SOFTWARE PUBLISHING CORP HOLDINGS INC, DEF 14A, 1999-06-02

SOFTWARE PUBLISHING CORP HOLDINGS INC
DEF 14A, 1999-06-02
PREPACKAGED SOFTWARE

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SCHEDULE 14A

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

SOFTWARE PUBLISHING CORPORATION HOLDINGS, INC.
(Name of Registrant as Specified In Its Charter)

Not Applicable
(Name of Person(s) Filing Proxy Statement if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No Fee Required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on
which the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule, and the date of its filing.

1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:

<PAGE>

SOFTWARE PUBLISHING CORPORATION HOLDINGS, INC.
----------------------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

July 14, 1999

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

To the Stockholders of
SOFTWARE PUBLISHING CORPORATION HOLDINGS, INC.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Software
Publishing Corporation Holdings, Inc. (the "Company") will be held at the
Radisson Hotel & Suites, located at 690 Route 46 East, Fairfield, New Jersey
07004, on Wednesday, July 14, 1999, commencing at 1:00 p.m. (local time), or at
any adjournment thereof, for the following purposes:

1. To elect one director in Class III to the Board of Directors of the
Company;

2. To consider and act upon a proposal to amend the Company's
Certificate of Incorporation to change the Company's name to "Vizacom
Inc.";

3. To consider and act upon a proposal to amend the Company's
Certificate of Incorporation to increase the number of authorized
shares of the Company's Common Stock to 60,000,000 from 30,000,000;

4. To consider and act upon a proposal to amend the Company's
1994 Long Term Incentive Plan to increase the number of shares
available for award thereunder to 5,000,000 from 1,333,333;

5. To consider and act upon a proposal to amend the Company's
Outside Director and Advisor Stock Option Plan to (a) increase the
number of shares available for award thereunder to 750,000 from
166,666, (b) increase the number of shares underlying each initial and
annual option awarded thereunder and (c) modify the language with
respect to the calculation of the exercise price of options granted
thereunder; and

6. To consider and act upon such other business as may properly
come before the Meeting or any adjournment thereof.

The foregoing matters are more fully described in the Proxy Statement
accompanying this Notice to which your attention is directed.

Only stockholders of record on the books of the Company at the close of
business on May 24, 1999 will be entitled to vote at the Annual Meeting of
Stockholders or at any adjournment thereof. You are requested to sign, date and
return the enclosed Proxy at your earliest convenience in order that your shares
may be voted for you as specified.

By Order of the Board of Directors,

Marc E. Jaffe, Chairman and Secretary

June 4, 1999
Fairfield, New Jersey

<PAGE>

[THIS PAGE INTENTIONALLY LEFT BLANK]

<PAGE>

SOFTWARE PUBLISHING CORPORATION HOLDINGS, INC.
3A Oak Road
Fairfield, New Jersey 07004

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

PROXY STATEMENT

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

ANNUAL MEETING OF STOCKHOLDERS
July 14, 1999

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

The Annual Meeting of Stockholders (the "Annual Meeting") of Software
Publishing Corporation Holdings, Inc. (the "Company") will be held on Wednesday,
July 14, 1999 at the Radisson Hotel & Suites, located at 690 Route 46 East,
Fairfield, New Jersey 07004, commencing at 1:00 p.m. (local time), for the
purposes set forth in the accompanying Notice of Annual Meeting of Stockholders.
The enclosed Proxy is solicited by and on behalf of the Board of Directors of
the Company for use at the Annual Meeting, and at any adjournments of the Annual
Meeting. The approximate date on which this Proxy Statement and the enclosed
Proxy are being first mailed to stockholders of the Company is June 4, 1999.

If a Proxy in the accompanying form is duly executed and returned, the
shares represented by such Proxy will be voted as specified, subject to any
applicable voting or irrevocable proxy agreements. Any person executing an
enclosed Proxy may revoke it prior to its exercise either by letter directed to
the Company or in person at the Annual Meeting.

Voting Rights

Only stockholders of record on May 24, 1999 (the "Record Date") will be
entitled to vote at the Annual Meeting or any adjournment thereof. The Company
currently has outstanding only a single class of voting capital stock, namely,
shares of common stock, $.001 par value per share (the "Common Stock"). Each
share of Common Stock issued and outstanding on the Record Date is entitled to
one vote at the Annual Meeting. As of the Record Date, there were outstanding
5,263,891 shares of Common Stock.

Directors are elected by a plurality of votes actually cast (Proposal
Number 1), while the affirmative vote of a majority of the votes entitled to be
cast at the Annual Meeting is required for changing the name of the Company
(Proposal Number 2) and increasing the number of authorized shares of Common
Stock (Proposal Number 3), and the affirmative vote of a majority of the shares
present in person or by proxy and voting at the Annual Meeting will be required
to approve increasing the number of shares available under 1994 Long-Term
Incentive Plan (Proposal Number 4) and increasing the number of shares available
under, and amending, the Outside Director and Advisor Stock Option Plan
(Proposal Number 5). For purposes of determining whether proposals have received
a majority of votes cast, abstentions will not be included in the vote totals
and, in instances where brokers are prohibited from exercising discretionary
authority for beneficial owners who have not returned a Proxy (so called "broker
non-votes"), those votes will not be included in the vote totals. Therefore, the
effect of abstentions and broker non-votes is the same as that of a vote
"against" Proposal Number 2 and/or Proposal Number 3, while abstentions and
broker non-votes will have no effect on the vote on all other proposals set
forth in this Proxy Statement. Abstentions also will be counted in the
determination of whether a quorum exists for the purposes of transacting
business at the Annual Meeting.

<PAGE>

SECURITY OWNERSHIP

The following table sets forth, as of the Record Date, the beneficial
ownership of shares of Common Stock by (i) each person known by the Company to
beneficially own 5% or more of the outstanding shares of Common Stock, based on
filings with the Securities and Exchange Commission (the "SEC") and certain
other information, (ii) each director of the Company, (iii) each current
executive officer of the Company for whom information is given in the Executive
Compensation section of this Proxy Statement and (iv) all executive officers and
directors of the Company as a group. The Common Stock is the only outstanding
class of voting securities of the Company. Except as otherwise indicated, all
shares are beneficially owned, and investment and voting power is held by, the
persons named as owners.

Amount and Nature
Name and Address of of Common Stock Percentage Ownership
Beneficial Owner (1) Beneficial Owned (2) of Common Stock (3)
- -------------------- -------------------- --------------------
<S> <C> <C> <C>

Regency Investment Partners . . . 600,000 (4) 10.2
Howard Milstein . . . . . . . . . 296,333 (5) 5.6
Mark E. Leininger . . . . . . . . 230,673 (6) 4.2
Martin F. Schacker. . . . . . . . 217,896 (7) 4.0
Marc E. Jaffe . . . . . . . . . . 201,558 (8) 3.7
Norman W. Alexander . . . . . . . 93,155 (9) 1.8
Neil M. Kaufman . . . . . . . . . 62,151 (10) 1.6
Werner G. Haase . . . . . . . . . 0 (11) 0

All officers and directors as
a group (6 persons). . . . . . . 805,433 (12) 13.7
<FN>
- ----------
* Less than 1.0%.

(1) Unless otherwise indicated, the address for each beneficial owner
listed in the table is Software Publishing Corporation Holdings, Inc., 3A
Oak Road, Fairfield, New Jersey 07004.

(2) Unless otherwise indicated, the Company believes that all persons named
in the table have sole voting and investment power with respect to all
shares of Common Stock beneficially owned by them. A person is deemed to be
the beneficial owner of securities which may be acquired by such person
within 60 days from the date on which beneficial ownership is to be
determined upon the exercise of options, warrants or convertible
securities.

(3) Each beneficial owner's percentage ownership is determined by assuming
that stock options and warrants that are held by such person (but not those
held by any other person) and which are exercisable within 60 days from the
date on which beneficial ownership is to be determined have been exercised.

(4) Represents 500,000 shares of Common Stock issuable upon exercise of
warrants held by Regency Investment Partners ("Regency") which are
exercisable within the next 60 days. Does not include 100,000 shares of
Common Stock issuable upon exercise of warrants held by Regency which are
not exercisable within the next 60 days.

(5) Represents (a) 288,333 shares of Common Stock registered in the name of
Howard Milstein ("H. Milstein") and (b) 8,000 shares registered in the name
of Ronald L. Altman ("Altman"). Does not include an option (the "Altman
Option") to purchase 32,033 shares of Common Stock (the "Altman Option
Shares") granted to Altman which is not exercisable within the next 60
days. According to a Schedule 13D filed by H. Milstein, Altman, Michael
Jesselson ("Jesselson") and Edward Milstein ("E. Milstein" and,
collectively with H. Milstein, Altman, and Jesselson, the "Milstein
Group"), the individuals comprising the Milstein Group have entered into an
agreement, dated as of October 23, 1997 (the "Milstein Group

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<PAGE>

Agreement"), which provides that (a) H. Milstein and E. Milstein each have
a 25% beneficial interest in the aggregate 296,333 shares of Common Stock
(the "Milstein Group Shares") registered in the names of H. Milstein and
Altman, and Jesselson has a 50% beneficial interest in the Milstein Group
Shares, (b) Altman has a 15% interest in the net profits or losses to the
others collectively resulting from the sale of the Milstein Group Shares
and (c) H. Milstein has the sole voting power and dispositive power with
regard to all of the Milstein Group Shares. The Milstein Group Agreement
also appears to provide that (a) in the event of the sale of the Altman
Option, Altman shall receive 50% of the net proceeds thereof (taking into
account any sales, commissions or related fees) and the balance of the net
proceeds shall be divided among H. Milstein, E. Milstein and Jesselson in
the proportion of 25%, 25% and 50%, respectively, (b) if the Altman Option
is exercised and the Altman Option Shares are subsequently sold, Altman
shall receive 50% of the net proceeds thereof (after taking into account
the payment of the exercise price and any costs of disposing of the
Altman Option Shares) and the balance of such net proceeds shall be divided
among H. Milstein, E. Milstein and Jesselson in the proportion of 25%, 25%
and 50%, respectively, and (c) H. Milstein has the sole power to dispose,
transfer and vote the Altman Option Shares and to exercise, dispose or
transfer the Altman Option. The address for Howard Milstein is c/o Douglas
Elliman, 575 Madison Avenue, New York, New York 10022.

(6) Represents (a) 3,333 shares of Common Stock held by Mr. Leininger and
his spouse as joint tenants and (b) 227,340 shares of Common Stock issuable
upon exercise of options granted to Mr. Leininger under the Company Stock
Plans which are exercisable within the next 60 days. Does not include
198,910 shares of Common Stock issuable upon exercise of options granted to
Mr. Leininger under the Company Stock Plans which are not exercisable
within the next 60 days.

(7) Includes (a) 28,344 shares (subject to adjustment) of Common Stock
issuable upon exercise of warrants owned by Mr. Schacker which are
exercisable within the next 60 days, (b) 19,997 shares of Common Stock
issuable upon exercise of options granted to Mr. Schacker under the
Company's various option and stock plans (collectively, the "Company Stock
Plans") which are exercisable within the next 60 days, (c) 5,100 shares of
Common Stock owned of record by MS Farrell, of which Mr. Schacker is
Chairman of the Board and the controlling person, (d) 20,809 shares of
Common Stock owned of record by M.S. Farrell Holdings, Inc. ("MSF
Holdings"), of which Mr. Schacker is Chairman of the Board and the
controlling person, (e) 23,414 shares of Common Stock issuable upon
exercise of Underwriter's Purchase Options ("UPOs") granted to MS Farrell
in connection with the Company's 1995 initial public offering, (f) 66,332
shares (subject to adjustment) of Common Stock issuable upon exercise of
warrants owned by MSF Holdings which are exercisable within the next 60
days and (g) 53,900 shares (the "Associated Shares") of Common Stock
owned of record by Associated Candy & Nut Corp. ("Associated"), of which
Mr. Schacker is a director. Mr. Schacker disclaims beneficial ownership of
the Associated Shares. Does not include (a) 23,335 shares of Common Stock
issuable upon exercise of options granted to Mr. Schacker under the Company
Stock Plans which are not exercisable within the next 60 days or
(b) 106,008 shares (subject to adjustment) of Common Stock issuable upon
exercise of UPOs and warrants originally granted to MS Farrell which
currently are owned by stockholders, directors, managing directors and
executive officers of MS Farrell and MSF Holdings and others. The address
for Mr. Schacker is c/o MS Farrell, 67 Wall Street, New York, New York
10005.

(8) Includes 148,225 shares of Common Stock issuable upon exercise of
options granted to Mr. Jaffe under the Company Stock Plans which are
exercisable within the next 60 days. Does not include 89,274 shares of
Common Stock issuable upon exercise of options granted to Mr. Jaffe under
the Company Stock Plans which are not exercisable within the next 60 days.
The address for Mr. Jaffe is c/o Electronic Licensing Organization, 386
Park Avenue South, Suite 1900, New York, New York 10016.

(9) Includes (a) 8,333 shares of Common Stock owned of record by Mr.
Alexander's spouse and (b) 53,851 shares of Common Stock issuable upon
exercise of options granted Mr. Alexander under the Company Stock Plans
which are exercisable within the next 60 days. Does not include 84,307
shares of Common Stock issuable upon exercise of options granted to Mr.
Alexander under the Company Stock Plans which

-3-
<PAGE>

are not exercisable within the next 60 days. The address for Mr. Alexander
is Burnside, Church Walk, Marholm, Peterborough, PE 67H2 England.

(10) Includes (a) 42,913 shares of Common Stock issuable upon exercise of
options granted to Mr. Kaufman under the Company Stock Plans which are
exercisable within the next 60 days. Does not include options to purchase
62,087 shares of Common Stock granted to Mr. Kaufman under the Company
Stock Plans which are not exercisable within the next 60 days. The address
for Mr. Kaufman is c/o Kaufman & Moomjian, LLC, 50 Charles Lindbergh
Boulevard, Suite 206, Mitchel Field, New York 11553.

