VOID AFTER DECEMBER 16, 2005
               WARRANT TO PURCHASE 600,000 SHARES OF COMMON STOCK


                        WARRANT TO PURCHASE COMMON STOCK
                                       of
                 SOFTWARE PUBLISHING CORPORATION HOLDINGS, INC.


          THIS WARRANT AND THE SHARES OF COMMON  STOCK  ISSUABLE  UPON  EXERCISE
     HEREOF  HAVE NOT BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT OF 1933,  AS
     AMENDED. THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE
     OF THIS WARRANT HAVE BEEN ACQUIRED FOR  INVESTMENT  PURPOSES AND NOT WITH A
     VIEW TO DISTRIBUTION  OR RESALE,  AND MAY NOT BE SOLD,  ASSIGNED,  PLEDGED,
     HYPOTHECATED  OR OTHERWISE  TRANSFERRED  WITHOUT AN EFFECTIVE  REGISTRATION
     STATEMENT FOR THIS WARRANT  AND/OR SUCH SHARES UNDER THE  SECURITIES ACT OF
     1933, AS AMENDED,  AND APPLICABLE  STATE  SECURITIES  LAWS OR AN OPINION OF
     COUNSEL  SATISFACTORY  TO THE ISSUER OF THIS WARRANT AND SUCH SHARES TO THE
     EFFECT  THAT  REGISTRATION  IS NOT  REQUIRED  UNDER SUCH ACT AND SUCH STATE
     SECURITIES LAWS.


Warrant Certificate No. ML-1

     This is to Certify That, for value received,  Regency Investment  Partners,
the registered holder hereof,  or its registered  assigns (the registered holder
or  assigns  are being  referred  to  hereinafter  as the  "Warrantholder"),  is
entitled to purchase  from Software  Publishing  Corporation  Holdings,  Inc., a
Delaware  corporation (the "Company"),  subject to the provisions of this Common
Stock  Warrant  Certificate,  at any  time  and  from  time to time on or  after
December 17, 1998 (the  "Exercise  Date"),  and before 5:00 p.m.,  New York City
time,  on December 16, 2005 (the  "Expiration  Time"),  at the price of $.75 per
share (as adjusted as herein  provided,  the  "Exercise  Price"),  up to 600,000
shares of the common stock, par value $.001 per share (the "Common  Stock"),  of
the Company (such number of shares of Common Stock purchasable upon the exercise
of this  Warrant  Certificate,  as



<PAGE>

adjusted  from time  to  time  pursuant to the provisions hereinafter set forth,
are referred to in this Warrant Certificate as the "Warrant Shares").

     The  number  of  Warrants  (the  "Warrants")   evidenced  by  this  Warrant
Certificate (the "Warrant  Certificate"),  the number and character of shares of
Warrant  Shares and the Exercise  Price are subject to  adjustment  from time to
time as provided herein.

     The terms of the Warrants are as follows:

1.   Exercise of Warrants.

          (a) Subject to the  provisions of Paragraph  1(e) below,  the Warrants
may be exercised, in whole or in part, commencing on the Exercise Date and on or
prior to the Expiration Time by surrendering this Warrant Certificate,  with the
purchase form provided for herein duly executed by the  Warrantholder  or by the
Warrantholder's duly authorized attorney-in-fact, at the principal office of the
Company,  presently located at 3A Oak Road,  Fairfield,  New Jersey 07004, or at
such other office or agency in the United States as the Company may designate by
notice in writing to the Warrantholder (in either event, the "Company Offices"),
accompanied by payment in full, either in the form of cash, bank cashier's check
or certified  check payable to the order of the Company,  of the Exercise  Price
payable in respect of the  Warrants  being  exercised.  If fewer than all of the
Warrants are  exercised,  the Company  shall,  upon each  exercise  prior to the
Expiration  Time,  execute  and  deliver  to  the  Warrantholder  a new  Warrant
Certificate  (dated the date hereof) evidencing the balance of the Warrants that
remain exercisable.

          (b)  On the  date  of  exercise  of the  Warrants,  the  Warrantholder
exercising  same  shall be deemed to have  become  the  holder of record for all
purposes of the Warrant Shares to which the exercise relates.

          (c) As soon as practicable,  but not in excess of ten days,  after the
exercise of all or part of the Warrants,  the Company, at its expense (including
the payment by it of any applicable issue taxes), will cause to be issued in the
name  of and  delivered  to the  Warrantholder  a  certificate  or  certificates
evidencing  the number of fully-paid and  nonassessable  Warrant Shares to which
the Warrantholder shall be entitled upon such exercise.

          (d) No certificates for fractional Warrant Shares shall be issued upon
the exercise of the  Warrants  but, in lieu  thereof,  the Company  shall,  upon
exercise  of all the  Warrants,  round up any  fractional  Warrant  Share to the
nearest whole share of Common Stock.

          (e)  Notwithstanding  anything to the contrary contained herein,  this
Warrant may be exercised (a) with respect to 500,000 Warrant Shares, at any time
and from  time to time  commencing  the  Exercise  Date and  terminating  at the
Expiration  Time, and (b) with respect to the

                                      -2-

<PAGE>

balance of 100,000 Warrant Shares, at any time and from time to time  commencing
six months from the Exercise Date and terminating at the Expiration Time.

     2.   Issuance of Common Stock; Reservation of Shares.

          (a) The Company covenants and agrees that all Warrant Shares which may
be issued upon the exercise of all or part of the Warrants  will,  upon issuance
in  accordance  with  the  terms  hereof,  be  validly  issued,  fully-paid  and
nonassessable  and free from all taxes,  liens and charges  with  respect to the
issue thereof.

          (b) The  Company  further  covenants  and agrees that if any shares of
Common Stock to be reserved  for the purpose of the  issuance of Warrant  Shares
upon the exercise of Warrants  require  registration  with,  or approval of, any
governmental  authority under any federal or state law before such shares may be
validly issued or delivered  upon  exercise,  then the Company will promptly use
its best efforts to effect such  registration  or obtain such  approval,  as the
case may be.

     3.   Adjustments of Exercise Price, Number and Character of Warrant Shares,
          and Number of Warrants.

          The Exercise Price the number and kind of securities  purchasable upon
the exercise of each Warrant  shall be subject to  adjustment  from time to time
upon the happening of the events enumerated in this Section 3.

          (a)  Stock Dividends, Subdivisions and Combinations. If after the date
hereof the Company shall:

                    (i) pay a  dividend  or make a  distribution  in  shares  of
     Common Stock to holders of its capital stock of any class;

                    (ii)  subdivide the  outstanding  shares of its Common Stock
     into a larger number of shares;

                    (iii)  combine the  outstanding  shares of its Common  Stock
     into a smaller number of shares; or

                    (iv) issue by reclassification of its shares of Common Stock
     any shares of capital stock of the Company;

then  the  Exercise  Price  shall  be  adjusted  to  that  price  determined  by
multiplying  the Exercise Price in effect  immediately  prior to such event by a
fraction  (i) the  numerator  of which  shall be the  total  number of shares of
Common  Stock  outstanding   immediately  prior  to  such  event  and  (ii)  the
denominator  of which  shall be the total  number  of  shares  of  Common  Stock
outstanding  immediately  after such event.  An adjustment made pursuant to this
Paragraph 3(a) shall become effective  immediately after the record date, in the
case of a dividend or  distribution,  and the  effective  date, in the case of a
subdivision, combination or reclassification.

