision  or
increased in the case of combination.

     6.2.  Adjustment In Number Of Shares.  Upon each adjustment of the Exercise
Price  pursuant  to the  provisions  of this  Section 6, the number of shares of
Common  Stock  issuable  upon the  exercise  of this  Purchase  Option  shall be
adjusted to the nearest full number  obtained by multiplying  the Exercise Price
in effect immediately prior to such adjustment by the number of shares of Common

<PAGE>

Stock issuable upon exercise of this Purchase Option  immediately  prior to such
adjustment and dividing the product so obtained by the adjusted Exercise Price.

     6.3.  Definition of Common Stock.  For the purpose of this Purchase Option,
the term "Common  Stock" shall mean (i) the class of stock  designated as Common
Stock in the Certificate of  Incorporation of the Company as amended through the
date hereof, or (ii) any other class of stock resulting from successive  changes
or  reclassifications  of such Common Stock consisting  solely of changes in par
value,  or from par value to no par value, or from no par value to par value. In
the event that the Company  shall after the date hereof  issue  securities  with
greater or superior voting rights than the shares of Common Stock outstanding as
of the date hereof,  the Holder, at its option, may receive upon exercise of any
Purchase  Option  either  shares  of  Common  Stock  or a like  number  of  such
securities with greater or superior voting rights.

     6.4. Merger Or  Consolidation.  In case of any consolidation of the Company
with,  or merger of the Company  with,  or merger of the Company  into,  another
corporation  (other than a consolidation  or merger which does not result in any
reclassification  or change of the  outstanding  Common Stock),  the corporation
formed by such consolidation or merger shall execute and deliver to the Holder a
supplemental  Purchase Option  providing that the holder of each Purchase Option
then outstanding or to be outstanding shall have the right thereafter (until the
stated  expiration  of such Purchase  Option) to receive,  upon exercise of such
Purchase Option, the kind and amount of shares of stock and other securities and
property receivable upon such consolidation or merger, by a holder of the number
of shares of Common  Stock of the Company for which such  Purchase  Option might
have been exercised  immediately prior to such  consolidation,  merger,  sale or
transfer.  Such supplemental Purchase Option shall provide for adjustments which
shall be identical to the adjustments provided in Section 6. The above provision
of this Section shall similarly apply to successive consolidations or mergers.

     6.5.  Non-Cash  Dividends  And Other  Distributions.  In the event that the
Company shall at any time prior to the exercise of all Purchase  Options declare
a dividend (other than the payment of cash dividends) or otherwise distribute to
its  stockholders  any assets,  property,  rights,  evidences  of  indebtedness,
securities (other than shares of Common Stock), whether issued by the Company or
by  another,  or any other  thing of value,  the  Holder(s)  of the  unexercised
Purchase  Options  shall  thereafter  be entitled,  in addition to the shares of
Common  Stock or other  securities  and  property  receivable  upon the exercise
thereof,  to receive,  upon the  exercise  of such  Purchase  Options,  the same
property,  assets,  rights,  evidences of indebtedness,  securities or any other
thing of value that they would have been entitled to receive at the time of such
dividend  or  distribution  as  if  the  Purchase  Options  had  been  exercised
immediately  prior to such  dividend  or  distribution.  At the time of any such
dividend or distribution,  the Company shall make appropriate reserves to ensure
the timely performance of the provisions of this Section 6.5.

     6.6. Elimination Of Fractional Interests. The Company shall not be required
to issue certificates  representing fractions of shares of Common Stock upon the
exercise of the Purchase Option,  nor shall it be required to issue scrip or pay
cash in lieu of any  fractional  interests,  it being the intent of the  parties
that all fractional interests shall be eliminated by rounding any fraction up or

<PAGE>

down to the nearest whole number of shares of Common Stock or other  securities,
properties or rights.

7.  Reservation  And Listing.  The Company  shall at all times  reserve and keep
available out of its authorized  shares of Common Stock,  solely for the purpose
of issuance  upon  exercise of the  Purchase  Options,  such number of shares of
Common Stock or other securities, properties or rights as shall be issuable upon
the exercise  thereof.  The Company  covenants and agrees that, upon exercise of
the Purchase  Options and payment of the Exercise Price therefor,  all shares of
Common Stock and other securities  issuable upon such exercise shall be duly and
validly  issued,  fully paid and  non-assessable  and not subject to  preemptive
rights of any stockholder. As long as the Purchase Options shall be outstanding,
the Company  shall use its best  efforts to cause all (i) shares of Common Stock
issuable upon exercise of the Purchase Options to be listed (subject to official
notice of issuance) on all securities  exchanges  (or, if applicable,  qualified
for  quotation  on NASDAQ) on which the Common  Stock of the Company may then be
listed and/or  qualified for  quotation;  and during any period of time in which
such shares of Common Stock  issuable upon exercise of the Purchase  Options are
not so listed and/or  qualified for  quotation,  the period of time in which the
Purchase  Options may be exercised shall be extended for a corresponding  period
of time.