(11) Mr. Haase has declined to accept an option to purchase 8,333 shares of
Common Stock which would have been granted automatically under the
Company Stock Plans upon his first becoming a director of the Company.

(12) Includes an aggregate 610,416 shares of Common Stock issuable upon
exercise of the options and warrants discussed in notes (6) through (10)
above which are exercisable within the next 60 days.
</FN>
</TABLE>

PROPOSAL NUMBER 1
ELECTION OF DIRECTORS

The Company's By-Laws provides for a Board of Directors consisting of not
less than three nor more than eleven directors, classified into three classes as
nearly equal in number as possible, whose terms of office expire in successive
years. The Company's Board of Directors now consists of six directors as set
forth below.

Class I Class II Class III
(To Serve Until the Annual (To Serve Until the Annual (To Serve Until the Annual
Meeting of Stockholders in 2000) Meeting of Stockholders in 2001) Meeting of Stockholders in 1999)
- -------------------------------- -------------------------------- --------------------------------
<S> <C> <C>

Marc E. Jaffe Norman W. Alexander Mark E. Leininger
Werner G. Haase Neil M. Kaufman Martin F. Schacker
</TABLE>

Director-Nominee

Mark E. Leininger, a current director of the Company, has been nominated by
the Board of Directors of the Corporation for election as a director in Class
III, to hold office until the Annual Meeting of Stockholders of the Company to
be held in 2002, unless he shall resign, become disqualified, disabled or shall
otherwise be removed from office. Shares represented by executed Proxies in the
form enclosed will be voted, if authority to do so is not withheld, for the
election as a Class III director of Mr. Leininger, unless he shall be
unavailable, in which case such shares will be voted for the substitute nominee
designated by the Board of Directors. The Board of Directors has no reason to
believe that Mr. Leininger will be unavailable or, if elected, will decline to
serve.

Directors will be elected by a plurality of votes cast at the Annual
Meeting.

The Board of Directors of the Company recommends a vote FOR the election of
Mark E. Leininger as a director in Class III.

Director's Compensation

Directors receive no cash compensation for their services to the Company as
directors, but are reimbursed for expenses actually incurred in connection with
attending meetings of the Board of Directors of the Company. Members of the
Board of Directors who are not employees of the Company, of which there
currently are three, are eligible to participate in the Director and Advisor
Plan.

-4-

<PAGE>

Board Meetings and Committees

During 1998, the Board of Directors met thirteen times. All current
directors of the Company attended not less than 75% of such meetings of the
Board and committees thereof on which they serve.

The Audit Committee, which currently consists of Norman W. Alexander, Marc
E. Jaffe and Neil M. Kaufman, met three times during 1998. The Audit Committee
recommends engagement of the Company's independent certified public accountants,
and is primarily responsible for reviewing and approving the scope of the audit
and other services performed by the Company's independent certified public
accountants and for reviewing and evaluating the Company's accounting principles
and practices, systems of internal controls, quality of financial reporting and
accounting and financial staff, as well as any reports or recommendations issued
by the independent accountants.

The Compensation Committee, which currently consists of Norman W. Alexander
and Neil M. Kaufman, met once during 1998. The Compensation Committee generally
reviews and approves of the Company's executive compensation and currently
administers all of the Company Stock Plans.

Principal Occupations of Directors

Set forth below is a brief description of the background of the current
directors of the Company, based on information provided by them to the Company.

Director
Name Age Positions and Offices with the Company Since
- ---- --- -------------------------------------- --------
<S> <C> <C>
Mark E. Leininger 48 President, Chief Executive Officer, Chief Operating Officer and Director 1996
Marc E. Jaffe, Esq. 47 Chairman of the Board of Directors and Secretary 1995
Norman W. Alexander 69 Director 1996
Werner G. Haase 61 Director 1999
Neil M. Kaufman, Esq. 38 Director 1996
Martin F. Schacker 41 Director 1997
</TABLE>

Set forth below is a brief description of the background of the executive
officers and directors of the Company, based on information provided by them to
the Company.

Mark E. Leininger was Chief Financial Officer of the Company from July 1995
through December 1997, and has been the Chief Operating Officer and a director
of the Company since September 1996, President of the Company since January 1998
and Chief Executive Officer of the Company since May 1999. From February 1994
through April 1995, Mr. Leininger was the President of Phoenix Leasing
Corporation, a passenger and cargo air carrier and aircraft leasing company,
which filed for bankruptcy protection in 1996. From February 1986 through
February 1994, Mr. Leininger held various positions, including Chief Financial
Officer and Chief Operating Officer, with Mid Pacific Air Corporation, a
transportation and service company whose stock was traded on The Nasdaq Stock
Market. Mr. Leininger received an MBA from National University, San Diego,
California in 1979 and a BA from Miami University, Oxford, Ohio in 1972.

Marc E. Jaffe, Esq. has been a director of the Company since May 1995. In
January 1998, Mr. Jaffe was elected Chairman of the Board of Directors of the
Company, in which capacity he does not serve as the Company's chief executive
officer. From 1992 until the present time, Mr. Jaffe has been President of
Electronic Licensing Organization, Inc., which, from time to time, has acted as
the Company's agent in the acquisition of certain electronic publishing rights.
From November 1997 until the present time, Mr. Jaffe has been Chairman of the
Board of Ice Capital Corporation, an investment banking company. From 1988 to
1991, Mr. Jaffe was Executive Vice President of database management for Franklin
Electronic Publishers, a New York Stock Exchange company engaged in the business
of publishing electronic books on hand held media. From 1985 through 1987, Mr.
Jaffe

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<PAGE>

was President of the software and video division of Simon & Schuster, a
publishing company. Mr. Jaffe received a JD degree from Columbia University
School of Law in 1976 and a BA from Columbia College in 1973.

Norman W. Alexander has been a director of the Company since October 1996.
Mr. Alexander is a retired former director of Imperial Foods Ltd. ("Imperial"),
a food products company, and formerly was the chairman of several subsidiaries
of Imperial.

Werner G. Haase has been a director of the Company since May 1999. Mr.
Haase is the Co-Chairman and Chief Executive Officer (since July 1996) of
X-Ceed, Inc. ("X-Ceed"), a Nasdaq-listed company providing performance
improvement services, Internet-based performance improvement programs and
communication services and corporate travel management services. Mr. Haase also
served as a director of X-Ceed from September 1987 to July 1996, as a director
and Chief Executive Officer of Journeycraft, Inc. prior to its acquisition by
X-Ceed in July 1996 and was the owner, with Nurit Kahane Haase, of TheraCom
Integrated Medical Communications, Inc. prior to its acquisition by X-Ceed in
July 1996.

Neil M. Kaufman, Esq. has been a director of the Company since December
1996 and served as the Company's Secretary from December 1996 to December 1997.
Mr. Kaufman is currently a member of Kaufman & Moomjian, LLC, counsel to the
Company. From January 1997 to December 1997, Mr. Kaufman was a partner in
Moritt, Hock & Hamroff, LLP ("Moritt Hock"). For four years prior thereto, he
was a member of Blau, Kramer, Wactlar & Lieberman, P.C. ("Blau Kramer"). Prior
to his affiliation with Blau Kramer, Mr. Kaufman was associated with Lord Day &
Lord, Barrett Smith ("Lord Day"). Moritt Hock, Blau Kramer and Lord Day served
as counsel to the Company during the periods in which Mr. Kaufman was affiliated
or associated with such firms. Mr. Kaufman received a JD degree from New York
University School of Law in 1984 and a BA degree from SUNY Binghamton in 1981.

Martin F. Schacker has been a director of the Company since December 1997.
Mr. Schacker also served as a director of the Company from August 1994 to
December 1995. From 1991 until the current time, Mr. Schacker has been Chairman
of M.S. Farrell & Co., Inc. ("MS Farrell"), a Wall Street investment banking and
brokerage firm which has served as one of the Company's investment bankers and
acted as the representative of the underwriters of the Company's 1995 initial
public offering. From 1987 through 1991, Mr. Schacker served as Senior Vice
President of investments and corporate finance of D.H. Blair & Company, Inc., an
investment banking and brokerage firm. Prior to that, Mr. Schacker served as
Senior Vice President of Shearson Lehman Brothers, a Wall Street investment
banking and brokerage firm. Mr. Schacker received a BA in Business from Hofstra
University in 1982. Mr. Schacker is a director of Innapharma, Inc., a Suffern,
New York-based biotechnology and contract research company.

MANAGEMENT

Officers of the Company

The executive officers of the Company currently are as follows:

Name Age Office Held
- ---- --- -----------
Marc E. Jaffe 47 Chairman of the Board and Secretary
Mark E. Leininger 48 President, Chief Executive Officer and Chief
Operating Officer
Alan W. Schoenbart 40 Vice President - Finance and Chief Financial
Officer

Set forth below is a brief description of the background of the executive
officers of the Company who do not also serve as directors, based on information
provided by them to the Company.

Alan W. Schoenbart joined the Company in April 1999 as its Vice President
and Chief Financial Officer. From August 1997 through April 1999, Mr. Schoenbart
was Chief Financial Officer of Windswept Environmental Group, Inc., a publicly
traded company engaged in providing environmental restoration and remediation
services.

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<PAGE>

From August 1995 to August 1997, he was Vice President of Finance and
Administration, Chief Financial Officer and Controller of Advanced Media, Inc.,
a publicly traded company engaged in interactive multimedia and Internet
electronic commerce content solutions. From 1993 to 1995 Mr. Schoenbart was
Controller of Good Times Entertainment Companies, Inc., a private entity engaged
in the production and distribution of home videos and software for mass merchant
retail chains. He also has approximately twelve years of public accounting
experience, primarily as a manager with KPMG Peat Marwick. Mr. Schoenbart
received a B.S. in Accounting from Fairleigh Dickinson University in 1981.

EXECUTIVE COMPENSATION

The following table sets forth, for the three years ended December 31,
1998, the cash and other compensation paid to all individuals serving as the
Company's Chief Executive Officer (or acting in a similar capacity) during the
1998 Fiscal Year and two other individuals who served as executive officers of
the Company during 1998 whose total compensation, for services rendered to the
Company during the 1998 Fiscal Year, was $100,000 or more (each, a "Named
Executive Officer").

<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation Awards
-------------------------------------- ------
Securities All
Other Annual Underlying Other
Name and Principal Position Year Salary Bonus Compensation (1) Options Compensation
- --------------------------- ---- ------ ----- ---------------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Mark E. Leininger, 1998 $ 145,000 -- -- 210,000 (2) --
President, Chief Executive 1997 145,000 $39,737 -- 100,000 (3) --
Officer and Chief Operating 1996 81,000 35,000 -- 75,000 --
Officer

Kevin D. Sullivan (4) 1998 $ 90,000 $24,868 -- 16,666 --
Vice President - Finance,
Chief Financial Officer
and Treasurer

Robert Gordon (5) 1998 $ 106,875 $12,782 -- -- $ 6,565 (6)
Vice President - 1997 75,100 28,521 -- 49,097 (7) --
Marketing and Sales 1996 26,809 35,085 -- 25,270 (8) --
<FN>
- ----------
(1) The value of all perquisites provided did not exceed the lesser of
$50,000 or 10% of the officer's salary and bonus.
(2) Does not include options to purchase 102,188 shares of Common Stock
repriced under the Company's 1998 repricing program. See "Repricing
of Options" and "Certain Relationships and Related Transactions" below.
(3) Does not include options to purchase 181,666 shares of Common Stock
repriced and reduced to options to purchase 136,250 shares of Common
Stock under the 1997 Repricing Program. See "Repricing of Options"
and "Certain Relationships and Related Transactions" below.
(4) Mr. Sullivan's employment by the Company was terminated in January 1999.
(5) Mr. Gordon's employment by the Company was terminated in October 1998.
(6) Represents accrued vacation time paid in cash upon termination of
employment.
(7) Does not include options to purchase 42,345 shares of Common Stock repriced
under the Company's 1998 repricing program. See "Repricing of Options"
below.
(8) Does not include options to purchase 71,624 shares of Common
Stock repriced and reduced to options to repurchase 53,718 shares under the
Company's 1997 Repricing Program. See "Repricing of Options" below.
</FN>
</TABLE>

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<PAGE>

Stock Option Grants in 1998

The following table sets forth the (a) number of shares underlying options
granted to each Named Executive Officer during the 1998 Fiscal Year, (b)
percentage that the grant represents of the total number of options granted to
all Company employees during the 1998 Fiscal Year, (c) per share exercise price
of each option and (d) expiration date of each option.
<TABLE>
<CAPTION>

Number of Shares Percentage of Total
Underlying Options Options Granted to Exercise Expiration
Name Granted During 1998 Employees in 1998 Price Date
- ---- ------------------- ----------------- ----- ----
<S> <C> <C> <C> <C> <C>
Mark E. Leininger. . . . . 3,750 (1) 0.5 $ 1.375 7/16/08
Mark E. Leininger. . . . . 1,875 (1) 0.3 1.375 7/16/08
Mark E. Leininger. . . . . 13,125 (1) 1.8 1.375 7/16/08
Mark E. Leininger. . . . . 27,188 (1) 3.7 1.375 7/16/08
Mark E. Leininger. . . . . 56,250 (1) 7.6 1.375 7/16/08
Mark E. Leininger. . . . . 200,000 27.0 .78125 11/12/08
Mark E. Leininger. . . . . 10,000 1.3 .78125 11/12/08
Kevin D. Sullivan. . . . . 12,500 (1) 1.7 1.375 7/16/08
<FN>
- ----------
(1) Represents repriced options.
</FN>
</TABLE>

Aggregate Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End
Option/SAR Values

Set forth in the table below is information, with respect to each of the
Named Executive Officers, as to the (a) number of shares acquired during the
1998 Fiscal Year upon each exercise of options granted to such individuals, (b)
the aggregate value realized upon each such exercise (i.e., the difference
between the market value of the shares at exercise and their exercise price),
(iii) the total number of unexercised options held on December 31, 1998,
separately identified between those exercisable and those not exercisable as of
such date, and (iv) the aggregate value of in-the-money, unexercised options
held on December 31, 1998, separately identified between those exercisable and
those not exercisable.