                                      -3-

<PAGE>

          (b)  Extraordinary  Dividends.  In case the  Company  shall  declare a
dividend  upon its Common Stock  (except a dividend  payable in shares of Common
Stock  referred  to in clause (i) of  Paragraph  3(a) or a  dividend  payable in
warrants,  rights  or  convertible  securities  (payable  otherwise  than out of
retained  earnings),  the  Exercise  Price in  effect  immediately  prior to the
declaration of such dividend shall be reduced by an amount equal, in the case of
a dividend in cash, to the amount  thereof  payable per share of Common Stock to
the extent otherwise than out of retained  earnings or, in the case of any other
dividend,  to the fair value  thereof per share of Common Stock as determined in
good faith by the Board of Directors of the Company;  provided, that in no event
shall the  Exercise  Price be reduced to less than the then current par value of
the Common  Stock per  share.  For the  purposes  of the  foregoing,  a dividend
payable  other than in cash or capital  stock of the Company shall be considered
payable out of retained  earnings only to the extent that such retained earnings
are charged an amount equal to the fair value of such  dividend as determined by
the Board of Directors of the Company.  Such  reduction  shall take effect as of
the date on which a record is taken for the  purpose  of such  dividend  or if a
record is not taken,  the date as of which the  holders  of the Common  Stock of
record entitled to such dividend are to be determined.  Appropriate readjustment
of the Exercise  Price shall be made in the event that any dividend  referred to
in this Paragraph 3(b) shall be lawfully abandoned.

          (c) Minimum Adjustment.  Except as hereinafter provided, no adjustment
of the Exercise Price hereunder  shall be made if such  adjustment  results in a
change of the  Exercise  Price  then in effect of less than one cent  ($.01) per
share.  Any  adjustment  of less than one cent ($.01) per share of any  Exercise
Price  shall be carried  forward  and shall be made at the time of and  together
with any subsequent adjustment which, together with adjustment or adjustments so
carried  forward,  amounts to one cent ($.01) per share or more.  However,  upon
exercise  of this  Warrant  Certificate,  the Company  shall make all  necessary
adjustments (to the nearest cent) not theretofore  made to the Exercise Price up
to and  including  the  effective  date upon which this Warrant  Certificate  is
exercised.

          (d)  Notice of  Adjustments.  Whenever  the  Exercise  Price  shall be
adjusted  pursuant  to this  Section 3, the  Company  shall  promptly  deliver a
certificate  signed by the President or a Vice President and by the Treasurer or
an  Assistant  Treasurer  or the  Secretary  or an  Assistant  Secretary  of the
Company,   setting  forth,  in  reasonable   detail,  the  event  requiring  the
adjustment,  the amount of the  adjustment,  the method by which such adjustment
was  calculated  (including  a  description  of the  basis on which the Board of
Directors of the Company made any determination  hereunder), by first class mail
postage prepaid to each Holder.

          (e) Capital  Reorganizations and Other  Reclassifications.  In case of
any capital  reorganization of the Company,  or of any  reclassification  of the
shares  of  Common  Stock  (other  than  a   reclassification,   subdivision  or
combination of shares of Common Stock referred to in Paragraph 3(a)), or in case
of the  consolidation of the Company with, or the merger of the Company with, or
merger of the Company into, any other corporation (other than a reclassification
of the shares of Common Stock referred to in Paragraph  3(a) or a  consolidation
or  merger  which  does not  result  in any  reclassification  or  change of the
outstanding  shares of Common Stock) or of the sale of the properties and assets
of the Company as, or substantially  as, an entirety to any other corporation or
entity, each Warrant shall, after such capital reorganization,  reclassification
of shares of Common

                                      -4-

<PAGE>

Stock,  consolidation,   merger,  or  sale,  be exercisable,  upon the terms and
conditions  specified  in this  Warrant  Certificate,  for the kind,  amount and
number of shares or other  securities,  assets, or cash to which a holder of the
number  of  shares  of Common  Stock  purchasable  (at the time of such  capital
reorganization,  reclassification  of  shares of  Common  Stock,  consolidation,
merger or sale)  upon  exercise  of such  Warrant  would have been  entitled  to
receive upon such capital  reorganization,  reclassification of shares of Common
Stock,  consolidation,  merger, or sale; and in any such case, if necessary, the
provisions  set forth in this Section 3 with respect to the rights and interests
thereafter  of the  Warrantholder  shall be  appropriately  adjusted so as to be
applicable, as nearly equivalent as possible, to any shares or other securities,
assets,  or cash  thereafter  deliverable  on the exercise of the Warrants.  The
Company shall not effect any such  consolidation,  merger, or sale, unless prior
to or simultaneously with the consummation thereof the successor  corporation or
entity (if other than the Company)  resulting from such  consolidation or merger
or the  corporation  or  entity  purchasing  such  assets  or other  appropriate
corporation  or entity shall assume,  by written  instrument,  the obligation to
deliver to the  Warrantholder  such shares,  securities,  assets, or cash as, in
accordance  with the  foregoing  provisions,  such  holders  may be  entitled to
purchase and the other obligations hereunder.  The subdivision or combination of
shares of Common Stock at any time  outstanding  into a greater or lesser number
of shares shall not be deemed to be a  reclassification  of the shares of Common
Stock for purposes of this Paragraph 3(e).

          (f) Adjustments to Other Securities. In the event that at any time, as
a result of an  adjustment  made  pursuant to this Section 3, the  Warrantholder
shall become  entitled to purchase any shares or securities of the Company other
than the shares of Common Stock,  thereafter  the number of such other shares or
securities so  purchasable  upon exercise of each Warrant and the exercise price
for such shares or securities  shall be subject to adjustment  from time to time
in a manner and on terms as nearly equivalent as possible to the provisions with
respect to the shares of Common Stock  contained in Paragraphs 3(a) through (e),
inclusive.

          (g)   Deferral   of   Issuance   of   Additional   Shares  in  Certain
Circumstances.  In any  case in  which  this  Section  3 shall  require  that an
adjustment  in the  Exercise  Price be made  effective as of a record date for a
specified  event,  the Company may elect to defer until the  occurrence  of such
event issuing to the  Warrantholder  exercised after such record date the shares
of Common Stock, if any,  issuable upon such exercise over and above the Warrant
Shares,  if any,  issuable upon such exercise on the basis of the Exercise Price
in effect prior to such adjustment;  provided,  however,  that the Company shall
deliver as soon as  practicable  to such holder a due bill or other  appropriate
instrument  provided by the Company  evidencing  such holder's  right to receive
such  additional  shares  of  Common  Stock  upon the  occurrence  of the  event
requiring such adjustment.

     4.   Definition of Common Stock.

          The Common Stock  issuable upon exercise of the Warrants  shall be the
Common Stock as constituted  on the date hereof except as otherwise  provided in
Section 3.

                                      -5-

<PAGE>

     5. Notices of Record Date, etc.

          In the event the Company shall propose to take any action of the types
requiring an adjustment of the Exercise  Price or the number or character of the
Warrant Shares or Warrants  pursuant to Section 3 or a dissolution,  liquidation
or winding up of the Company  (other than in  connection  with a  consolidation,
merger,  or  sale  of all or  substantially  all of its  property,  assets,  and
business as an  entirety)  shall be proposed,  the Company  shall give notice to
each  Warrantholder  as provided in Section 10, which  notice shall  specify the
record date,  if any, with respect to any such action and the date on which such
action is to take  place.  Such  notice  shall  also set forth  such  facts with
respect thereto as shall be reasonably  necessary to indicate the effect of such
action (to the extent  such  effect may be known at the date of such  notice) on
the Exercise Price and the number,  kind or class of shares or other  securities
or property which shall be  deliverable  or  purchasable  upon the occurrence of
such action or deliverable upon the exercise of the Warrants. In the case of any
action which will require the fixing of a record date, unless otherwise provided
in this  Warrant  Certificate,  such notice  shall be given at least twenty days
prior to the date so fixed,  and in case of all other action,  such notice shall
be given at least thirty days prior to the taking of such proposed action.