8.   Certain Notice Requirements.

     8.1. Holder's Right To Receive Notice. Nothing herein shall be construed as
conferring upon the Holders the right to vote or consent or to receive notice as
a stockholder  for the election of directors or any other  matter,  or as having
any rights whatsoever as a stockholder of the Company.  If, however, at any time
prior to the expiration of the Purchase  Options and their exercise,  any of the
events  described  in  Section  8.2 shall  occur,  then,  in one or more of said
events,  the Company  shall give written  notice of such event at least  fifteen
days  prior to the  date  fixed as a  record  date or the  date of  closing  the
transfer  books  for the  determination  of the  stockholders  entitled  to such
dividend,  distribution,  conversion or exchange of  securities or  subscription
rights, or entitled to vote on such proposed dissolution,  liquidation,  winding
up or sale.  Such  notice  shall  specify  such  record  date or the date of the
closing of the transfer books, as the case may be.

     8.2.  Events  Requiring  Notice.  The Company shall be required to give the
notice described in this Section 8 upon one or more of the following events: (i)
if the Company  shall take a record of the holders of its shares of Common Stock
for the purpose of entitling them to receive a dividend or distribution  payable
otherwise  than in cash, or a cash dividend or  distribution  payable  otherwise
than out of retained earnings,  as indicated by the accounting treatment of such
dividend or distribution on the books of the Company,  or (ii) the Company shall
offer to all the holders of its Common  Stock any  additional  shares of capital
stock of the Company or securities  convertible  into to exchangeable for shares
of capital  stock of the Company,  or any option,  right or warrant to subscribe
therefor,  or (iii) a  dissolution,  liquidation  or winding  up of the  Company
(other than in connection  with a  consolidation  or merger) or a sale of all or
substantially all of its property, assets and business shall be proposed.

     8.3. Notice Of Change In Exercise Price. The Company shall,  promptly after
an event  requiring a change in the Exercise Price pursuant to Section 6 hereof,
send notice to the Holders of such event and change ("Price Notice").  The Price

<PAGE>

Notice shall describe the event causing the change and the method of calculating
same and  shall  be  certified  as being  true  and  accurate  by the  Company's
President and Chief Financial Officer.

     8.4.  Transmittal  Of Notices.  All notices,  requests,  consents and other
communications  under this  Purchase  Option  shall be in  writing  and shall be
deemed to have been duly made when hand delivered,  or mailed by express mail or
private courier service: (i) If to the registered Holder of the Purchase Option,
to the address of such Holder as shown on the books of the  Company,  or (ii) if
to the Company, to following address or to such other address as the Company may
designate by notice to the Holders:  Software Publishing  Corporation  Holdings,
Inc., 111 North Market Street, San Jose, California 95113.

9.   Miscellaneous.

     9.1.  Amendments.  Any amendment or  modification  of this Purchase  Option
shall require the written  consent signed by the party against whom  enforcement
of the modification or amendment is sought.

     9.2.  Headings.  The headings  contained herein are for the sole purpose of
convenience  of reference,  and shall not in any way limit or affect the meaning
or interpretation of any of the terms or provisions of this Purchase Option.

     9.3.  Entire  Agreement.  This  Purchase  Option  (together  with the other
agreements and documents being delivered  pursuant to or in connection with this
Purchase  Option)  constitutes  the entire  agreement of the parties hereto with
respect to the subject  matter hereof,  and supersedes all prior  agreements and
understandings  of the parties,  oral and  written,  with respect to the subject
matter hereof.

     9.4. Binding Effect. This Purchase Option shall inure solely to the benefit
of and shall be binding  upon,  the Holder and the Company  and their  permitted
assignees,  respective  successors,  legal  representatives and assigns,  and no
other person  shall have or be  construed to have any legal or equitable  right,
remedy or claim under or in respect of or by virtue of this  Purchase  Option or
any provisions herein contained.