Number of Value of Unexercised
Unexercised Options In-the-Money Options
at December 31, 1998 at December 31, 1998
-------------------- --------------------
Shares
Acquired Value
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Mark E. Leininger . . . -0- -0- 180,415 165,835 $ 38,542 $ 27,083
Kevin D. Sullivan . . . -0- -0- 4,166 12,500 -0- -0-
</TABLE>

Employment Agreements

The Company has entered into an agreement with Mark E. Leininger (the
"Leininger Agreement"), which contains restrictions on the employee engaging in
competition with the Company for the term thereof and for up to one year
thereafter and provisions protecting the Company's proprietary rights and
information. The Leininger Agreement provides for the payment of three times the
average annual cash compensation paid by the Company to Mr. Leininger over the
previous five years, less $1.00, and the accelerated vesting of all outstanding
stock options granted to Mr. Leininger, upon the termination of his employment
within six months after a change in control or within six months prior thereto
if such termination was without cause. In October 1996, the Board of Directors
determined to pay to Mr. Leininger a bonus of $25,000 following the first
profitable fiscal quarter of the Company after the fourth quarter of 1996. This
bonus has not been paid.

-8-
<PAGE>

In May 1999, the Company agreed in principle to enter into an employment
agreement with Mark E. Leininger, pursuant to which the Company will retain Mr.
Leininger for a three year period to serve as the Company's President and Chief
Executive Officer with an initial base salary of $162,500, increasing by $10,000
per year during the term of the proposed employment agreement. In addition, the
proposed employment agreement is contemplated to provide for annual bonuses
equal to 3% of the Company's pre-tax income (to be defined), if any, and the
grant of certain options to purchase Common Stock. The proposed employment
agreement is also contemplated to contain restrictions on Mr. Leininger
competition with the Company and provisions protecting the Company's proprietary
rights and information. The proposed employment agreement is also contemplated
to provide for the payment of three times the average annual cash compensation
paid by the Company to Mr. Leininger over the previous five years, less $1.00,
and the accelerated vesting of all outstanding stock options granted to Mr.
Leininger, upon the termination of his employment within six months after a
change in control or within six months prior thereto if such termination was
without cause. There can be no assurance that the Company and Mr. Leininger
will finalize the terms of, and enter into, such proposed employment agreement.

On January 28, 1998, the Compensation Committee of the Board of Directors
of the Company determined to compensate Marc E. Jaffe for his services as
Chairman of the Board of Directors of the Company at the rate of $5,000 per
month, payable $2,500 in the month of service and $2,500 twelve months after
such initial payment. During 1998, the Company paid Mr. Jaffe $30,000 under this
arrangement and, pursuant to a letter agreement, dated December 17, 1998,
between the Company and Mr. Jaffe, the Company agreed to issue to Mr. Jaffe
30,000 shares of Common Stock in satisfaction of $22,500 of the Company's
obligations under such January 28, 1998 compensation arrangement. On January 13,
1999, the Compensation Committee of the Board of Directors of the Company
determined to compensate Marc E. Jaffe for his services as Chairman of the Board
of Directors of the Company for the 1999 calendar year at the rate of $5,000 per
month.

Company Stock Plans

1994 Long Term Incentive Plan

The Company has adopted the Company's 1994 Long Term Incentive Plan (the
"1994 Incentive Plan") in order to motivate qualified employees of the Company
to assist the Company in attracting employees and to align the interests of such
persons with those of the Company's stockholders. The 1994 Incentive Plan
provides for the grant of "incentive stock options" within the meaning of the
Section 422 of the Internal Revenue Code of 1986, as amended, "non-qualified
stock options," stock appreciation rights, restricted stock, performance grants
and other types of awards to officers, key employees, consultants and
independent contractors of the Company and its affiliates.

The 1994 Incentive Plan, which is administered by the Compensation
Committee of the Board of Directors (presently comprised of Norman W. Alexander
and Neil M. Kaufman), currently authorizes the issuance of a maximum of
1,333,333 shares of Common Stock (giving effect to the Reverse Stock Split),
which may be either newly issued shares, treasury shares, re-acquired shares,
shares purchased in the open market or any combination thereof. Incentive stock
options generally may be granted at an exercise price of not less than the fair
market value of shares of Common Stock on the date of grant, and non-qualified
stock options may be granted at an exercise price of not less than 85% of such
fair market value. If any award under the 1994 Incentive Plan terminates,
expires unexercised or is canceled, the shares of Common Stock that would
otherwise have been issuable pursuant thereto will be available for issuance
pursuant to the grant of new awards. The Company has issued an aggregate 1,666
(giving effect to the Reverse Stock Split) shares of Common Stock upon exercise
of options granted under the 1994 Incentive Plan, and, as of May 13, 1999,
options to purchase an aggregate 1,325,867 shares of are outstanding and 5,800
shares remain available for issuance under the 1994 Incentive Plan. The 1994
Incentive Plan expires in December 2003.

The 1994 Incentive Plan is proposed to be amended. See Proposal Number 3.

-9-
<PAGE>

Outside Director and Advisor Stock Option Plan

The Company adopted the Company's Outside Director and Advisor Stock Option
Plan (the "Director and Advisor Plan") for the purpose of attracting and
retaining well-qualified persons to serve as directors of and advisors to the
Company and to provide such persons with the opportunity to increase their
personal interest in the Company's continued success and further align their
interests with the interests of the stockholders of the Company through the
grant of options to purchase shares of Common Stock. All directors of the
Company who are not employees of the Company (each, a "Non-Employee Director"),
of which there are presently three, are eligible to participate in the Director
and Advisor Plan. Currently, up to 166,666 shares (giving effect to the Reverse
Stock Split) of Common Stock may be issued under the Director and Advisor Plan.

Under the Director and Advisor Plan, each Non-Employee Director of the
Company, upon first becoming a director of the Company, receives options to
purchase 8,333 (giving effect to the Reverse Stock Split) shares of Common Stock
at a price equal to the fair market value of the Common Stock on the date of
grant and thereafter receives options to purchase 3,333 (giving effect to the
Reverse Stock Split) shares of Common Stock at a price equal to the per share
fair market value of the Common Stock on August 1st of each subsequent year. In
March 1997, the Advisory Committee was eliminated. Options awarded to each
Non-Employee Director become exercisable over a period of two years, and are
subject to forfeiture under certain conditions. The Company has issued an
aggregate 6,556 shares (giving effect to the Reverse Stock Split) of Common
Stock upon exercise of options granted under the Director and Advisor Plan, and,
as of May 13, 1999, options to purchase an aggregate 123,439 shares (giving
effect to the Reverse Stock Split) are outstanding and options to purchase
36,672 shares remain available for grant under the Director and Advisor Plan.
The Director and Advisor Plan expires in December 2005.

The Director and Advisor Plan is proposed to be amended. See Proposal Number 4.

SPC 1989 Stock Plan

In connection with the Company's acquisition (the "SPC Acquisition") of
Software Publishing Corporation ("SPC"), the Company assumed all of SPC's
obligations under SPC's 1989 Stock Plan (the "SPC 1989 Plan"). The SPC 1989 Plan
remains effective and the Company may, until the SPC 1989 Plan terminates in
accordance with its terms, at its discretion, grant additional options under the
SPC 1989 Plan.

The SPC 1989 Plan provides for the grant of incentive stock options,
non-qualified stock options, stock appreciation rights, stock purchase rights,
incentive stock rights, performance grants and other types of awards to
officers, key employees, consultants and independent contractors of SPC and the
Company. The SPC 1989 Plan, which is administered by the Compensation Committee
of the Board of Directors, currently authorizes the issuance of a maximum of
89,350 shares (giving effect to the Reverse Stock Split) of Common Stock, which
may be either newly issued shares, treasury shares, re-acquired shares, shares
purchased in the open market or any combination thereof. Incentive stock options
generally may be granted at an exercise price of not less than the fair market
value of shares of Common Stock on the date of grant; non-qualified stock
options may be granted at an exercise price of not less than 50% of such fair
market value; incentive stock rights permit the rightsholder to receive cash or
shares of Common Stock based upon the Company or the rightsholder obtaining
results specified at the time of the granting of such rights; stock appreciation
rights (which may be granted in connection with an option grant or as a separate
grant) entitles the grantee to receive a cash payment based upon the yield of
the Common Stock between grant and exercise; stock purchase rights entitle the
rightsholder to purchase shares of Common Stock at a price of not less than 50%
of the fair market price of such shares with the Company retaining a diminishing
right to repurchase such shares over a specified period should the
rightsholder's relationship with the Company terminate; and long term
performance awards allow the Company to customize incentive award programs to
permit the awarding of cash or Common Stock upon the Company or grantee
researching specified levels of performance. If any award under the SPC 1989
Plan terminates, expires unexercised, or is canceled, the shares of Common Stock
that would otherwise have been issuable pursuant thereto will be available for
issuance pursuant to the grant of new awards. The equivalent of 4,616 shares
(giving effect to the Reverse Stock Split) of Common Stock have been issued upon
exercise of options granted under the SPC 1989 Plan, and, as of May 13, 1999,
options to purchase an

-10-
<PAGE>

aggregate 80,435 shares are outstanding and 4,299 shares remain available for
issuance under the SPC 1989 Plan. The SPC 1989 Plan will terminate in October
1999.

SPC 1991 Stock Option Plan

In connection with the SPC Acquisition, the Company assumed all of SPC's
obligations under SPC's 1991 Stock Option Plan (the "SPC 1991 Plan"). The SPC
1991 Plan remains effective and the Company may, until the SPC 1991 Plan
terminates in accordance with its terms, at its discretion, grant additional
options under the SPC 1991 Plan.

The SPC 1991 Plan provides for the grant of incentive stock options,
non-qualified stock options and stock purchase rights to officers, key
employees, consultants and independent contractors of SPC and the Company. The
SPC 1991 Plan, which is administered by the Compensation Committee of the Board
of Directors, currently authorizes the issuance of a maximum of 142,960 shares
of Common Stock, which may be either newly issued shares, treasury shares,
re-acquired shares, shares purchased in the open market or any combination
thereof. Incentive stock options generally may be granted at an exercise price
of not less than the fair market value of shares of Common Stock on the date of
grant; non-qualified stock options may be granted at an exercise price of not
less than 85% of such fair market value; and stock purchase rights entitle the
rightsholder to purchase shares of Common Stock at a price of not less than 85%
of the fair market price of such shares with the Company retaining a diminishing
right to repurchase such shares over a specified period should the
rightsholder's relationship with the Company terminate. If any award under the
SPC 1991 Plan terminates, expires unexercised, or is canceled, the shares of
Common Stock that would otherwise have been issuable pursuant thereto will be
available for issuance pursuant to the grant of new awards. The equivalent of
355 shares of Common Stock have been issued upon exercise of options granted
under the SPC 1991 Plan, and, as of May 13, 1999, the Company has options to
purchase an aggregate 142,605 shares of Common Stock outstanding and no shares
remain available for issuance under the SPC 1991 Plan. The SPC 1991 Plan will
terminate in October 2001.

Repricing of Options

On August 29, 1997, the Board of Directors approved the 1997 Repricing
Program pursuant to which the Company offered to all then-current officers,
directors and employees of the Company the opportunity to reduce the exercise
price of their respective options granted under the Company Stock Plans to $3.75
per share (giving effect to the Reverse Stock Split) of Common Stock (the fair
market value of the Common Stock as of the close of business on such date);
provided, that, as a condition to such repricing, the optionee is required to
surrender for cancellation 25% of the options so repriced, which would in all
cases be the latest options to become exercisable under each repriced option.
Except for such cancellation provision, each repriced option would be identical
to the optionee's prior option, except that, during the six-month period
commencing from the date of the acceptance of the repricing offer, the options
would not be exercisable.

Effective July 17, 1998, the Company adopted a repricing program (the "1998
Repricing Program") pursuant to which (a) the Company offered to each optionee
(each, an "Eligible Optionee") granted one or more options under any of the
Plans who, as of July 17, 1998, was either an employee or a director of the
Company, the right to exchange each outstanding option (each, an "Eligible
Option") granted to such Eligible Optionee under the 1994 Plan, Director and
Advisor Plan, SPC 1989 Plan and SPC 1991 Plan, (collectively the "Company Stock
Plans"), for the issuance of two options (collectively, the "Repriced Options"),
the first such option (the "New Option") entitling the Eligible Optionee to
purchase up to 75% of the number of shares of the common stock, par value $.001
per share (the "Common Stock"), of the Company, that were issuable under the
Eligible Option so exchanged, at an exercise price per share equal to $1.375,
the closing per share price on July 17, 1998, as reported by The Nasdaq Stock
Market, Inc., and the second such option (the "Non-Repriced Option") entitling
such Eligible Optionee to purchase up to 25% of the number of shares of Common
Stock that were issuable under the Eligible Option so exchanged, at an exercise
price per share equal to the exercise price per share under the Eligible Option
so exchanged. To the extent the Eligible Option so exchanged was exercisable as
of July 17, 1998, the Non- Repriced Option shall be exercisable and, where the
number of shares exercisable under the Eligible Option so exchanged as of July
17, 1998 exceeded the number of shares issuable under the Non-Repriced Option,
any such

-11-
<PAGE>

options shall be immediately exercisable under the New Option. Further, to
the extent the Eligible Option so exchanged was not exercisable as of July 17,
1998, the Non-Repriced Option shall first become exercisable in accordance with
the earliest dates set forth in the Eligible Option so exchanged for the
exercisability of shares issuable under the Eligible Option so exchanged, and
the shares of Common Stock issuable under the New Option shall become
exercisable (i) on July 17, 1999, with respect to 25% of the total number of
shares of Common Stock issuable under the New Option, (ii) on July 17, 2000,
with respect to an additional 25% of the total number of shares of Common Stock
issuable under the New Option, (iii) on July 17, 2001, with respect to an
additional 25% of the total number of shares of Common Stock issuable under the
New Option, and (iv) on July 17, 2002, with respect to the final 25% of the
total number of shares of Common Stock issuable under the New Option. In
addition, each New Option shall have a term expiring at the close of business on
July 16, 2008 and shall be deemed granted under such of the Plans under which
the Eligible Option was originally granted and the Non-Repriced Option shall be
deemed granted under such of the Plans under which the Eligible Option was
originally granted. Except as otherwise noted, each of the Repriced Options
shall otherwise be identical to the Eligible Option so exchanged.