     6.   Replacement of Securities.

          If this  Warrant  Certificate  shall be  lost,  stolen,  mutilated  or
destroyed,  the Company shall, on such terms as to indemnity or otherwise as the
Company may in its discretion reasonably impose, issue a new certificate of like
tenor or date  representing  in the  aggregate  the right to  subscribe  for and
purchase  the number of shares of Common Stock which may be  subscribed  for and
purchased  hereunder.  Any such new  certificate  shall  constitute  an original
contractual  obligation  of the  Company,  whether  or not the  allegedly  lost,
stolen,  mutilated  or  destroyed  Warrant  Certificate  shall  be at  any  time
enforceable by anyone.

     7.   Registration.

          This Warrant  Certificate,  as well as all other warrant  certificates
representing  Warrants  shall be numbered and shall be  registered in a register
(the "Warrant  Register")  maintained at the Company  Office as they are issued.
The Warrant  Register shall list the name,  address and Social Security or other
Federal Identification Number, if any, of all Warrantholders.  The Company shall
be entitled to treat the  Warrantholder  as set forth in the Warrant Register as
the owner in fact of the  Warrants  as set forth  therein for all  purposes  and
shall not be bound to recognize  any  equitable or other claim to or interest in
such  Warrant on the part of any other  person,  and shall not be liable for any
registration  of transfer of Warrants that are registered or to be registered in
the name of a  fiduciary  or the  nominee of a  fiduciary  unless  made with the
actual  knowledge that a fiduciary or nominee is committing a breach of trust in
requesting such  registration of transfer,  or with such knowledge of such facts
that its participation therein amounts to bad faith.

                                      -6-

<PAGE>

     8.   Transfer.

          THIS WARRANT AND THE SHARES OF COMMON  STOCK  ISSUABLE  UPON  EXERCISE
     HEREOF  HAVE NOT BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT OF 1933,  AS
     AMENDED. THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE
     OF THIS WARRANT HAVE BEEN ACQUIRED FOR  INVESTMENT  PURPOSES AND NOT WITH A
     VIEW TO DISTRIBUTION  OR RESALE,  AND MAY NOT BE SOLD,  ASSIGNED,  PLEDGED,
     HYPOTHECATED  OR OTHERWISE  TRANSFERRED  WITHOUT AN EFFECTIVE  REGISTRATION
     STATEMENT FOR THIS WARRANT  AND/OR SUCH SHARES UNDER THE  SECURITIES ACT OF
     1933, AS AMENDED,  AND APPLICABLE  STATE  SECURITIES  LAWS OR AN OPINION OF
     COUNSEL  SATISFACTORY  TO THE ISSUER OF THIS WARRANT AND SUCH SHARES TO THE
     EFFECT  THAT  REGISTRATION  IS NOT  REQUIRED  UNDER SUCH ACT AND SUCH STATE
     SECURITIES LAWS.

     9.   Exchange of Warrant Certificates.

          This Warrant  Certificate may be exchanged for another  certificate or
certificates  entitling the  Warrantholder  thereof to purchase a like aggregate
number of Warrant Shares as this Warrant Certificate entitles such Warrantholder
to purchase.  A Warrantholder  desiring to so exchange this Warrant  Certificate
shall make such request in writing delivered to the Company, and shall surrender
this Warrant  Certificate  therewith.  Thereupon,  the Company shall execute and
deliver to the person entitled thereto a new certificate or certificates, as the
case may be, as so requested.

     10.  Notices.

          All notices and other communications hereunder shall be in writing and
shall be  deemed  given  when  delivered  in  person,  against  written  receipt
therefor, or two days after being sent, by registered or certified mail, postage
prepaid, return receipt requested, and, if to the Warrantholder, at such address
as is shown on the Warrant  Register or as may otherwise may have been furnished
to the Company in writing by the  Warrantholder  and, if to the Company,  at the
Company Offices.

     11.  Registration Rights.

          (a) Defined Terms. As used in this Section 11, terms defined elsewhere
herein shall have their assigned  meanings and each of the following terms shall
have the  following  meanings  (such  definitions  to be  applicable to both the
plural and singular of the terms defined):

                    (i)   Registerable   Securities.   The  term   "Registerable
     Securities"  shall mean any of the Warrant Shares,  including any shares of
     Common  Stock or other  securities  received in  connection  with any stock
     split,   stock   divided,   merger,    reorganization,    recapitalization,
     reclassification  or other distribution  payable or issuable upon shares of

                                      -7-

<PAGE>

     Common Stock. For the purposes of this Agreement,  securities will cease to
     be  Registerable  Securities  when (A) a registration  statement  under the
     Securities  Act covering  such  Registerable  Securities  has been declared
     effective and either (1) such Registerable Securities have been disposed of
     pursuant to such effective  registration  statement or (2) such Registrable
     Securities remain covered by such effective  Registration  Statement,  such
     Registerable   Securities  have  been  withdrawn  from  such   Registration
     Statement  at the  request  or  demand of the  holder of such  Registerable
     Securities or such registration statement has been withdrawn at the request
     or  demand  of  the  holder  of  such  Registerable  Securities,  (B)  such
     Registerable  Securities  are  distributed  to the public  pursuant  to the
     Securities  Act  or  pursuant  to  an  exemption   from  the   registration
     requirements  of the Securities Act,  including,  but not limited to, Rules
     144 and 144A promulgated under the Securities Act, or (C) such Registerable
     Securities have been otherwise  transferred and the Company,  in accordance
     with  applicable law and  regulations,  has delivered new  certificates  or
     other evidences of ownership for such  securities  which are not subject to
     any stop transfer order or other restriction on transfer.

                    (ii) Rightsholders.  The term "Rightsholders"  shall include
     the Warrantholder, all successors and assigns of the Warrantholder, and all
     transferees of Registerable  Securities  where such transfer  affirmatively
     includes  the  transfer  and  assignment  of the  rights of the  transferor
     Rightsholder   under  this  Agreement  with  respect  to  the   transferred
     Registerable Securities;  provided, however, the term "Rightsholders" shall
     not include any person or entity who has sold,  transferred or assigned all
     of such person's or entity's Registerable Securities.

                    (iii) The words "hereof," "herein" and "hereunder" and words
     of similar  import when used in this Section 11 shall refer to this Section
     4 as a whole and not to any  particular  provision  of this Section 11, and
     subsection,  paragraph, clause, schedule and exhibit references are to this
     Section 11 unless otherwise specified.

          (b)  Demand Registration.

                    (i) Right to Demand.  Subject to Paragraph 11(b)(ii) hereof,
     at any time on or after the Exercise Date and on or prior to two years from
     the  Expiration  Time,  the  Initiating  Holders (as  defined in  Paragraph
     11(b)(vi)  below) may make a written request (each, a "Demand  Request") to
     the Company for  registration  under the  Securities  Act of all or part of
     their Registerable Securities (each, a "Demand  Registration").  Within ten
     days after receipt of a Demand Request, the Company shall deliver a written
     notice (the  "Notice") of such Demand  Request to all other  Rightsholders.
     The Company  will  include in such  Demand  Registration  all  Registerable
     Securities  with  respect  to which  the  Company  has been  given  written
     requests (each,  "Tag-Along  Request") for inclusion  therein within twenty
     days after the giving of the Notice. Each and every Demand Request shall be
     required to specify the aggregate amount of the Registerable  Securities to
     be  included  in such  Demand  Registration,  the  amount  of  Registerable
     Securities  to be  registered  for each of the  Initiating  Holders and the
     intended  method(s) of disposition  thereof,  including whether or not such
     Demand  Registration  or portion  thereof  is to relate to an  underwritten
     offering, the name of

                                      -8-

<PAGE>

     the   managing  underwriter(s),  if  any,  and  the   terms  of  any   such
     underwriting.   Each  and  every  Tag-Along  Request  shall  be required to
     the   amount  of  Registerable   Securities  to   be  registered   in   the
     Demand  Registration  and the intended  method(s) of  disposition  thereof,
     including  whether  or not  the  Registerable  Securities  subject  to such
     Tag-Along  Request  or  portion  thereof  is to relate  to an  underwritten
     offering, the name of the managing underwriter(s), if any, and the terms of
     any such underwriting.