     9.5. Governing Law;  Submission To Jurisdiction Venue. This Purchase Option
shall be governed by and construed  and enforced in accordance  with the laws of
the State of New York,  without  giving  effect to conflict  of laws  principles
thereof or the actual  domiciles  of the  parties.  The  Company  and the Holder
hereby agree that any action, proceeding or claim against either of them arising
out of, or  relating  in any way to this  Purchase  Option  shall be brought and
enforced in any of the courts of the State of New York in New York  County,  New
York, or the United States District Court for the Southern District of New York,
and irrevocably submits to such jurisdiction.  The Company and the Holder hereby
waive any  objection  to such  jurisdiction  and that such courts  represent  an
inconvenient  forum. Any process or summons to be served upon the Company or the
Holder may be served by  transmitting  a copy thereof by registered or certified
mail, return receipt requested,  postage prepaid, addressed to it at the address
set forth in Section 8 hereof  with  respect to the Company and to the Holder at

<PAGE>

the following  address:  c/o M.S. Farrell & Co., Inc., 67 Wall Street, New York,
New York 10005,  or such other  address as the Holder may so notify the Company.
Such  mailing  shall be deemed  personal  service and shall be legal and binding
upon the Company and the Holder in any action, proceeding or claim.

     9.6.  Waiver,  Etc. The failure of the Company or the Holder to at any time
enforce any of the  provisions  of this  Purchase  Option shall not be deemed or
construed  to be a waiver of any such  provision,  nor to in any way  affect the
validity of this  Purchase  Option or any  provision  hereof or the right of the
Company or any Holder to  thereafter  enforce  each and every  provision of this
Purchase Option. No waiver of any breach,  non-compliance or  non-fulfillment of
any of the  provisions  of this  Purchase  Option shall be effective  unless set
forth in a written  instrument  executed by the party or parties against whom or
which  enforcement  of such waiver is sought;  and no waiver of any such breach,
non-compliance or non-fulfillment shall be construed or deemed to be a waiver of
any other or subsequent breach, non-compliance or non-fulfillment.

     9.7.  Absolute Owner. The Company may deem and treat the registered  holder
of  this  Purchase  Option  as  the  absolute  owner  of  this  Purchase  Option
(notwithstanding  any  notations of ownership or writing  hereon made by anyone)
for all purposes and shall not be affected by any notice to the contrary.

<PAGE>


     IN WITNESS  WHEREOF,  the  Company has caused  this  Purchase  Option to be
signed by its duly authorized officer as of the ___ day of ______, _____.


                              SOFTWARE PUBLISHING CORPORATION
                                   HOLDINGS, INC.


                              By:  ___________________________________
                                   Mark E. Leininger
                                   President


ATTEST:


-------------------------------
Marc E. Jaffe, Secretary


<PAGE>


Form to be used to exercise Purchase Option:



Date: _______________________, 199___



     The undersigned  hereby elects  irrevocably to exercise the within Purchase
Option  and to  purchase  _______________  Shares  of Common  Stock of  SOFTWARE
PUBLISHING CORPORATION HOLDINGS,  INC. and hereby makes payment of $________ (at
the rate of $____ per Share) in payment of the Exercise Price pursuant  thereto.
Please  issue the  Shares of Common  Stock as to which this  Purchase  Option is
exercised in accordance with the instructions given below.


                                   -----------------------------------
                                   Signature


                                   -----------------------------------
                                   Signature Guaranteed




<PAGE>


          INSTRUCTIONS FOR REGISTRATION OF SECURITIES



Name: __ ___________________________________________________________________
                         (Print in Block Letters)

Address:____________________________________________________________________

Social Security Or Taxpayer Identification Number: ______________


NOTICE: The signature to this form must correspond with the name as written upon
the face of the within Purchase Option in every particular without alteration or
enlargement or any change  whatsoever,  and must be guaranteed by a bank,  other
than a savings bank,  or by a trust company or by a firm having  membership on a
registered national securities exchange.



<PAGE>


Form to be used to assign Purchase Option:



                           ASSIGNMENT

     (To be executed by the registered Holder to effect a transfer of the within
Purchase Option):

     FOR VALUE  RECEIVED,  __________________________________  does hereby sell,
assign and  transfer  unto  ____________________________  the right to  purchase
____________  Shares of SOFTWARE  PUBLISHING  CORPORATION  HOLDINGS,  INC.  (the
"Company") evidenced by the within Purchase Option and does hereby authorize the
Company to transfer such right on the books of the Company.



Date:___________________, 199___


                                   -------------------------------
                                   Signature


                                   -------------------------------
                                   Signature Guaranteed



NOTICE: The signature to this form must correspond with the name as written upon
the face of the within Purchase Option in every particular without alteration or
enlargement or any change  whatsoever,  and must be guaranteed by a bank,  other
than a savings bank,  or by a trust company or by a firm having  membership on a
registered national securities exchange.