The creation of the 1997 Repricing Program and 1998 Repricing Program was
approved primarily because of the importance to the Company of having meaningful
equity incentives in the hands of key officers, directors and employees. The
Board and Compensation Committee believed that stock options which are "out of
the money" provide less compensatory incentive to an officer, director and
employee who may be considering alternative opportunities. The six month period
during which the repriced options were not exercisable under the 1997 Repricing
Program was viewed as a means of retaining the services of valued employees for
a longer period of time. The Board and Committee decided to include directors
and officers in the 1997 Repricing Program and 1998 Repricing Program because of
the importance of their leadership, administrative and technical skills to the
success of the Company's business. See "Certain Relationships and Related
Transactions" below.

Indemnification

Section 145 of the Delaware General Corporation Law provides that
indemnification of directors, officers, employees and other agents of a
corporation, and persons who serve at its request as directors, officers,
employees or other agents of another organization, may be provided by such
corporation.

The Company's Certificate of Incorporation includes provisions eliminating
the personal liability of its directors for monetary damages resulting from
breaches of their fiduciary duty except, pursuant to the limitations of the
Delaware General Corporation Law, (i) for any breach of the director's duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law, or any
amendatory or successor provisions thereto, or (iv) with respect to any
transaction from which the director derived an improper personal benefit. The
Company's By-laws provide indemnification to directors, officers, employees and
agents, including against claims brought under state or Federal securities laws,
to the full extent allowable under Delaware law. The Company also has entered
into indemnification agreements with its directors and executive officers
providing, among other things, that the Company will provide defense costs
against any such claim, subject to reimbursement in certain events. The Company
also maintains a directors and officers liability insurance policy in a coverage
amount of $3,000,000, subject to a $200,000 deductible.

Report of the Compensation Committee Regarding Exchange of Options

Effective July 17, 1998, the Company adopted the 1998 Repricing Program
pursuant to which the Company offered to each Eligible Optionee the right to
exchange each Eligible Option granted to such Eligible Optionee under the
Company Stock Plans, for the issuance of two Repriced Options: (a) a New Option
entitling the Eligible Optionee to purchase up to 75% of the number of shares of
Common Stock that were issuable under the Eligible Option so exchanged, at an
exercise price per share equal to $1.375, the closing per share price on July
17, 1998, as reported by The Nasdaq Stock Market, Inc., and (b) a Non-Repriced
Option entitling such Eligible Optionee to purchase up to 25% of the number of
shares of Common Stock that were issuable under the Eligible Option so
exchanged, at an exercise price per share equal to the exercise price per share
under the Eligible Option

-12-

<PAGE>

so exchanged. Under the 1998 Repricing Program, (a) to the extent the
Eligible Option so exchanged was exercisable as of July 17, 1998, the
Non-Repriced Option shall be exercisable and, where the number of shares
exercisable under the Eligible Option so exchanged as of July 17, 1998 exceeded
the number of shares issuable under the Non-Repriced Option, any such options
shall be immediately exercisable under the New Option, (b) to the extent the
Eligible Option so exchanged was not exercisable as of July 17, 1998, the
Non-Repriced Option shall first become exercisable in accordance with the
earliest dates set forth in the Eligible Option so exchanged for the
exercisability of shares issuable under the Eligible Option so exchanged, and
the shares of Common Stock issuable under the New Option shall become
exercisable (i) on July 17, 1999, with respect to 25% of the total number of
shares of Common Stock issuable under the New Option, (ii) on July 17, 2000,
with respect to an additional 25% of the total number of shares of Common Stock
issuable under the New Option, (iii) on July 17, 2001, with respect to an
additional 25% of the total number of shares of Common Stock issuable under the
New Option, and (iv) on July 17, 2002, with respect to the final 25% of the
total number of shares of Common Stock issuable under the New Option, (c) the
New Option shall have a term expiring at the close of business on July 16, 2008
and be deemed granted under such of the Plans under which the Eligible Option
was originally granted, (d) the Non-Repriced Option shall be deemed granted
under such of the Plans under which the Eligible Option was originally granted
and (e) each of the Repriced Options shall otherwise be identical to the
Eligible Option so exchanged.

The 1998 Repricing Program was approved primarily because of the importance
to the Company of having equity incentives in the hands of key officers,
directors and employees. The Compensation Committee believed that stock options
which are "out of the money" provide less compensatory incentive to an officer,
director or employee who may be considering alternative opportunities. The
extension of the period prior to when certain options would first become
exercisable was viewed as a means of retaining the services of valued employees
for a longer period of time. The Committee decided to include directors and
officers in the Repricing Program because of the importance of their leadership,
administrative and technical skills to the success of the Company's business.

The Compensation Committee of the
Board of Directors of the Company

Norman W. Alexander
Neil M. Kaufman

Certain Relationships and Related Transactions

Martin F. Schacker, a director of the Company, is Chairman of the Board of
Directors of MS Farrell and MSF Holdings, the parent holding company of MS
Farrell. MS Farrell acted as placement agent on behalf of the Company in selling
an aggregate of 1,115,250 shares of Class A Convertible Preferred Stock of the
Company in June 1994 and an additional 75,000 shares of Class A Convertible
Preferred Stock in November 1994 for aggregate gross proceeds of $1,190,250. In
consideration for its services in connection therewith, MS Farrell received a
10% commission and a 3% non-accountable expense allowance on the gross proceeds
of such offering, a warrant which became exercisable for an aggregate of 100,784
shares (giving effect to the Reverse Stock Split) of Common Stock which MS
Farrell exercised in full for nominal consideration, and certain other
consideration. As a result of such warrant exercise, MS Farrell became a holder
of more than 5% of the outstanding Common Stock. MS Farrell also acted as
placement agent on behalf of the Company in selling an aggregate of $1,250,000
principal amount of promissory notes and 81,300 shares (giving effect to the
Reverse Stock Split) of Common Stock in August 1995. In connection with its
services therewith, MS Farrell received a 10% commission and a 3%
non-accountable expense allowance on the gross proceeds of such offering. A
$100,000 loan from MS Farrell to the Company was repaid from the Company's
proceeds of such offering. MS Farrell acted as representative of the
underwriters of the Company's initial public offering (the "IPO"), which was
consummated on December 12, 1995, pursuant to which the Company sold an
aggregate 380,800 shares (giving effect to the Reverse Stock Split) of Common
Stock for gross proceeds of $5,854,800. As compensation for its underwriting
services in connection with the IPO, MS Farrell received a 10% underwriting
discount and a 3% non-accountable expense allowance of the gross proceeds from
the IPO and UPOs to purchase 34,433 shares (giving effect to the Reverse Stock
Split) of Common Stock at $18.45 per share (giving effect to the Reverse Stock
Split) for a four year period terminating on December 5, 2000.

-13-
<PAGE>

Pursuant to an engagement agreement, dated December 23, 1993, between the
Company and MS Farrell, the Company agreed (a) to use MS Farrell as its
exclusive investment banker for a five-year period, (b) to pay monthly
consulting fees to MS Farrell of $2,500 until December 1998, in connection with
which the Company paid MS Farrell $138,128 through August 20, 1996, and (c) to
pay to MS Farrell a fee of 2% of the greater of the maximum commitment under, or
the maximum amount actually borrowed by the Company pursuant to, a conventional
line of credit extended to the Company by a bank or other short-term lender
introduced to the Company by MS Farrell. The Company had the right to terminate
the above-described obligations under this engagement agreement upon the payment
of $250,000 in cash. In August 1996, in exchange for the right to pay such
termination fee in shares of Common Stock, the suspension of payment of
obligations under this engagement agreement and certain other consideration, the
Company granted to MS Farrell and a designee thereof warrants (the "MSF
Warrants") to purchase 166,666 shares (giving effect to the Reverse Stock Split)
of Common Stock exercisable at $20.625 per share (giving effect to the Reverse
Stock Split) for a six-year period and extended the expiration date of the UPOs
to August 22, 2002. In March 1997, the Company exercised its right to terminate
the Company's investment banking obligations to MS Farrell and, in connection
therewith, issued an aggregate of 23,809 shares (giving effect to the Reverse
Stock Split) of Common Stock to MSF Holdings, the parent holding company of MS
Farrell, and to one other designee thereof.

In June 1996, the Company loaned $200,000 to Associated. Martin F.
Schacker, a director of the Company and Chairman of the Board of MS Farrell, is
a director and stockholder and Neil M. Kaufman, a director of the Company, is a
stockholder of Associated. This loan was represented by a promissory note (the
"Associated Note"), bearing interest at 14% per annum and secured by the assets
of Associated. In connection with this loan, the Company also received a warrant
(the "Innapharma Warrant") to purchase 100,000 shares of the common stock of
Innapharma, Inc., a pharmaceutical company ("Innapharma"), of which MS Farrell
may also be considered an affiliate and of which Mr. Schacker is a director, at
an exercise price of $5.50 per share. In March 1997, in consideration for a
warrant (the "Associated Warrant") to purchase 100,000 shares of the common
stock of Associated at an exercise price of $1.00 per share, exercisable for a
six year period, the Company agreed to extend the maturity of the Associated
Note and the Company further agreed to exchange the Associated Note for a
similar note (the "Innapharma Note") bearing interest at 12% per annum issued by
Innapharma maturing on the earlier of November 27, 1997 or the consummation of
an offering of equity securities of Innapharma. In July, 1997, the Innapharma
Note was repaid in full (including all accrued interest thereon) and
contemporaneously therewith, the Company assigned the Innapharma Warrant to MS
Farrell in exchange for a reduction in the number of shares of Common Stock that
may be purchased under the MS Farrell Warrants by 33,333 shares (giving effect
to the Reverse Stock Split).

Pursuant to a Financial Advisory Agreement, dated as of November 20, 1997
(the "1997 Farrell Agreement"), between the Company and MS Farrell, the Company
retained MS Farrell to perform specified financial advisory services for the
Company on a non-exclusive basis. In consideration for entering into the 1997
Farrell Agreement, the number of shares of Common Stock that may be purchased
upon exercise of the MS Farrell Warrants was reduced by 20,000 to 113,333 shares
(giving effect to the Reverse Stock Split), the number of shares of Common Stock
that may be purchased upon exercise of the UPOs was reduced by 5,165 to 29,268
shares (giving effect to the Reverse Stock Split), the exercise price of both
the MS Farrell Warrants and Underwriters' Purchase Options was reduced to $6.00
per share (giving effect to the Reverse Stock Split) and MS Farrell waived all
anti-dilutive rights under the UPOs and MS Farrell Warrants in connection with
the Company's October 1997 sale of 320,666 shares (giving effect to the Reverse
Stock Split) of Common Stock in a private placement transaction. Under the 1997
Farrell Agreement, the Company is obligated to pay MS Farrell between 2% and 7%
of the aggregate consideration paid in any merger, consolidation,
recapitalization, business combination or other stock or asset transaction in
which MS Farrell participates as an identifying or introducing agent or in
connection with which the Company seeks the advice of MS Farrell. Pursuant to an
Amendment to the Financial Advisory Agreement, dated January 28, 1998 (the "1998
Farrell Agreement"), between the Company and MS Farrell, MS Farrell agreed to
perform additional financial advisory services for the Company. In consideration
for entering into the 1998 Farrell Agreement, the per share exercise price of
the MS Farrell Warrants and UPOs was reduced to the lesser of: $3.81 (giving
effect to the Reverse Stock Split) or 120% of the sale price of any shares of
Common Stock sold by the Company to a source introduced by MS Farrell within the
twelve-month period terminating on January 27, 1999; provided, however, that the
per share exercise price may not be less than $3.18 (giving effect to the
Reverse Stock

-14-
<PAGE>

Split); and the expiration date of the MS Farrell Warrants and UPOs was
extended to August 20, 2002. Giving effect to the anti-dilutive provisions of
the MS Farrell Warrants, the MS Farrell Warrants entitle the holders thereof to
purchase an aggregate of 198,686 shares of Common Stock at $2.0591 per share.

In connection with the Company's private placement (the "May 1998 Private
Placement") consummated in May 1998, MS Farrell was paid a fee of $11,700 with
respect to the sale of an aggregate 129,999 shares (giving effect to the Reverse
Stock Split) of Common Stock to two individuals.

The following directors and executive officers purchased shares of Common
Stock in the May 1998 Private Placement, each at $1.20 per share.