                    (ii) Number of Demand  Registrations;  Expenses.  Subject to
     the provisions of Paragraph  11(b)(iii) hereof, the holders of Registerable
     Securities shall be entitled, in the aggregate, to one Demand Registration,
     the Registration  Expenses (as defined in Paragraph 11(e) hereof) of which,
     subject  to the  provisions  of  Paragraph  11(e),  shall  be  borne by the
     Company,  but the Company shall not be  responsible  for the payment of any
     underwriter's discount, commission or selling concession in connection with
     any of the Registerable Securities. The Company shall not be deemed to have
     effected a Demand Registration unless and until such Demand Registration is
     declared effective.

                    (iii)     Priority on Demand Registrations.

                              (A)  Whenever  the Company  shall  effect a Demand
          Registration  in connection  with an  underwritten  offering by one or
          more  Initiating  Holders,   no  other  securities,   including  other
          Registerable Securities shall be included in such Demand Registration,
          unless (1) the  managing  underwriter(s)  with  respect to such Demand
          Registration shall have advised the Company and each Initiating Holder
          whose Registerable  Securities were included in the Demand Request, in
          writing,  that  the  inclusion  of such  other  securities  would  not
          adversely  affect  such  underwritten  offering  or  (2)  each  of the
          Initiating  Holders  shall  each  have  consented  in  writing  to the
          inclusion  of such  other  securities.  In the  event of such  written
          advice of the managing  underwriter(s)  or  unanimous  consent of such
          Initiating   Holders,   the  Company   will  include  in  such  Demand
          Registration  securities in the following  order of priority until the
          maximum  number of  securities  included in the written  advice of the
          managing  underwriter(s)  or  unanimous  consent  of  such  Initiating
          Holders shall be reached:  (1) first,  pro rata (based upon the amount
          of Registerable Securities) among the Registerable Securities included
          in the Demand Request which are subject to the underwritten  offering,
          (2)  second,   pro  rata  (based  upon  the  amount  of   Registerable
          Securities)  among the  Registerable  Securities  of the other holders
          (each, a "Rightsholder") of registration rights granted by the Company
          in  connection  with the sale of the Shares who have given a Tag-Along
          Request with respect to such Demand  Registration  where the method of
          distribution shall be pursuant to an underwritten offering, (3) third,
          pro rata (based upon the amount of Registerable  Securities) among all
          other  Registerable  Securities  included  in the Demand  Request  and
          Tag-Along  Request(s) and (4) fourth,  pro rata (based upon the amount
          of securities owned which carry  registration  rights) among all other
          securities  to which the Company has granted  registration  rights and
          for which a request for  inclusion  in the Demand  Registration  shall
          have been made.

                                      -9-

<PAGE>

                              (B)  Whenever  the Company  shall  effect a Demand
          Registration in connection with an offering of Registerable Securities
          of Initiating Holders for which the intended method(s) of distribution
          shall not  include  an  underwritten  offering,  and the  holders of a
          majority  of the  Registerable  Securities  which were  subject to the
          Demand  Request  shall  advise the  Company in  writing  that,  in the
          opinion of such Initiating Holders,  the number of securities proposed
          to be sold in such Demand  Registration  would  adversely  affect such
          offering,  the  Company  will  include  in  such  Demand  Registration
          securities in the following order of priority until the maximum number
          of  securities  included  in the  written  advice  of such  Initiating
          Holders shall be reached:  (1) first,  pro rata (based upon the amount
          of Registerable Securities) among the Registerable Securities included
          in the Demand Request,  (2) second, pro rata (based upon the amount of
          Registerable  Securities)  among the  Registerable  Securities  of the
          Rightsholders  who have given a Tag-Along Request with respect to such
          Demand Registration where the method of distribution shall be pursuant
          to an  underwritten  offering,  (3) third,  pro rata  (based  upon the
          amount  of  Registerable  Securities)  among  all  other  Registerable
          Securities included in the Demand Request and Tag-Along Request(s) and
          (4) fourth,  pro rata (based upon the amount of securities owned which
          carry  registration  rights)  among all other  securities to which the
          Company  has granted  registration  rights and for which a request for
          inclusion in the Demand Registration shall have been made.

                              (C) In the event that Initiating Holders and other
          Rightsholders  who have given a  Tag-Along  Request are unable to have
          registered  the full  amount of  Registerable  Securities  which  they
          requested to be registered  pursuant to a Demand  Request or Tag-Along
          Request,  pursuant to the  provisions of this  Paragraph  11(b),  such
          Initiating Holders and other  Rightsholders  shall retain the right to
          one Demand Registration with respect to such unregistered Registerable
          Securities subject to such Demand Request and Tag-Along Request.

                    (iv) Delay in Effecting Demand Registration. Notwithstanding
     anything  in the  foregoing  to the  contrary,  the  Company  shall  not be
     obligated to effect a Demand  Registration at any time when the Company, in
     the good faith  judgment  of its Board of  Directors  made no later than 30
     days after the giving of the Demand  Request  with  respect to such  Demand
     Registration,  reasonably  believes  that the  filing  thereof  at the time
     requested,  or the  offering  of  securities  pursuant  thereto,  would  be
     detrimental  to  the  interests  of  Company  or  its   stockholders.   The
     effectuation of a Demand Registration cannot be suspended,  pursuant to the
     provisions of the preceding sentence, for more than 120 days after the date
     of the Board's determination referenced in the preceding sentence.

                    (v)  Approval of  Underwriter  by the Company and  Placement
     Agent. If the Demand  Registration is to involve an underwritten  offering,
     the  managing  underwriter(s)  and each  selling  agent  selected  by those
     Rightsholders  participating  in each such  underwritten  offering shall be
     subject to the written  approval of the Company,  which approval may not be
     unreasonably withheld.

                                      -10-

<PAGE>

                    (vi)  "Initiating  Holders"  Defined.  For  purposes of this
     Agreement,  the term  "Initiating  Holders"  shall mean, on any given date,
     those Rightsholders  holding Registerable  Securities which would aggregate
     50% or more of the total Registerable  Securities that would be outstanding
     on such date.

          (c)  Piggy-Back Registration.

                    (i) If, at any time on or after the Exercise  Date and on or
     prior to two years from the Termination  Date, the Company proposes to file
     a  registration  statement  under the  Securities  Act with  respect  to an
     offering by the Company or any other party of any class of equity  security
     similar to any Registerable Securities (other than a registration statement
     on Form S-4 or S-8 or any successor form or a registration  statement filed
     solely  in  connection  with an  exchange  offer,  a  business  combination
     transaction   or  an  offering  of   securities   solely  to  the  existing
     stockholders or employees of the Company),  then the Company,  on each such
     occasion,  shall give written notice (each, a "Company  Piggy-Back Notice")
     of such proposed  filing to all of the  Rightsholders  owning  Registerable
     Securities  at least 30 days  before the  anticipated  filing  date of such
     registration  statement,  and such Company  Piggy-Back Notice also shall be
     required to offer to such  Rightsholders  the  opportunity to register such
     aggregate number of Registerable  Securities as each such  Rightsholder may
     request.  Each such Rightsholder shall have the right,  exercisable for the
     twenty days  immediately  following  the giving of the  Company  Piggy-Back
     Notice,  to request,  by written  notice (each,  a "Holder  Notice") to the
     Company, the inclusion of all or any portion of the Registerable Securities
     of such Rightsholders in such registration statement. The Company shall use
     reasonable  efforts  to cause the  managing  underwriter(s)  of a  proposed
     underwritten   offering  to  permit  the  inclusion  of  the   Registerable
     Securities   which  were  the  subject  of  all  Holder   Notices  in  such
     underwritten  offering  on the same  terms and  conditions  as any  similar
     securities of the Company included therein. Notwithstanding anything to the
     contrary   contained   in  this   Paragraph   11(c)(i),   if  the  managing
     underwriter(s)  of  such  underwritten  offering  (or,  in the  case  of an
     offering not being  underwritten,  the Company)  delivers a written opinion
     (or, in the case of the  Company,  a  resolution  of its Board of Directors
     certified   by  the   President   or  Secretary  of  the  Company)  to  the
     Rightsholders  of  Registerable  Securities  which were the  subject of all
     Holder Notices that the total amount and kind of securities which they, the
     Company and any other person  intend to include in such offering is such as
     to materially and adversely  affect the success of such offering,  then the
     amount of securities  to be offered for the accounts of such  Rightsholders
     and persons  other than the Company shall be eliminated or reduced pro rata
     (based on the amount of securities  owned by such  Rightsholders  and other
     persons which carry registration  rights) to the extent necessary to reduce
     the total  amount of  securities  to be  included  in such  offering to the
     amount  recommended by such managing  underwriter(s) in its written opinion
     (or the Board of Directors in its resolution).

                    (ii)  Number  of  Piggy-Back  Registrations;  Expenses.  The
     obligations  of the Company under this  Paragraph  11(c) shall be unlimited
     with respect to each  Rightsholder.  Subject to the provisions of Paragraph
     11(e) hereof, the Company will pay all Registration  Expenses in connection
     with any registration of Registerable  Securities effected

                                      -11-

<PAGE>

     pursuant to this Paragraph  11(c), but the Company shall not be responsible
     for the payment of  any  underwriter's  discount,   commission  or  selling
     concession  in connection therewith.

                    (iii)  Withdrawal or Suspension of  Registration  Statement.
     Notwithstanding anything contained to the contrary in this Paragraph 11(c),
     the Company  shall have the  absolute  right,  whether  before or after the
     giving of a Company Piggy-Back Notice or Holder Notice, to determine not to
     file a  registration  statement to which the  Rightsholders  shall have the
     right to include their  Registerable  Securities  therein  pursuant to this
     Paragraph  11(c),  to withdraw such  registration  statement or to delay or
     suspend pursuing the effectiveness of such registration  statement.  In the
     event of such a  determination  after the  giving  of a Company  Piggy-Back
     Notice,  the  Company  shall  give  notice  of  such  determination  to all
     Rightsholders  and,  thereupon,  (A) in the case of a determination  not to
     register or to withdraw such registration  statement,  the Company shall be
     relieved of its obligation  under this  Paragraph  11(c) to register any of
     the Registerable Securities in connection with such registration and (B) in
     the case of a determination to delay the registration, the Company shall be
     permitted to delay or suspend the  registration of Registerable  Securities
     pursuant  to this  Paragraph  11(c) for the same period as the delay in the
     registration of such other securities.  No registration effected under this
     Paragraph  11(c) shall relieve the Company of its  obligation to effect any
     registration  upon  demand  otherwise  granted  to  a  Rightsholder   under
     Paragraph 11(b) hereof or any other agreement with the Company.

          (d)  Registration Procedures.

                    (i)  Obligations  of  the  Company.  The  Company  will,  in
     connection with any registration pursuant to Paragraph 11(b) or (c) hereof,
     as expeditiously as possible:

                              (A)  prepare  and  file  with  the   Commission  a
          registration  statement  under the Securities  Act on any  appropriate
          form chosen by the  Company,  in its sole  discretion,  which shall be
          available  for the sale of all  Registerable  Securities in accordance
          with the intended  method(s) of distribution  thereof set forth in all
          applicable Demand Requests, Tag-Along Requests and Holder Notices, and
          use  its   commercially   reasonable   best   efforts  to  cause  such
          registration  statement  to become  effective  as soon  thereafter  as
          reasonably  practicable;  provided,  that, at least five business days
          before filing with the Commission of such registration statement,  the
          Company  shall  furnish  to  each  Rightsholder   whose   Registerable
          Securities  are included  therein  draft  copies of such  registration
          statement,  including all exhibits thereto and documents  incorporated
          by reference  therein,  and, upon the  reasonable  request of any such
          Rightsholder,  shall continue to provide  drafts of such  registration
          statement until filed,  and, after such filing,  the Company shall, as
          diligently as  practicable,  provide to each such  Rightsholders  such
          number of copies of such  registration  statement,  each amendment and
          supplement  thereto,  the  prospectus  included  in such  registration
          statement  (including  each  preliminary  prospectus),   all  exhibits
          thereto and documents incorporated by reference therein and such other
          documents  as such  Rightsholder  may  reasonably  request in order to
          facilitate the

                                      -12-

<PAGE>

          disposition of the Registerable Securities owned by such  Rightsholder
          and included  in  such   registration    statement; provided, further,
          the Company shall modify or  amend  the  registration  statement as it
          relates   to   such   Rightsholder   as  reasonably  requested by such
          Rightsholder  on  a  timely  basis,  and  shall  reasonably   consider
          other  changes to the  registration  statement  (but not including any
          exhibit or  document  incorporated  therein by  reference)  reasonably
          requested  by such  Rightsholder  on a timely  basis,  in light of the
          requirements  of the Securities Act and any other  applicable laws and
          regulations; and provided, further, that the obligation of the Company
          to effect such registration  and/or cause such registration  statement
          to become effective, may be postponed for (1) such period of time when
          the  financial  statements  of the Company  required to be included in
          such registration  statement are not available (due solely to the fact
          that such financial  statements  have not been prepared in the regular
          course  of  business  of the  Company)  or (2)  any  other  bona  fide
          corporate purpose, but then only for a period not to exceed 90 days;

                              (B)  prepare  and file  with the  Commission  such
          amendments and post-effective  amendments to a registration  statement
          as may be necessary to keep such registration  statement effective for
          up to nine months; and cause the related prospectus to be supplemented
          by any required  prospectus  supplement,  and as so supplemented to be
          filed to the extent required  pursuant to Rule 424  promulgated  under
          the  Securities  Act,  during such  nine-month  period;  and otherwise
          comply with the  provisions of the  Securities Act with respect to the
          disposition   of  all   Registerable   Securities   covered   by  such
          registration statement during the applicable period in accordance with
          the intended method(s) of disposition of such Registerable  Securities
          set forth in such registration statement,  prospectus or supplement to
          such prospectus;