<TABLE>
<CAPTION>
Name Number of Shares
<S> <C>
Norman W. Alexander (1). . . . . 8,333
Marc E. Jaffe. . . . . . . . . . 23,333
Mark E. Leininger (2). . . . . . 3,333
- ----------
<FN>
(1) Mr. Alexander's spouse also purchased 8,333 shares of Common Stock in the
May 1998 Private Placement.
(2) Purchased with spouse as joint tenants.
</FN>
</TABLE>

During 1997, the Company incurred approximately $480,000 in legal fees to
Moritt Hock, then its counsel. Neil M. Kaufman, a director of the Company, was a
partner in Moritt Hock during 1997. Mr. Kaufman currently is a member of Kaufman
& Moomjian, LLC, counsel to the Company (together with its predecessors, "K &
M"). During 1997, the Company incurred approximately $55,000 in legal fees to K
& M. During 1998, the Company incurred approximately $390,000 in legal fees to K
& M. In May 1998, K & M was issued 11,904 shares of Common Stock in partial
satisfaction of outstanding legal fees equal in amount to the market value of
such shares, and these shares have been assigned to Mr. Kaufman. In 1997 and
1998, Moritt Hock and K & M acted as counsel to MS Farrell in connection with
four private placement transactions, two of which transactions involved
Innapharma, Inc. ("Innapharma"), and certain other matters, and also acted as
counsel to Associated. Martin F. Schacker, a director of the Company, is
Chairman of the Board of MS Farrell and a director of Innapharma and Associated;
and MS Farrell may also be considered an affiliate of Innapharma and Associated.

With respect to compensation paid to Mark E. Leininger in his capacity as
an employee of the Company and an employment agreement proposed to be entered
into between Mr. Leininger and the Company, see "Executive Compensation" above.
On January 13, 1999, the Compensation Committee of the Board of Directors of the
Company fixed the 1999 base salary of Mr. Leininger at $162,500.

In connection with the 1997 Repricing Program, options held by directors
and executive officers granted under the Company Stock Plans were repriced as
follows:

-15-

<PAGE>

Prior Option (1) Repriced Option (2)
---------------- -------------------
Shares Per Share Shares
Underlying Exercise Underlying Exercise
Optionee Option Price Option (1) Date
- -------- ---------- --------- ---------- --------
<S> <C> <C> <C> <C>
Norman W. Alexander . . . . 8,333 $ 15.09 6,250 12/19/06
Norman W. Alexander . . . . 3,333 6.0375 2,500 7/31/07
Marc E. Jaffe . . . . . . . 1,666 7.50 1,250 10/31/04
Marc E. Jaffe . . . . . . . 8,333 8.25 6,250 8/2/05
Marc E. Jaffe . . . . . . . 3,333 17.625 2,500 7/31/06
Marc E. Jaffe . . . . . . . 3,333 6.0375 2,500 7/31/07
Neil M. Kaufman . . . . . . 8,333 8.25 6,250 4/24/06
Neil M. Kaufman . . . . . . 8,333 15.09 6,250 12/19/06
Neil M. Kaufman . . . . . . 8,333 6.0375 2,500 7/31/07
Mark E. Leininger . . . . . 6,666 11.25 5,000 7/20/05
Mark E. Leininger . . . . . 3,333 12.75 2,500 2/19/06
Mark E. Leininger . . . . . 23,333 8.25 17,500 4/24/06
Mark E. Leininger . . . . . 48,333 22.68 36,250 9/28/06
Mark E. Leininger . . . . . 100,000 10.29 75,000 2/4/07
- ---------
<FN>
(1) Gives effect to the Reverse Stock Split
(2) The exercise price of all options were repriced to $3.75 per share
(giving effect to the Reverse Stock Split).
</FN>
</TABLE>

In connection with the 1998 Repricing Program, the following options held
by directors and executive officers granted under the Company Stock Plans were
repriced each to an exercise price of $1.375 per share with a termination date
of July 16, 2008:

<TABLE>
<CAPTION>
Shares Underlying Original Original
Optionee Original Option Exercise Price Termination Date
<S> <C> <C> <C>
Norman W. Alexander . . . . 4,688 $ 3.75 12/19/06
Norman W. Alexander . . . . 1,875 3.75 7/31/07
Norman W. Alexander . . . . 25,000 3.1875 12/15/07
Marc E. Jaffe . . . . . . . 938 3.75 10/31/04
Marc E. Jaffe . . . . . . . 4,688 3.75 8/2/05
Marc E. Jaffe . . . . . . . 1,875 3.75 7/31/06
Marc E. Jaffe . . . . . . . 1,875 3.75 7/31/07
Mark E. Jaffe . . . . . . . 25,000 3.1875 12/15/07
Marc E. Jaffe . . . . . . . 16,250 2.8125 1/27/08
Neil M. Kaufman . . . . . . 4,688 3.75 4/24/06
Neil M. Kaufman . . . . . . 4,688 3.75 12/19/06
Neil M. Kaufman . . . . . . 1,875 3.75 7/31/07
Mark E. Leininger . . . . . 3,750 3.75 7/20/05
Mark E. Leininger . . . . . 1,875 3.75 2/19/06
Mark E. Leininger . . . . . 13,125 3.75 4/24/06
Mark E. Leininger . . . . . 27,188 3.75 9/28/06
Mark E. Leininger . . . . . 56,250 3.75 2/4/07
Martin F. Schacker. . . . . 6,249 2.859375 12/28/07
Martin F. Schacker. . . . . 18,750 2.8125 1/27/08
</TABLE>

Section 16(a) Beneficial Ownership Reporting Compliance

Based solely upon a review of Forms 3, 4 and 5, and amendments thereto,
furnished to the Company, together with written representations received by the
Company from applicable parties that no Form 5 was required to be filed by such
parties, all parties subject to the reporting requirements of Section 16(a) of
the Exchange Act

-16-
<PAGE>

filed all such required reports during and with respect to the 1998 Fiscal
Year, except that Kevin D. Sullivan was two days delinquent in filing his
Initial Statement of Beneficial Ownership of Securities on Form 3.

PROPOSAL NUMBER 2 TO AMEND THE CERTIFICATE OF INCORPORATION
TO CHANGE THE NAME OF THE COMPANY TO
"VIZACOM INC."

The Board of Directors has proposed and recommends to the Company's
stockholders the following amendment to Article "FIRST" of the Company's
Certificate of Incorporation in order to change the name of the Company from
"Software Publishing Corporation Holdings, Inc." to "Vizacom Inc.":

"Article FIRST of the Amended and Restated Certificate of
Incorporation of Software Publishing Corporation Holdings, Inc. be
amended to read as follows:

FIRST: The name of the corporation is:
Vizacom Inc."

The Board of Directors has given consideration to a possible name change
primarily because the Company's present name no longer portrays the scope of its
business. After careful consideration, the Board believes that the name "Vizacom
Inc.," a derivative of the words "visual communications," the current scope of
the Company's products and strategy, best fits the name and future of the
Company. In the past, the Company has primarily sold computer software products
for the desktop publishing, presentation graphics and graphics/drawing software
for the corporate, small office/home office ("SOHO") and consumer markets,
marketing its products primarily through the traditional wholesale/retail,
corporate and direct marketing channels. In 1998, the Company significantly
curtailed the operations of its Software Publishing Corporation subsidiary.
Recently, the Company has been increasing its marketing and sales efforts
through direct marketing and the Internet. Additionally, the Company has seen a
dramatic increase in the public's positive perception of companies emphasizing
their Internet- based businesses. Further, in January 1999, the Company formed a
wholly-owned subsidiary, VisualCities.com Inc., which is intended to commence
and operate an Internet portal/community website targeted to users of visual
communications tools, including the Company's existing software customers. In
light of the Company's recent change in marketing and sales focus to direct
marketing and the Internet and the formation of VisualCities.com Inc., the Board
of Directors believes that the Company's name should better reflect the
Company's new business focus. Accordingly, after review, the Board has decided
to recommend to the stockholders that the name of the Company be changed to
"Vizacom Inc."

The proposed amendment to the Certificate of Incorporation must be approved
by the affirmative vote of the holders of a majority of the votes entitled to be
cast on this matter at the Annual Meeting.

The Board of Directors of the Company recommends a vote FOR the approval of
this amendment to the Company's Certificate of Incorporation.

PROPOSAL NUMBER 3
TO APPROVE THE AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION
TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK

The Company's Certificate of Incorporation presently provides that the
number of shares of Common Stock which the Company is authorized to issue is
30,000,000. The Company's Board of Directors has determined that it is advisable
to increase the number of authorized shares of Common Stock to 60,000,000, and
has authorized such amendment to the Company's Certificate of Incorporation,
subject to stockholder approval. Under the proposed amendment, subject to and
upon stockholder approval, paragraph (a) of Article Fourth of the Certificate of
Incorporation would be amended to read as follows:

-17-
<PAGE>

"The total number of shares of all classes of stock which the
corporation shall have authority to issue is SIXTY-TWO MILLION (62,000,000)
shares. Of these (i) SIXTY MILLION (60,000,000) shares shall be shares of
Common stock of the par value of $.001 per share; (ii) ONE MILLION NINE
HUNDRED THIRTY-NINE THOUSAND FOUR HUNDRED EIGHTY (1,939,480) shares shall
be shares of Serial Preferred Stock of the par value of $.001 per share;
and (iii) SIXTY THOUSAND FIVE HUNDRED TWENTY (60,520) shares shall be Class
B Voting Preferred Stock, Series A of the par value of $.001 per share.

If Proposal Number 3 is approved by the stockholders of the Company, the
additional shares of Common Stock so authorized, as well as shares of Common
Stock presently authorized but not issued or outstanding, may be issued from
time to time upon authorization of the Board of Directors, without further
approval by the stockholders of the Company, unless required by applicable law,
and for such consideration as the Board of Directors may determine and as may be
permitted by applicable law. The Board of Directors of the Company believes the
increase in the authorized shares is necessary to provide the Company with the
flexibility to act in the future with respect to financing programs,
acquisitions, stock splits and other corporate purposes (although no such
specific activities are currently contemplated, except for a possible equity or
debt private placement) without the delay and expense associated with obtaining
special stockholder approval each time an opportunity requiring the issuance of
shares may arise. Such a delay might deny the Company the flexibility the Board
of Directors views as important in facilitating the effective use of the
Company's securities.

The increase in authorized shares is not being proposed as a means of
preventing or dissuading a change in control or takeover of the Company.
However, use of these shares for such a purpose is possible. Shares of
authorized but unissued Common Stock, as well as shares of authorized but
unissued Serial Preferred Stock, for example, could be issued in an effort to
dilute the stock ownership and voting power of persons seeking to obtain control
of the Company or could be issued to purchasers who would support the Board of
Directors in opposing a takeover proposal. In addition, the increase in
authorized shares, if approved, may have the effect of discouraging a challenge
for control or making it less likely that such a challenge, if attempted, would
be successful.

The proposed amendment does not change the terms of the Common Stock.
Neither the Company's Certificate of Incorporation nor Delaware law grants
holders of Common Stock any preemptive rights. The additional shares of Common
Stock for which authorization is sought will have the same voting rights, the
same rights to dividends and distributions and will be identical in all other
respects to the shares of Common Stock now authorized. Adoption of the proposed
amendment to the Certificate of Incorporation would not affect the rights of the
holders of currently outstanding shares of Common Stock.

The authorization of additional shares of Common Stock pursuant to this
proposal will have no dilutive effect upon the proportionate voting power of the
present shareowners of the Company. However, to the extent that shares are
subsequently issued to persons other than the present stockholders and/or in
proportions other than the proportion that presently exists, such issuance could
have a substantial dilutive effect on present stockholders.

As of the Record Date, the Company had 5,263,891 shares of Common Stock
outstanding and 4,661,515 shares of Common Stock reserved for issuance pursuant
to the Company Stock Plans (2,052,449 shares) and other outstanding options and
warrants (2,609,066 shares) to purchase Common Stock. The Company has also
reserved for issuance certain shares of Common Stock pursuant to the Rights
Agreement, dated as of March 31, 1998, between the Company and American Stock
Transfer and Trust Company (the "Stockholder Rights Plan").

The following table illustrates the effect of the increase in the number of
authorized shares of Common Stock, without giving effect to any shares of Common
Stock reserved for issuance pursuant to the Stockholder Rights Plan.

-18-

<PAGE>

<TABLE>
<CAPTION>
Before the After the
Amendment Amendment

<S> <C> <C>
Authorized . . . . . . . . . . . . . 30,000,000 60,000,000
Outstanding. . . . . . . . . . . . . 5,263,891 5,263,891
Reserved . . . . . . . . . . . . . . 4,661,515 4,661,515
Available for future issuance. . . . 20,074,594 50,074,594
</TABLE>

The affirmative vote of the holders of a majority of the shares of Common
Stock issued and outstanding on the Record Date will be required to approve this
amendment to the Company's Certificate of Incorporation.

The Board of Directors recommends a vote FOR approval of this amendment to
the Company's Certificate of Incorporation.

PROPOSAL NUMBER 4
TO APPROVE THE AMENDMENT TO THE COMPANY'S 1994 LONG TERM
INCENTIVE PLAN TO INCREASE THE NUMBER OF AUTHORIZED SHARES

The Board of Directors has adopted, and recommends that stockholders
approve, an amendment to the 1994 Plan that would increase the number of shares
of Common Stock available for award under the Option Plan to 5,000,000 shares
from its present number of 1,666,666 shares.

As of the Record Date, there were 5,800 shares available for award grant
under the 1994 Plan. The Board believes that adding shares to the 1994 Plan is
in the best interests of the Company because it will permit the Company to
attract and retain officers, directors, employees and consultants by providing
them with appropriate equity incentives. The 1994 Plan plays an important role
in the Company's efforts to attract and retain employees, officers, directors
and consultants of outstanding ability.

The Option Plan was adopted by the Board of Directors and approved by the
stockholders of the Company in 1993. The Board adopted the proposed amendment to
the 1994 Plan in April 1999, to be effective upon stockholder approval. Set
forth below is a summary of the principal features of the 1994 Plan, which
summary is qualified in its entirety by reference to the terms and conditions of
the 1994 Plan. A copy of the 1994 Plan, as proposed to be amended (with such
change in bold), is attached as Appendix "A" to this Proxy Statement.