                              (C) notify the  Rightsholders  whose  Registerable
          Securities  are  included  in  such  registration  statement  and  the
          managing underwriter(s), if any, of an underwritten offering of any of
          the Registerable  Securities included in such registration  statement,
          and  confirm  such  advice in writing,  (1) when a  prospectus  or any
          prospectus supplement or post-effective amendment has been filed, and,
          with  respect  to  a  registration  statement  or  any  post-effective
          amendment,  when the same has become effective,  (2) of any request by
          the  Commission  for  amendments  or  supplements  to  a  registration
          statement or related prospectus or for additional information,  (3) of
          the  issuance  by the  Commission  of any stop  order  suspending  the
          effectiveness  of a  registration  statement or the  initiation of any
          proceedings for that purpose,  (4) if at any time the  representations
          and warranties of the Company  contemplated by clause (1) of Paragraph
          11(d)(i)(J) hereof cease to be true and correct, (5) of the receipt by
          the Company of any notification  with respect to the suspension of the
          qualification  of any of the  Registerable  Securities for sale in any
          jurisdiction  or the  initiation or  threatening of any proceeding for
          such  purpose  and (6) of the  happening  of any event which makes any
          statement made in the  registration  statement,  the prospectus or any
          document  incorporated  therein by reference  untrue or which requires
          the making of any changes in the registration  statement or prospectus
          so  that  such   registration   statement,   prospectus   or  document
          incorporated

                                      -13-

<PAGE>

          by  reference   will  not  contain  any  untrue  statement of material
          fact  or  omit  to  state  any  material  fact  required  to be stated
          therein or necessary to make the statements therein not misleading;

                              (D)  make   reasonable   efforts   to  obtain  the
          withdrawal  of  any  order   suspending  the   effectiveness  of  such
          registration  statement at the earliest possible moment and to prevent
          the entry of such an order;

                              (E) use reasonable  efforts to register or qualify
          the Registerable  Securities  included in such registration  statement
          under such other securities or blue sky laws of such  jurisdictions as
          any Rightsholder  whose  Registerable  Securities are included in such
          registration  statement  reasonably requests in writing and do any and
          all other acts and  things  which may be  necessary  or  advisable  to
          enable  such  Rightsholder  to  consummate  the  disposition  in  such
          jurisdictions  of such  Registerable  Securities;  provided,  that the
          Company  will not be required to (1) qualify  generally to do business
          in any  jurisdiction  where it would  not  otherwise  be  required  to
          qualify but for this  Paragraph  11(d)(i)(E),  (2)  subject  itself to
          taxation in any such  jurisdiction  or (3) take any action which would
          subject it to general service of process in any such jurisdiction;

                              (F)  make   available   for   inspection  by  each
          Rightsholder  whose  Registerable  Securities  are  included  in  such
          registration,  any  underwriter(s)  participating  in any  disposition
          pursuant to such registration statement, and any representative, agent
          or  employee  of or  attorney  or  accountant  retained  by  any  such
          Rightsholder or underwriter(s) (collectively,  the "Inspectors"),  all
          financial  and  other  records,   pertinent  corporate  documents  and
          properties of the Company  (collectively,  the  "Records") as shall be
          reasonably  necessary to enable them to exercise  their due  diligence
          responsibility (or establish a due diligence  defense),  and cause the
          officers,  directors  and  employees  of the  Company  to  supply  all
          information  reasonably  requested by any such Inspector in connection
          with such  registration  statement;  provided,  that records which the
          Company  determines,  in good faith, to be  confidential  and which it
          notifies the Inspectors are confidential shall not be disclosed by the
          Inspectors, unless (1) the release of such Records is ordered pursuant
          to a subpoena or other order from a court of competent jurisdiction or
          (2) the  disclosure of such Records is required by any  applicable law
          or regulation or any  governmental  regulatory body with  jurisdiction
          over such Rightsholder or underwriter;  provided,  further,  that such
          Rightsholder  or  underwriter(s)   agree  that  such  Rightsholder  or
          underwriter(s)  will,  upon learning the disclosure of such Records is
          sought  in a court  of  competent  jurisdiction,  give  notice  to the
          Company and allow the Company,  at the Company's expense, to undertake
          appropriate  action  to  prevent  disclosure  of  the  Records  deemed
          confidential;

                              (G)   cooperate   with  the   Rightsholder   whose
          Registerable  Securities are included in such  registration  statement
          and the  managing  underwriter(s),  if any, to  facilitate  the timely
          preparation  and delivery of  certificates  representing

                                      -14-

<PAGE>

          Registerable  Securities  to  be  sold  thereunder,  not  bearing  any
          restrictive  legends,  and enable such  Registerable  Securities to be
          in   such   denominations   and  registered  in  such  names  as  such
          Rightsholder  or any  managing underwriter(s) may  reasonably  request
          at  least  two  business  days  prior  to  any  sale  of  Registerable
          Securities;

                              (H)   comply   with  all   applicable   rules  and
          regulations of the Commission and promptly make generally available to
          its security holders an earnings statement covering a period of twelve
          months commencing,  (1) in an underwritten offering, at the end of any
          fiscal   quarter  in  which   Registerable   Securities  are  sold  to
          underwriter(s),  or (2) in a non-underwritten offering, with the first
          month of the  Company's  first  fiscal  quarter  beginning  after  the
          effective  date  of  such  registration   statement,   which  earnings
          statement in each case shall  satisfy the  provisions of Section 11(a)
          of the Securities Act;

                              (I)  provide a CUSIP  number for all  Registerable
          Securities  not  later  than the  effective  date of the  registration
          statement  relating  to the  first  public  offering  of  Registerable
          Securities of the Company pursuant hereto;

                              (J)   enter   into   such   customary   agreements
          (including an  underwriting  agreement in customary form) and take all
          such other actions reasonably requested by the Rightsholders holding a
          majority of the Registerable  Securities included in such registration
          statement  or the  managing  underwriter(s)  in order to expedite  and
          facilitate the disposition of such Registerable Securities and in such
          connection,  whether or not an underwriting  agreement is entered into
          and whether or not the  registration is an underwritten  registration,
          (1) make such  representations and warranties,  if any, to the holders
          of such Registerable Securities and any underwriter(s) with respect to
          the registration  statement,  prospectus and documents incorporated by
          reference,  if any, in form,  substance  and scope as are  customarily
          made by  issuers  to  underwriter(s)  in  underwritten  offerings  and
          confirm the same if and when requested, (2) obtain opinions of counsel
          to the Company and updates thereof addressed to each such Rightsholder
          and the  underwriter(s),  if any,  with  respect  to the  registration
          statement, prospectus and documents incorporated by reference, if any,
          covering  the matters  customarily  covered in opinions  requested  in
          underwritten  offerings  and such other  matters as may be  reasonably
          requested by such Rightsholders and underwriter(s), (3) obtain a "cold
          comfort"  letter and updates  thereof from the  Company's  independent
          certified public  accountants  addressed to such  Rightsholders and to
          the  underwriter(s),  if any, which letters shall be in customary form
          and cover matters of the type  customarily  covered in "cold  comfort"
          letters by accountants in connection with underwritten offerings,  and
          (4) deliver  such  documents  and  certificates  as may be  reasonably
          requested by the Rightsholders holding a majority of such Registerable
          Securities and managing underwriter(s), if any, to evidence compliance
          with any customary conditions contained in the underwriting  agreement
          or other  agreement  entered  into by the  Company;  each such  action
          required by this Paragraph  11(d)(i)(J)  shall be done at each closing
          under such  underwriting or similar  agreement or as and to the extent
          required thereunder; and

                                      -15-

<PAGE>

                              (K) if  requested  by the holders of a majority of
          the Registerable  Securities included in such registration  statement,
          use its best efforts to cause all  Registerable  Securities  which are
          included  in such  registration  statement  to be  listed,  subject to
          notice of issuance, by the date of the first sale of such Registerable
          Securities pursuant to such registration statement, on each securities
          exchange,  if any,  on  which  securities  similar  to the  Registered
          Securities are listed.