Plan Summary

The 1994 Plan authorizes the granting of awards to officers, directors and
employees of the Company, as well as to third parties providing services to the
Company, e.g., independent contractors, consultants and advisors to the Company.
The 1994 Plan is administered by a committee (the "Committee") appointed by the
Board of Directors and consisting of members of the Board of Directors. Awards
can be stock options (each, an "Option"), stock appreciation rights (each, an
"SAR"), performance share awards (each, a "PSA") restricted stock awards (each,
an "RSA") and/or other types of awards deemed by the Committee within the
purpose of the 1994 Plan. The Committee determines the number of shares to be
covered by an award, the term and exercise price, if any, of the award and other
terms and provisions of awards. The Compensation Committee of the Board of
Directors of the Company has been designated to serve as the Committee and,
thereby, administer the 1994 Plan. Members of the Board of Directors are
eligible to receive awards under the 1994 Stock Plan.

The number and kind of shares available under the 1994 Plan are subject to
adjustment in certain events. Shares relating to Options or SARs which are not
exercised, shares relating to RSAs which do not vest and shares relating to PSAs
which are not issued will again be available for issuance under the 1994 Plan.
Currently, awards relating to up to 1,666,666 shares of Common Stock may be
granted under the 1994 Plan and the Company has reserved 1,666,666 shares of
Common Stock for issuance thereunder.

-19-

<PAGE>

An Option granted under the 1998 Plan may be an incentive stock option
("ISO") or a nonqualified Option. ISOs may only be granted to employees of the
Company. The exercise price for Options is to be determined by the Committee
but, in the case of an ISO, is not to be less than the fair market value of the
Common Stock on the date the Option is granted (110% of fair market value, in
the case of an ISO granted to any person who owns more than 10% of the voting
power of the Company) and, in the case of a nonqualified Option, is not to be
less than 85% of the fair market value of the Common Stock on the date the
Option is granted. In general, the exercise price is payable in cash, or any
other manner approved by the Committee. The aggregate fair market value
(determined on the date of grant) of the shares of Common Stock for which ISOs
may be granted to any participant under the 1998 Stock Plan and any other plan
by the Company or its affiliates which are exercisable for the first time by
such participant during any calendar year may not exceed $100,000.

Options granted under the 1994 Plan become exercisable at such times as the
Committee determines. An ISO granted to a holder (a "10% Shareholder") of more
than 10% of the voting power of the Company must expire no later than five years
from the date of grant. ISOs granted to persons other than a 10% Shareholder and
all non-qualified Options must expire no later than ten years from the date of
the grant.

The Options granted under the 1994 Plan are not transferable other than by
will or the laws of descent and distribution. Options which have become
exercisable by the date of termination of employment or of service must be
exercised within certain specified periods of time from the date of termination;
the period of time to depend on the reason for termination and/or the discretion
of the Committee.

An SAR is the right to receive payment based on the appreciation in the
fair market value of Common Stock from the date of grant to the date of
exercise. At the Committee's sole discretion, the Committee may grant an SAR
concurrently with the grant of an Option. Such SAR is only exercisable at such
time, and to the extent that the related Option is exercisable. Upon exercise of
an SAR, the holder receives for each share with respect to which the SAR is
exercised an amount equal to the difference between the exercise price under the
related Option and the fair market value of a share of Common Stock on the date
of exercise of the SAR. Such amount will be applied against the exercise price
due in connection with the exercise of the related Option.

Each SAR granted concurrently with an Option will have the same termination
provisions and exercisability periods as the related Option. In its discretion,
the Committee may also grant SARs independently of any Option, subject to such
conditions consistent with the terms of the Plan as the Committee may provide in
the award agreement. Upon the exercise of an SAR granted independently of any
Option, the holder receives for each share with respect to which the SAR is
exercised an amount in cash based on the percentage specified in the award
agreement of the excess, if any, of fair market value of a share of Common Stock
on the date of exercise over such fair market value on the date the SAR was
granted. The Committee, in the Committee's sole discretion, can authorize the
payment of such amount in cash, shares of Common Stock or a combination thereof.
The termination provisions and exercisability periods of an SAR granted
independently of any Option will be determined by the Committee.

An RSA is an award of a fixed number of shares of Common Stock subject to
transfer restrictions. The Committee specifies the purchase price, if any, the
recipient must pay for such shares. Shares included in an RSA may not be sold,
assigned, transferred, pledged or otherwise disposed of or encumbered until they
have vested. The Committee shall have the authority to grant to the recipient
dividend and voting rights pertaining to such RSA shares even though they have
not vested, so long as such shares have not been forfeited. Upon the date a
participant is no longer employed by the Company for any reason, shares subject
to the participant's RSAs which have not become vested by that date or shares
subject to a participant's PSAs which have not been issued shall be forfeited in
accordance with the terms of the related award agreements.

A PSA is an award of a fixed number of shares of Common Stock, the issuance
of which is contingent upon the attainment of such performance objectives, and
the payment of such consideration, if any, as is specified by the Committee.

-20-

<PAGE>

The 1994 Plan permits a participant to satisfy the participant's tax
withholding with shares of Common Stock instead of cash, if the Committee
agrees.

The exercisability of all of the outstanding awards may be accelerated,
subject to the discretion of the Committee, upon the occurrence of a "change in
control." The 1994 Plan defines a change in control to have occurred (a) if a
"person," as defined in Section 13(d) and 14(d) under the Exchange Act, acquires
25% or more of the combined voting power of the then outstanding securities of
the Company, (b) three or more directors, whose election or nomination for
election is not approved by a majority of the "incumbent board," are elected
within any single 24-month period to serve on the Board of Directors, (c)
members of the incumbent board cease to constitute a majority of the Board of
Directors without the approval of the remaining members of the incumbent board
or (d) any merger (other than a merger where the Company is the survivor and
there is no accompanying change in control, consolidation, liquidation or
dissolution of the Company, or the sale of all or substantially all of the
assets of the Company. For purposes of the 1994 Plan, the term "incumbent board"
means all of the current directors of the Company, to the extent that they
continue to serve as directors and those individuals who become directors, if
their election or nomination for election as a director was approved by a vote
of at least three-quarters of the then incumbent board.

The 1994 Plan provides for anti-dilution adjustments in the event of a
reorganization, merger, combination, recapitalization, reclassification, stock
dividend, stock split or reverse stock split.

The Board of Directors may, at any time, terminate or suspend the 1994
Plan. The 1994 Plan currently provides that the Board of Directors or the
Committee may amend the 1994 Plan at any time without the approval of the
holders of a majority of the shares of Common Stock except where such approval
is required by Rule 16b-3 promulgated under the Exchange Act or other applicable
law.

Federal Income Tax Consequences

THE FOLLOWING IS A GENERAL SUMMARY AS OF THE DATE OF THIS PROXY STATEMENT,
OF THE FEDERAL INCOME TAX CONSEQUENCES TO THE COMPANY AND PARTICIPANTS UNDER THE
1994 PLAN. FEDERAL TAX LAWS MAY CHANGE AND THE FEDERAL, STATE AND LOCAL TAX
CONSEQUENCES FOR ANY SUCH PARTICIPANT WILL DEPEND UPON HIS, HER OR ITS
INDIVIDUAL CIRCUMSTANCES. EACH PARTICIPANT HAS BEEN AND IS ENCOURAGED TO SEEK
THE ADVICE OF A QUALIFIED TAX ADVISOR REGARDING THE TAX CONSEQUENCES OF
PARTICIPATION IN THE 1994 PLAN.

ISOs granted under the 1994 Plan are intended to qualify as incentive stock
options in accordance with the provisions of Section 422 of the Code. All other
Options granted under the 1994 Plan are non-qualified Options and not entitled
to special tax treatment under Section 422 of the Code. Generally, the grant of
an ISO will not result in taxable income to the recipient at the time of the
grant, and the Company will not be entitled to an income tax deduction at such
time. The grant of nonqualified options will not result in taxable income to the
recipient at the time of the grant to the extent that it is granted at 100% of
the fair market value of Common Stock at such time. So long as such Option does
not result in taxable income to the recipient at the time of the grant, the
Company will not be entitled to an income tax deduction.

Upon the exercise of an ISO granted under the 1994 Plan, the recipient will
not be treated as receiving any taxable income, and the Company will not be
entitled to an income tax deduction. Upon the exercise of a nonqualified option,
an employee who is not a director or executive officer of the Company will be
treated as receiving compensation, taxable as ordinary income, in an amount
equal to the excess of the fair market value of the underlying shares of the
Common Stock at the time of exercise, over the exercise price. The date of
recognition and determination of the ordinary compensation income attributable
to shares received upon exercise of an Option by an executive officer of the
Company, while he or she is subject to Section 16(b) of the Exchange Act, is
generally delayed until six months after such exercise, unless that person
elects to be taxed as of the date of exercise. The Company will receive an
income tax deduction for the amount treated as compensation income to the
recipient at the time and in the amount that the recipient recognizes such
income.

-21-

<PAGE>

Upon subsequent disposition of the shares subject to the Option, any
differences between the tax basis of the shares and the amount realized on the
disposition is generally treated as long-term or short-term capital gain or
loss, depending on the holding period of the shares of Common Stock; provided,
that if the shares subject to an ISO are disposed of prior to the expiration of
two years from the date of grant and one year from the date of exercise, the
gain realized on the disposition will be treated as ordinary compensation income
to the optionee.

Upon any grant of restricted stock or other award under the 1994 Plan,
taxable income generally will be recognized by the recipient thereof to the
extent that there is no substantial risk of forfeiture thereof. The satisfaction
of any of the restrictions thereon generally will result in the recipient
thereof being deemed to have received taxable income to the extent of the value
of such award with respect to which such restrictions have been satisfied.

Options Granted Under the 1994 Plan

The 1994 Incentive Plan currently authorizes the issuance of a maximum of
1,333,333 shares of Common Stock. The Company has issued an aggregate 1,666
(giving effect to the Reverse Stock Split) shares of Common Stock upon exercise
of options granted under the 1994 Incentive Plan, and, as of the Record Date,
options to purchase an aggregate 1,325,867 shares of Common Stock are
outstanding and 5,800 shares remain available for issuance under the 1994
Incentive Plan.

Over the term of the 1994 Plan through the Record Date, the following named
executive officers have been granted options to purchase the following number of
shares (giving effect to the reverse stock split, the 1997 Repricing Plan and
1998 Repricing Plan) under the 1994 Plan: Mark E. Leininger (President and Chief
Operating Officer) - 426,250, and Kevin D. Sullivan (former Chief Financial
Officer) - 16,666. During this period, the Corporation's current executive
officers as a group have been granted options to purchase an aggregate of
652,500 shares of Common Stock, current directors as a group (excluding
executive officers) have been granted options to purchase 244,584 shares and all
current employees as a group (excluding executive officers and directors) have
been granted options to purchase an aggregate of 354,311 shares under the Option
Plan.

Term of the Option Plan

Unless terminated earlier as provided in the 1994 Plan, the 1994 Plan will
expire in December 2003.

New Plan Benefits

The amounts of future option grants under the 1994 Plan are not
determinable because, under the terms of the 1994 Plan, such grants are made in
the discretion of the Committee. Future option exercise prices are not
determinable because they are based upon fair market value of the Common Stock
on the date of grant.

Vote Required and Recommendation of the Board of Directors

The affirmative vote of the holders of a majority of the votes cast at the
Annual Meeting in person or by proxy is necessary for the approval of the
increase in the number of shares available for award under 1994 Plan.

The Board of Directors of the Company recommends a vote FOR the approval of
the increase in the number of shares available for award under the 1994 Plan.

-22-

<PAGE>

PROPOSAL NUMBER 5
TO APPROVE AMENDMENTS TO THE COMPANY'S OUTSIDE DIRECTOR
AND ADVISOR STOCK OPTION PLAN TO INCREASE THE NUMBER OF
AUTHORIZED SHARES, INCREASE THE NUMBER OF SHARES UNDERLYING EACH INITIAL
AND ANNUAL OPTION AWARD AND TO MODIFY THE EXERCISE
PRICE OF OPTIONS TO BE GRANTED UNDER THE PLAN

The Company's Outside Director and Advisor Stock Option Plan currently
covers 166,666 shares of Common Stock. The Director and Advisor Plan
automatically grants stock options to all Non-Employee Directors of the Company.
There are presently three Non-Employee Directors of the Company. Under the
Director and Advisor Plan, which is administered by the Compensation Committee
of the Board of Directors (currently comprised of Norman W. Alexander and Neil
M. Kaufman), each Non-Employee Director of the Company, upon first becoming a
Non-Employee Director or Advisor, receives options to purchase 8,333 (giving
effect to the Reverse Stock Split) shares of Common Stock at a price equal to
the "Fair Market Value" of the Common Stock on the date of grant and thereafter
receives options to purchase 3,333 (giving effect to the Reverse Stock Split)
shares of Common Stock at a price equal to the per share Fair Market Value of
the Common Stock on August 1st of each subsequent year. Fair Market Value is
defined in the Director and Advisor Plan as the average of the last reported
sale prices for the five trading days immediately preceding the date of grant,
as reported on the Nasdaq National Market System, or, if not listed on the
Nasdaq National Market System, the average of the mean between the last reported
"bid" and "asked" prices for the five trading days immediately preceding the
date of grant, as reported on Nasdaq, or, if not so reported, as reported by the
National Daily Quotation Bureau, Inc. or as reported in a customary financial
reporting service, as applicable and as the Compensation Committee determines.
In March 1997, the Advisory Committee was eliminated. Options awarded to each
Non-Employee Director become exercisable over a period of two years, and are
subject to forfeiture under certain conditions.