                    (ii)  Obligations of  Rightsholders.  In connection with any
     registration  of  Registerable  Securities  of a  Rightsholder  pursuant to
     Paragraph 11(b) or (c) hereof:

                              (A) The Company may require that each Rightsholder
          whose  Registerable  Securities  are  included  in  such  registration
          statement  furnish  to the  Company  such  information  regarding  the
          distribution of such Registerable  Securities and such Rightsholder as
          the Company may from time to time reasonably request in writing; and

                              (B) Each Rightsholder,  upon receipt of any notice
          from the Company of the  happening of any event of the kind  described
          in clauses  (2),  (3), (5) and (6) of  Paragraph  11(d)(i)(C)  hereof,
          shall forthwith  discontinue  disposition of  Registerable  Securities
          pursuant to the  registration  statement  covering  such  Registerable
          Securities  until  such  Rightsholder's  receipt  of the copies of the
          supplemented  or  amended  prospectus  contemplated  by clause  (1) of
          Paragraph 11(d)(i)(C) hereof, or until such Rightsholder is advised in
          writing (the  "Advice") by the Company that the use of the  applicable
          prospectus may be resumed,  and until such  Rightsholder  has received
          copies  of  any   additional   or   supplemental   filings  which  are
          incorporated  by  reference  in or to be attached to or included  with
          such prospectus, and, if so directed by the Company, such Rightsholder
          will  deliver  to the  Company  (at the  expense of the  Company)  all
          copies,  other than  permanent  file copies then in the  possession of
          such   Rightsholder,   of  the  current   prospectus   covering   such
          Registerable  Securities  at the time of receipt of such  notice;  the
          Company shall have the right to demand that such Rightsholder or other
          holder  verify  its  agreement  to the  provisions  of this  Paragraph
          11(d)(ii)(B) in any Demand Request, Tag-Along Request or Holder Notice
          of  the  Rightsholder  or  in a  separate  document  executed  by  the
          Rightsholder.

          (e) Registration Expenses. All expenses incident to the performance of
or compliance with this Agreement by the Company, including,  without imitation,
all  registration  and filing fees of the  Commission,  National  Association of
Securities  Dealers,  Inc. and other  agencies,  fees and expenses of compliance
with securities or blue sky laws (including reasonable fees and disbursements of
counsel  in  connection  with  blue  sky   qualifications  of  the  Registerable
Securities),  rating  agency fees,  printing  expenses,  messenger  and delivery
expenses,  internal expenses  (including,  without limitation,  all salaries and
expenses of its officers and employees  performing legal or accounting  duties),
the fees and expenses  incurred in connection  with the listing,  if any, of the
Registerable Securities on any securities exchange and fees and disbursements of
counsel  for  the  Company  and  the  Company's   independent  certified  public
accountants  (including  the  expenses  of

                                      -16-

<PAGE>

any  special  audit  or  "cold   comfort"  letters  required by or incidental to
such performance),  Securities Act or other liability  insurance (if the Company
elects to obtain such  insurance),  the fees and expenses of any special experts
retained by the Company in connection  with such  registration  and the fees and
expenses of any other  person  retained by the Company  (but not  including  any
underwriting  discounts or commissions  attributable to the sale of Registerable
Securities or other out-of-pocket  expenses of the Rightsholders,  or the agents
who act on their behalf,  unless  reimbursement is specifically  approved by the
Company) will be borne by the Company.  All such expenses are herein referred to
as "Registration Expenses." Notwithstanding the foregoing, the Company shall not
be required to pay for any Registration  Expenses of any Demand  Registration if
such Demand Request is subsequently withdrawn at the request of the holders of a
majority of the Registerable Securities included in such Demand Registration (in
which  case all  Rightsholders  which  requested  the  withdrawal  of the Demand
Registration shall bear such expenses pro rata);  provided that, if, at the time
of such withdrawal, such Rightsholders have learned of a material adverse change
in the  condition,  business or prospects of the Company from that known to such
Rightsholders at the time of their Demand Request,  such Rightsholders shall not
be required to pay any of such expenses.  In either event, if such Rightsholders
pay  in  full  the  expenses  of  such  withdrawn  Demand   Registration,   such
Rightsholders shall retain the right to one Demand Registration.

          (f)  Indemnification: Contribution.

                    (i)  Indemnification  by the Company.  The Company agrees to
     indemnify  and hold  harmless,  to the full extent  permitted by law,  each
     Rightsholder,  its officers and directors and each person who controls such
     Rightsholder  (within the meaning of the  Securities  Act), if any, and any
     agent thereof against all losses, claims, damages, liabilities and expenses
     incurred by such party pursuant to any actual or threatened  suit,  action,
     proceeding  or  investigation  (including  reasonable  attorney's  fees and
     expenses  of  investigation)  arising  out of or based  upon any  untrue or
     alleged untrue  statement of a material fact contained in any  registration
     statement,  prospectus or preliminary prospectus or any omission or alleged
     omission to state therein a material fact required to be stated  therein or
     necessary to make the statements  therein (in the case of a prospectus,  in
     the light of the circumstances  under which they were made) not misleading,
     except  insofar as the same arise out of or are based upon, any such untrue
     statement  or  omission  based  upon   information  with  respect  to  such
     Rightsholder  furnished  in  writing to the  Company  by such  Rightsholder
     expressly for use therein.

                    (ii) Indemnification by Rightsholder. In connection with any
     registration statement in which a Rightsholder is participating,  each such
     Rightsholder  will be required  to furnish to the  Company in writing  such
     information  with respect to such  Rightsholder  as the Company  reasonably
     requests  for use in  connection  with any such  registration  statement or
     prospectus,  and each Rightsholder agrees to the extent it is such a holder
     of Registerable  Securities  included in such registration  statement,  and
     each  other  such  holder  of  Registerable  Securities  included  in  such
     Registration Statement will be required to agree, to indemnify, to the full
     extent  permitted by law, the Company,  the  directors  and officers of the
     Company and each person who controls the Company (within the meaning of the
     Securities Act) and any agent thereof, against any losses, claims, damages,
     liabilities and expenses (including

                                      -17-

<PAGE>

     reasonable attorney's fees and expenses of  investigation incurred  by such
     party  pursuant  to  any  actual  or threatened  suit,  action,  proceeding
     or  investigation arising out of or based upon any untrue or alleged untrue
     statement of  a  material  fact  or any omission or alleged  omission  of a
     material   fact  necessary,  to make the statements  therein  (in the  case
     of a  prospectus,  in the  light  of the circumstances under which they are
     made)  not  misleading,  to  the extent, but only to the extent,  that such
     untrue  statement  or omission is based upon  information  relating to such
     Rightsholder or other holder  furnished in writing to the Company expressly
     for use therein.