The proposed amendment will increase the number of authorized shares
available for options to 750,000 shares. As of the Record Date, 36,672 shares
remain available for award to Non-Employee Directors under the Director and
Advisor Plan. With such number of shares remaining available, the Director and
Advisor Plan will be depleted as of August 1, 2001, assuming no changes in the
current Board of Directors. However, if the Company were to expand the size of
the Board of Directors, the number of shares remaining available for award will
be depleted sooner. While the Company has not located any specific candidates,
the Company does intend to expand the size of the Board of Directors with
qualified individuals.

The proposed amendments will also increase the number of shares issuable
under options granted to each individual upon first becoming a director of the
Company (to 25,000 from 8,333) and under options granted to each director
annually (to 25,000 from 3,333). The Committee believes that the current rate of
grant is insufficient to attract and retain qualified Non-Employee Directors.

As stated above, the Director and Advisor Plan presently provides that the
per share exercise price of an option granted thereunder shall be equal to the
Fair Market Value of the Common Stock on the date the option is granted; with
Fair Market Value being defined as the average of the last reported sale prices
for the five trading days immediately preceding the date of grant, as reported
on the Nasdaq National Market System, or, if not listed on the Nasdaq National
Market System, the average of the mean between the last reported "bid" and
"asked" prices for the five trading days immediately preceding the date of
grant, as reported on Nasdaq, or if not so reported, as reported by the National
Daily Quotation Bureau, Inc. or as reported in a customary financial reporting
service, as applicable and as the Compensation Committee determines. The Company
has found this definition of Fair Market Value may cause the Company to be
required to recognize an expense (in addition to the expense normally recognized
with the granting of an option to a non-employee with an exercise price equal to
the market price on the date of the grant) if the actual per share price of the
Common Stock on the date of grant is less than the five day average prescribed
by the Director and Advisor Plan. With the proposed change to the definition of
Fair Market Value to the closing sales price of the Common Stock on the date of
grant, assuming no changes to the accounting and tax rules and regulations to
which the Company is subject, there should not be any such additional expense.
Accordingly, the Board of Directors unanimously adopted amendments to the
Director and Advisor Plan and recommended that the Director and Advisor Plan be
amended.

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<PAGE>

The language of Section 6 and Paragraphs 8(b) and 8(c) of the Director and
Advisor Plan, as proposed to be amended read as follows (with the proposed
changes in bold):

"6. Shares Subject to Plan. The aggregate maximum number of
Shares for which Options may be granted pursuant to the Plan is 750,000,
subject to adjustment as provided in Section 10 of the Plan. The Shares
shall be issued from authorized and unissued Common Stock or Common Stock
held in or hereafter acquired for the treasury of the Company. If an Option
terminates or expires without having been fully exercised for any reason,
the Shares for which the Option was not exercised may again be the subject
of one or more Options granted pursuant to the Plan."

"8(b) Timing of Grants; Number of Shares Subject of Options. Each
Outside Director shall be granted, on the earlier of (i) August 1, 1995 or
(ii) his or her becoming an Outside Director, an Option to purchase twenty
five thousand (25,000) Shares. Thereafter, each Outside Director shall be
granted annually, commencing on the first day of August, 1996 and on the
first day of each August thereafter, an Option to purchase twenty-five
thousand (25,000) Shares; provided that if at the time of any grant of
Options the number of Shares reserved for issuance under this Plan is less
than the number of Shares underlying the Options to be granted pursuant to
the terms hereof, then the number of Options granted to each director shall
be reduced proportionately."

"8(c) Option Price. Each Option Document shall state the Option
Price, which shall be equal to the Fair Market Value of the Shares on the
date the Option is granted. "Fair Market Value" shall mean: (i) if the
Common Stock is listed or admitted to trade on a national securities
exchange, the closing price of the Common Stock on the Composite Tape, as
published in The Wall Street Journal, of the principal national securities
exchange on which the Common Stock is so listed or admitted to trade, on
such date, or, if there is no trading of the Common Stock on such date,
then the closing price of the Common Stock as quoted on such Composite Tape
on the next preceding date on which there was trading in such shares; (ii)
if the Common Stock is not listed or admitted to trade on a national
securities exchange but is listed and quoted on The Nasdaq Stock Market
("Nasdaq"), the last sale price, in the case of the Common Stock being
listed on The Nasdaq National Market or The Nasdaq SmallCap Market, for the
Common Stock on such date as reported by Nasdaq, or, if there is no
reported trading of the Common Stock on such date, then the last sale or
bid price, as the case may be, for the Common Stock on the next preceding
date on which there was trading in the Common Stock; (iii) if the Common
Stock is not listed or admitted to trade on a national securities exchange
and is not listed and quoted on Nasdaq, the mean between the closing bid
and asked price for the Common Stock on such date, as furnished by the
National Association of Securities Dealers, Inc. ("NASD") or similar
organization; or (iv) if the stock is not listed or admitted to trade on a
national securities exchange, not listed and quoted on Nasdaq and if bid
and asked prices for the Common Stock are not furnished by the NASD or a
similar organization, the value established in good faith by the Committee
in the Committee's sole discretion."

The Director and Advisor Plan provides for anti-dilution adjustments in the
event of a reorganization, merger, combination, recapitalization,
reclassification, stock dividend, stock split or reverse stock split.

The Board of Directors may, at any time, terminate or suspend the Director
and Advisor Plan. The Director and Advisor Plan currently provides that the
Board of Directors or the Committee may amend the Director and Advisor Plan at
any time without the approval of the holders of a majority of the shares of
Common Stock except in certain situations enumerated in the Director and Advisor
Plan.

Federal Income Tax Consequences

THE FOLLOWING IS A GENERAL SUMMARY AS OF THE DATE OF THIS PROXY STATEMENT,
OF THE FEDERAL INCOME TAX CONSEQUENCES TO THE COMPANY AND PARTICIPANTS UNDER THE
DIRECTOR AND ADVISOR PLAN. FEDERAL TAX LAWS MAY CHANGE AND THE FEDERAL, STATE
AND LOCAL TAX CONSEQUENCES FOR ANY SUCH PARTICIPANT WILL DEPEND UPON HIS OR HER
INDIVIDUAL CIRCUMSTANCES. EACH PARTICIPANT HAS BEEN AND

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<PAGE>

IS ENCOURAGED TO SEEK THE ADVICE OF A QUALIFIED TAX ADVISOR REGARDING THE TAX
CONSEQUENCES OF PARTICIPATION IN THE DIRECTOR AND ADVISOR PLAN.

Options granted under the Director and Advisor Plan are non-qualified
options and not entitled to special tax treatment under Section 422 of the Code.
Generally, the grant of nonqualified options will not result in taxable income
to the recipient at the time of the grant. So long as such option does not
result in taxable income to the recipient at the time of the grant, the Company
will not be entitled to an income tax deduction.

Upon the exercise of an option, the director or advisor will be treated as
receiving income, taxable as ordinary income, in an amount equal to the excess
of the fair market value of the underlying shares of the Common Stock at the
time of exercise over the exercise price. The Company will receive an income tax
deduction for the amount treated as compensation income to the recipient at the
time and in the amount that the recipient recognizes such income.

Upon subsequent disposition of the shares subject to the option, any
differences between the tax basis of the shares and the amount realized on the
disposition is generally treated as long-term or short-term capital gain or
loss, depending on the holding period of the shares of Common Stock.

Options Granted Under the Director and Advisor Plan

The Company has issued an aggregate 6,556 shares (giving effect to the
Reverse Stock Split) of Common Stock upon exercise of options granted under the
Director and Advisor Plan, and, as of the Record Date, options to purchase an
aggregate 123,439 shares (giving effect to the Reverse Stock Split) of Common
Stock are outstanding and options to purchase 36,672 shares remain available for
grant under the Director and Advisor Plan. The Director and Advisor Plan expires
in December 2005. The current directors of the Company hold options to purchase
47,082 shares of Common Stock under the Director and Advisor Plan.

Term of the Director and Advisor Plan

Unless terminated earlier as provided in the Director and Advisor Plan, the
Director and Advisor Plan will expire in December 2005.

New Plan Benefits

If these amendments were approved, the immediate effect would be that the
Company's Non-Employee Directors (which would include the current directors
Norman W. Alexander, Werner G. Haase and Neil M. Kaufman) would be entitled to
each receive options to purchase 25,000 shares of Common Stock on August 1, 1999
and on August 1 of each year thereafter as long as they remain Non-Employee
Directors, rather than options to purchase 3,333 shares as presently provided in
the Director and Advisor Plan.

The amounts of future option grants under the Director and Advisor Plan are
not determinable because, under the terms of the Director and Advisor Plan, such
grants are made automatically annually to all then current incumbent
Non-Employee Directors and automatically upon a non-employee first being elected
as a director of the Company. The number of incumbent directors and new
directors are unknown at this time. Future option exercise prices are not
determinable because they are based upon fair market value of the Common Stock
on the date of grant.

Vote Required Recommendation of the Board of Directors

The affirmative vote of the holders of a majority of the votes cast at the
Annual Meeting in person or by proxy is necessary for the approval of these
amendments to the Director and Advisor Plan. The Director and Advisor Plan, as
proposed to be amended, is set forth in full in Appendix "B" to this Proxy
Statement.

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<PAGE>

The Board of Directors of the Company recommends a vote FOR the approval of
the increase in the number of shares available for issuance under the Director
and Advisor Plan.

INDEPENDENT PUBLIC ACCOUNTANTS

Richard A. Eisner & Company, LLP acted as the Company's independent
auditors for the years ended December 31, 1998 and 1997 and has been selected by
the Board of Directors to continue to act as the Company's independent auditors
in the Company's 1999 fiscal year. The Company anticipates that a representative
of Richard A. Eisner & Company, LLP will be present at the Annual Meeting to
respond to questions from stockholders.

FINANCIAL STATEMENTS

The Company has enclosed its Annual Report to Stockholders for the fiscal
year ended December 31, 1998 with this Proxy Statement. Stockholders are
referred to the report for financial and other information about the Company,
but such Report is not incorporated in this Proxy Statement and is not a part of
the proxy soliciting material.

MISCELLANEOUS INFORMATION

As of the date of this Proxy Statement, the Board of Directors does not
know of any business other than specified above to come before the Annual
Meeting, but, if any other business does lawfully come before the Annual
Meeting, it is the intention of the persons named in the enclosed Proxy to vote
in regard thereto in accordance with their judgment.

The Company will provide without charge to any stockholder as of the Record
Date, copies of the Company's Annual Report on Form 10-KSB, upon written request
delivered to Marc E. Jaffe, Secretary, at the Company's offices at 3A Oak Road,
Fairfield, New Jersey 07004.

The Company will pay the cost of soliciting proxies in the accompanying
form. In addition to solicitation by use of the mails, certain officers and
regular employees of the Company may solicit proxies by telephone, telegraph or
personal interview. The Company may also request brokerage houses and other
custodians, and, nominees and fiduciaries, to forward soliciting material to the
beneficial owners of Common Stock held of record by such persons, and may make
reimbursement for payments made for their expense in forwarding soliciting
material to the beneficial owners of the stock held of record by such persons.

Stockholder proposals with respect to the Company's next Annual Meeting of
Stockholders must be received by the Company no later than March 26, 2000 to be
considered for inclusion in the Company's proxy statement for its 2000 Annual
Meeting of Stockholders.

By Order of the Board of Directors,

Marc E. Jaffe, Chairman and Secretary
June 4, 1999
Fairfield, New Jersey

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Appendix A

SOFTWARE PUBLISHING CORPORATION HOLDINGS, INC.*

1994 Long-Term Incentive Plan

1. PURPOSE. The purpose of the 1994 Long-Term Incentive Plan (the "Plan")
is to advance the interests of Software Publishing Corporation Holdings, Inc.*,
a Delaware corporation (the "Company"), and its stockholders by providing
incentives to certain key employees of the Company and its affiliates and to
certain other key individuals who perform services for these entities, including
those who contribute significantly to the strategic and long-term performance
objectives and growth of the Company and its affiliates.

2. ADMINISTRATION.

(a) The Plan shall be determined solely by the Long-Term Incentive Plan
Administrative Committee (the "Committee") of the Board of Directors (the
"Board") of the Company, as such Committee is from time to time constituted, or
any successor committee the Board may designate to administer the Plan; provided
that if at any time Rule 16b-3 or any successor rule ("Rule 16b-3") under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), so permits
without adversely affecting the ability of the Plan to comply with the
conditions for exemption from Section 16 of the Exchange Act (or any successor
provision) provided by Rule 16b-3, the Committee may delegate the administration
of the Plan in whole or in part, on such terms and conditions, and to such
person or persons as it may determine in its discretion, as it relates to
persons not subject to Section 16 of the Exchange Act (or any successor
provision). The membership of the Committee or such successor committee shall be
constituted so as to comply at all times with the applicable requirements of
Rule 16b-3. No member of the Committee shall be eligible or have been eligible
within one year prior to his appointment to receive awards under the Plan
("Awards") or to receive awards under any other plan, program or arrangement of
the Company or any of its affiliates if such eligibility would cause such member
to cease to qualify as a "Non-Employee Director" or any successor standard under
Rule 16b-3 as then in effect; provided that if at any time Rule 16b-3 so permits
without adversely affecting the ability of the Plan to comply with the
conditions for exemption from Section 16 of the Exchange Act (or any successor
provision) provided by Rule 16b-3, one or more members of the Committee may
cease to qualify as a "Non-Employee Director" or any successor standard.