                    (iii) Conduct of Indemnification Proceedings. Promptly after
     receipt  by an  indemnified  party  under this  Paragraph  11(f) of written
     notice of the commencement of any action, proceeding, suit or investigation
     or threat  thereof  made in writing  for which such  indemnified  party may
     claim  indemnification  or contribution  pursuant to this  Agreement,  such
     indemnified  party shall notify in writing the  indemnifying  party of such
     commencement  or threat;  but the  omission  so to notify the  indemnifying
     party shall not relieve the indemnifying party from any liability which the
     indemnifying party may have to any indemnified party (A) hereunder,  unless
     the indemnifying  party is actually  prejudiced  thereby,  or (B) otherwise
     than  under  this  Paragraph  11(f).  In  case  any  such  action,  suit or
     proceeding  shall  be  brought  against  any  indemnified  party,  and  the
     indemnified  party shall notify the indemnifying  party of the commencement
     thereof,  the indemnifying  party shall be entitled to participate  therein
     and the indemnifying  party shall assume the defense thereof,  with counsel
     reasonably satisfactory to the indemnified party, and the obligation to pay
     all expenses relating  thereto.  The indemnified party shall have the right
     to employ  separate  counsel in any such action,  suit or proceeding and to
     participate  in the  defense  thereof,  but the fees and  expenses  of such
     counsel  shall be at the expense of such  indemnified  party unless (A) the
     indemnifying  party  has  agreed  to pay such  fees and  expenses,  (B) the
     indemnifying  party shall have failed to assume the defense of such action,
     suit or  proceeding or to employ  counsel  reasonably  satisfactory  to the
     indemnified  party therein or to pay all expenses  relating  thereto or (C)
     the named parties to any such action or proceeding (including any impleaded
     parties) include both the indemnified party and the indemnifying  party and
     the indemnified  party shall have been advised by counsel that there may be
     one or more legal  defenses  available to the  indemnified  party which are
     different from or additional to those available to the  indemnifying  party
     and which may result in a conflict between the indemnifying  party and such
     indemnified  party (in which case, if the  indemnified  party  notifies the
     indemnifying  party in writing that the indemnified  party elects to employ
     separate counsel at the expense of the indemnifying party, the indemnifying
     party  shall not have the right to assume  the  defense  of such  action or
     proceeding  on  behalf  of the  indemnified  party;  it  being  understood,
     however,  that the indemnifying party shall not, in connection with any one
     such action,  suit or proceeding or separate but  substantially  similar or
     related actions,  suits or proceedings in the same jurisdiction arising out
     of the same general  allegations or  circumstances,  be liable for the fees
     and  expenses of more than one  separate  firm of attorneys at any time for
     the  indemnified  party,  which firm shall be  designated in writing by the
     indemnified party).

                                      -18-

<PAGE>

                    (iv) Contribution.  If the  indemnification  provided for in
     this  Paragraph  11(f) from the  indemnifying  party is  unavailable  to an
     indemnified  party  hereunder  in respect of any losses,  claims,  damages,
     liabilities or expenses referred to therein,  then the indemnifying  party,
     in lieu of indemnifying  such  indemnified  party,  shall contribute to the
     amount  paid or  payable  by such  indemnified  party as a  result  of such
     losses, claims, damages,  liabilities or expenses (A) in such proportion as
     is   appropriate  to  reflect  the  relative   benefits   received  by  the
     indemnifying  party on the one hand and the indemnified  party on the other
     or (B) if the  allocation  provided by clause (A) above is not permitted by
     applicable  law, in such  proportion as is  appropriate to reflect not only
     the relative  benefits  received by the indemnifying  party on the one hand
     and the  indemnified  party on the other but also the relative fault of the
     indemnifying  party and  indemnified  party,  as well as any other relevant
     equitable considerations. The relative fault of such indemnifying party and
     the  indemnified  parties  shall be determined by reference to, among other
     things,  whether any action in  question,  including  any untrue or alleged
     untrue  statement  of a material  fact or omission  or alleged  omission to
     state a material fact, has been made by, or relates to information supplied
     by,  such  indemnifying  party or  indemnified  parties,  and the  parties'
     relative  intent,  knowledge,  access to  information  and  opportunity  to
     correct or prevent such action.  The amount paid or payable by a party as a
     result of the losses, claims, damages. liabilities and expenses referred to
     above shall be deemed to include,  subject to the  limitation  set forth in
     Paragraph 11(f)(v), any legal or other fees or expenses reasonably incurred
     by such party in connection with any investigation or proceeding.

                    The  parties  hereto  agree  that it  would  not be just and
     equitable  if  contribution  pursuant  to  this  Paragraph  11(f)(iv)  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 clauses (A) and (B) of the immediately  preceding  paragraph.  No person
     guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
     of the Securities  Act) shall be entitled to  contribution  from any person
     who was not guilty of such fraudulent misrepresentation.

                    (v) Limitation.  Anything to the contrary  contained in this
     Paragraph  11(f)  or in  Paragraph  11(g)  notwithstanding,  no  holder  of
     Registerable   Securities   shall  be  liable   for   indemnification   and
     contribution payments aggregating an amount in excess of the maximum amount
     received  by such  holder  in  connection  with  any  sale of  Registerable
     Securities as contemplated herein.

          (g)  Participation in Underwritten  Registration.  No Rightsholder may
participate in any underwritten  registration hereunder unless such Rightsholder
(i)  agrees to sell  such  holder's  securities  on the  basis  provided  in any
underwriting  arrangements approved by the persons entitled hereunder to approve
such  arrangements  and to comply with Rules 10b-6 and 10b-7 under the  Exchange
Act and (ii) completes and executes all questionnaires,  appropriate and limited
powers of attorney, escrow agreements, indemnities,  underwriting agreements and
other  documents  reasonably  required  under  the  terms  of such  underwriting
arrangement;  provided,  that all such  documents  shall be consistent  with the
provisions of Paragraph 11(e) hereof.

                                      -19-

<PAGE>

     12.  Miscellaneous.

          This Warrant  Certificate and any term hereof may be changed,  waived,
discharged  or terminated  only by an instrument in writing  signed by the party
against which  enforcement of such change,  waiver,  discharge or termination is
sought.  This  certificate  is deemed to have been delivered in the State of New
York and shall be construed and enforced in accordance  with and governed by the
laws of such State. The headings in this Warrant Certificate are for purposes of
reference only, and shall not limit or otherwise affect any of the terms hereof.

     13.  Expiration.

          Unless as hereinafter  provided,  the right to exercise these Warrants
shall expire at the Expiration Time.


Dated: As of December 17, 1998

                                                          SOFTWARE PUBLISHING
                                                      CORPORATION HOLDINGS, INC.


                                              By:     /s/ Mark E. Leininger
                                                  ------------------------------
                                                    Mark E. Leininger, President
ATTEST:



     /s/ Marc E. Leininger
------------------------------
   Marc E. Jaffe, Secretary







                                      -20-
<PAGE>

                                  EXERCISE FORM



                                               Dated:_______________, ____


TO: SOFTWARE PUBLISHING CORPORATION HOLDINGS, INC.:

          The  undersigned  hereby  irrevocably  elects to  exercise  the within
Warrant, to the extent of purchasing  _________________  shares of Common Stock,
and hereby  makes  payment of  _____________  in payment of the actual  Exercise
Price thereof.

                            ----------

                     INSTRUCTIONS FOR REGISTRATION OF STOCK

    Name:
            --------------------------------------------------------------------
                     (Please type or print in block letters)

 Address:                                                                   
            --------------------------------------------------------------------

            --------------------------------------------------------------------

            --------------------------------------------------------------------


Signature:  --------------------------------------------------------------------
               (Signature must conform in all respects to the name of the
                 Warrantholder as set forth on the face of this Warrant
                                      Certificate.)





                                      -21-
<PAGE>

                                 ASSIGNMENT FORM


                FOR VALUE RECEIVED, _____________________________________ hereby
sells, assigns and transfers unto


    Name:
            --------------------------------------------------------------------
                    (Please type or print in block letters)

  Address:  --------------------------------------------------------------------

            --------------------------------------------------------------------

            --------------------------------------------------------------------

the right to purchase  Common Stock  represented by this Warrant  Certificate to
the extent of ________________  shares as to which such right is exercisable and
does  hereby  irrevocably  constitute  and  appoint  ___________________________
Attorney-in-Fact,  to transfer  the same on the books of the  Company  with full
power of substitution in the premises.

     Dated:
             -----------------------------


 Signature:  -------------------------------------------------------------------
                (Signature must conform in all respects to the name of the
                  Warrantholder as setforth on the face of this Warrant
                                      Certificate.)






                                      -22-