(b) The Committee has all the powers vested in it by the terms of the Plan
set forth herein, such powers to include exclusive authority (except as may be
delegated as permitted herein) to select the key employees and other key
individuals to be granted Awards under the Plan, to determine the type, size and
terms of the Award to be made to each individual selected, to modify the terms
of any Award that has been granted, to determine the time when awards will be
granted, to establish performance objectives, to make any adjustments necessary
or desirable as a result of the granting of Awards to eligible individuals
located outside the United States and to prescribe the form of the instruments
embodying Awards made under the Plan. The Committee is authorized to interpret
the Plan and the Awards granted under the Plan, to establish, amend and rescind
any rules and regulations relating to the Plan, and to make any other
determination, which it deems necessary or desirable for the administration of
the Plan. The Committee (or its delegate as permitted herein) may correct any
defect or supply any omission or reconcile any inconsistency in the Plan or in
any Award in the manner and to the extent the Committee deems necessary or
desirable to carry it into effect. Any decision of the Committee (or its
delegate as permitted herein) in the interpretation and administration of the
Plan, as described herein, shall lie within its sole and absolute discretion and
shall be final, conclusive and binding on all parties concerned. The Committee
may act only by a majority of its members in office, except that the members
thereof may authorize any one or more of their members or any officer of the
Company to execute and deliver documents or to take any other ministerial action
on behalf of the Committee with respect to Awards made or to be made to Plan
participants. No member of the Committee and no officer of the Company shall be
liable for anything done or omitted to be done by him,

______________
* If Proposal Number 2 is approved, to read "Vizacom Inc."

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by any other member of the Committee or by any officer of the Company in
connection with the performance of duties under the Plan, except for his own
willful misconduct or as expressly provided by statute. Determinations to be
made by the Committee under the Plan may be made by its delegates.

3. PARTICIPATION.

(a) Affiliates. If an Affiliate (as hereinafter defined) of the Company
wishes to participate in the Plan and its participation shall have been approved
by the Board upon the recommendation of the Committee, the board of directors or
other governing body of the Affiliate shall adopt a resolution in form and
substance satisfactory to the Committee authorizing participation by the
Affiliate in the Plan with respect to its key employees or other key individuals
performing services for it. As used herein, the term "Affiliate" means any
entity in which the Company has a substantial direct or indirect equity interest
or which has a substantial direct or indirect equity interest in the Company, as
determined by the Committee in its discretion.

An Affiliate participating in the Plan may cease to be a participating
company at any time by action of the Board or by action of the board of
directors or other governing body of such Affiliate, which latter action shall
be effective not earlier than the date of delivery to the Secretary of the
Company of a certified copy of a resolution of the Affiliate's board of
directors or other governing body taking such action. If the participation in
the Plan of an Affiliate shall terminate, such termination shall not relieve it
of any obligations theretofore incurred by it, except as may be approved by the
Committee in its discretion.

(b) Participants. Consistent with the purposes of the Plan, the Committee
shall have exclusive power (except as may be delegated as permitted herein) to
select the key employees and other key individuals performing services for the
Company, including consultants or independent contractors and others who perform
services for the Company and its Affiliates who may participate in the Plan and
be granted Awards under the Plan. Eligible individuals may be selected
individually or by groups or categories, as determined by the Committee in its
discretion. No director of the Company, unless he is an employee of the Company
or is an officer or director of an Affiliate, shall be eligible to receive an
Award under the Plan, except to the extent that such director provides services
to the Company in addition to those provided in the grantee's capacity as a
director. In no event may a corporation be eligible to receive an Award of
Incentive Stock Options under the Plan.

4. AWARDS UNDER THE PLAN.

(a) Types of Awards. Awards under the Plan may include, but need not be
limited to, one or more of the following types, either alone or in any
combination thereof: (i) "Stock Options," (ii) "Stock Appreciation Rights,"
(iii) "Restricted Stock," (iv) "Performance Grants" and (v) any other type of
Award deemed by the Committee in its discretion to be consistent with the
purposes of the Plan (including but not limited to, Awards of or options or
similar rights granted with respect to unbundled stock units or components
thereof, and Awards to be made to participants who are foreign nationals or are
employed or performing services outside the United States). Stock Options, which
include "Non-Qualified Stock Options" and "Incentive Stock Options" or
combinations thereof, are rights to purchase common shares of the Company and
stock of any other class into which such shares may thereafter be changed (the
"Common Shares"). Non-Qualified Stock Options and Incentive Stock Options are
subject to the terms, conditions and restrictions specified in Paragraph 5.
Stock Appreciation Rights are rights to receive (without payment to the Company)
cash, Common Shares, other Company securities (which may include, but need not
be limited to, unbundled stock units or components thereof, debentures,
preferred stock, warrants, securities convertible into Common Shares or other
property, and other types of securities including, but not limited to, those of
the Company or an Affiliate, or any combination thereof ("Other Company
Securities") or property, or other forms of payment, or any combination thereof,
as determined by the Committee, based on the increase in the value of the number
of Common Shares specified in the Stock Appreciation Right. Stock Appreciation
Rights are subject to the terms, conditions and restrictions specified in
Paragraph 6. Shares of Restricted Stock are Common Shares which are issued
subject to certain restrictions pursuant to Paragraph 7. Performance Grants are
contingent awards subject to the terms, conditions and restrictions described

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in Paragraph 8, pursuant to which the participant may become entitled to receive
cash, Common Shares, Other Company Securities or property, or other forms of
payment, or any combination thereof, as determined by the Committee.

(b) Maximum Number of Shares that May Be Issued. There may be issued under
the Plan (as Restricted Stock, in payment of Performance Grants, pursuant to the
exercise of Stock Options or Stock Appreciation Rights, or in payment of or
pursuant to the exercise of such other Awards as the Committee, in its
discretion, may determine) an aggregate of not more than 5,000,000 Common
Shares, subject to adjustment as provided in Paragraph 15. Common Shares issued
pursuant to the Plan may be either authorized but unissued shares, treasury
shares, reacquired shares, or any combination thereof. If any Common Shares
issued as Restricted Stock or otherwise subject to repurchase or forfeiture
rights are reacquired by the Company pursuant to such rights, or if any Award is
canceled, terminates or expires unexercised, any Common Shares that would
otherwise have been issuable pursuant thereto will be available for issuance
under new Awards.

(i) Unless otherwise determined by the Committee in its discretion, a
participant to whom an Award of Restricted Stock has been made (and any
person succeeding to such a participant's rights pursuant to the Plan)
shall have, after issuance of a certificate or copy thereof for the number
of Common Shares awarded and prior to the expiration of the Restricted
Period or the earlier repurchase of such Common Shares as herein provided,
ownership of such Common Shares, including the right to vote the
same and to receive dividends or other distributions made or paid with
respect to such Common Shares (provided that such Common Shares, and any
new, additional or different shares, or Other Company Securities or
property, or other forms of consideration which the participant may be
entitled to receive with respect to such Common Shares as a result of a
stock split, stock dividend or any other change in the corporate or capital
structure of the Company, shall be subject to the restrictions hereinafter
described as determined by the Committee in its discretion), subject,
however, to the options, restrictions and limitations imposed thereon
pursuant to the Plan. Notwithstanding the foregoing, unless otherwise
determined by the Committee in its discretion, a participant with whom an
Award agreement is made to issue Common Shares in the future shall have no
rights as a shareholder with respect to Common Shares related to such
agreement until issuance of a certificate to him.

(ii) Unless otherwise determined by the Committee in its discretion,
a participant to whom a grant of Stock Options, Stock Appreciation Rights,
Performance Grants or any other Award is made (and any person succeeding to
such a participant's rights pursuant to the Plan) shall have no rights as a
stockholder with respect to any Common Shares or as a holder with respect
to other securities, if any, issuable pursuant to any such Award until the
date of the issuance of a stock certificate to him for such Common Shares
or other instrument of ownership, if any. Except as provided in Paragraph
15, no adjustment shall be made for dividends, distributions or other
rights (whether ordinary or extraordinary, and whether in cash, securities,
other property or other forms of consideration, or any combination thereof)
for which the record date is prior to the date such stock certificate or
other instrument of ownership, if any, is issued.

5. STOCK OPTIONS. The Committee may grant Stock Options either alone, or in
conjunction with Stock Appreciation Rights, Performance Grants or other Awards,
either at the time of grant or by amendment thereafter, provided that an
Incentive Stock Option may be granted only to an eligible employee of the
Company or its parent or subsidiary corporation. Each Stock Option (referred to
herein as an "Option") granted under the Plan shall be evidenced by an
instrument in such form as the Committee shall prescribe from time to time in
accordance with the Plan and shall comply with the following terms and
conditions, and with such other terms and conditions, including, but not limited
to, restrictions upon the Option or the Common Shares issuable upon exercise
thereof, as the Committee, in its discretion, shall establish:

(a) The option price may be less than, equal to, or greater than, the fair
market value of the Common Shares subject to such Option at the time the Option
is granted, as determined by the Committee, but in no event will such option
price be less than 85% of the fair market value of the underlying Common Shares
at the time the Option is granted; provided, however, that in the case of an
Incentive Stock Option granted to such an employee, the option

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price shall not be less than the fair market value of the Common Shares subject
to such Option at the time the Option is granted, or if granted to such an
employee who owns stock representing more than ten percent of the voting power
of all classes of stock of the Company or of its parent or subsidiary (a "Ten
Percent Employee"), such option price shall be not less than 110% of such fair
market value at the time the Option is granted; provided, further that in no
event will such option price be less than the par value of such Common Shares.

(b) The Committee shall determine the number of Common Shares to be subject
to each option. The number of Common Shares subject to an outstanding Option may
be reduced on a share-for-share or other appropriate basis, as determined by the
Committee, to the extent that Common Shares under such Option are used to
calculate the cash, Common Shares, Other Company Securities or property, or
other forms of payment, or any combination thereof, received pursuant to
exercise of a Stock Appreciation Right attached to such Option, or to the extent
that any other Award granted in conjunction with such Option is paid.

(c) The Option may not be sold, assigned, transferred, pledged,
hypothecated or otherwise disposed of, except by will or the laws of descent and
distribution, and shall be exercisable during the grantee's lifetime only by
him. Unless the Committee determines otherwise, the Option shall not be
exercisable for at least six months after the date of grant, unless the grantee
ceases employment or performance of services before the expiration of such
six-month period by reason of his disability as defined in Paragraph 12 or his
death.

(d) The Option shall not be exercisable:

(i) in the case of any Incentive Stock Option granted to a Ten Percent
Employee, after the expiration of five years from the date it is granted,
and, in the case of any other Option, after the expiration of ten years
from the date it is granted; provided, that an Option may be exercised
during such period only at such time or times and in such installments as
the Committee may establish;

(ii) unless payment in full is made for the shares being acquired
thereunder at the time of exercise, such payment shall be made in such form
(including, but not limited to, cash, Common Shares, or the surrender of
another outstanding Award under the Plan, or any combination thereof) as
the Committee may determine in its discretion; and

(iii) unless the person exercising the Option has been, at all times
during the period beginning with the date of the grant of the Option and
ending on the date of such exercise, employed by or otherwise performing
services for the Company or an Affiliate, or a corporation, or a parent or
subsidiary of a corporation, substituting or assuming the Option in a
transaction to which Section 425(a) of the Internal Revenue Code of 1986,
as amended, or any successor statutory provisions thereto (the "Code"), is
applicable, except that:

(A) in the case of any Non-Qualified Stock Option, if such person
shall cease to be employed by or otherwise performing services for the
Company or an Affiliate solely by reason of a period of related
Employment as defined in Paragraph 14, he may, during such period of
Related Employment, exercise the Non-Qualified Stock Option as if he
continued such employment or performance of service; or

(B) if such person shall cease such employment or performance
of services by reason of his disability as defined in Paragraph 12
or early, normal or deferred retirement under an approved retirement
program of the Company or an Affiliate (or such other plan or
arrangement as may be approved by the Committee, in its discretion,
for this purpose) while holding an option which has not expired and
has not been fully exercised, such person, at any time within three
years (or such other period determined by the Committee) after the
date he ceased such employment or performance of services (but in no
event after the Option has expired), may exercise the Option with
respect to any shares as to which he could have exercised the Option
on the date he ceased such employment or performance of services, or
with respect to such greater number of shares as determined by the
Committee; or

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(C) if such person shall cease such employment or performance
of services for reasons other than Related Employment, disability,
early, normal or deferred retirement or death (as provided elsewhere)
while holding an Option which has not expired and has not been fully
exercised, such person may exercise the Option at any time during the
period, if any, which the Committee approves (but not beyond the
expiration of the Option) following the date he ceased such employment
or performance of services with respect to any shares as to which he
could have exercised the Option on the date he ceased such employment
or performance of services or, in the Committee's discretion, any or
all shares under the Option whether or not he could have exercised
the Option on the date he ceased such employment or performance of
services; or

(D) if any person to whom an Option has been granted shall die
holding an Option which has not expired and has not been fully
exercised, his executors, administrators, heirs or distributees, as
the case may be, may, at any time within one year (or such other
period determined by the Committee) after the date of death (but in no
event after the Option has expired), exercise the Option with respect
to any shares as to which the decedent could have exercised the Option
at the time of his death, or with respect to such greater number
of shares as determined by the Committee.

(e) In the case of an Incentive Stock Option, the amount of aggregate fair
market value of Common Shares (determined at the time of grant of the Option
pursuant to subparagraph 5(a) of the Plan) with respect to which incentive stock
options are exercisable for the first time by an employee during any calendar
year (under all such plans of his employer corporation and its parent and its
parent and subsidiary corporations) shall not exceed $100,000.

(f) It is the intent of the Company that Non-Qualified Stock Options
granted under the Plan not be classified as Incentive Stock Options, that the
Incentive Stock Options granted under the Plan be consistent with and contain or
be deemed to contain all provisions required under Section 422A and other
appropriate provisions of the Code and any implementing regulations (and any
successor provisions thereof), and that any ambiguities in construction shall be
interpreted in order to effectuate such intent. The Agreements providing
Non-Qualified Stock Options shall provide that such Options are not "incentive
stock options" for the purposes of Section 422A of the Code.

6. STOCK APPRECIATION RIGHTS. The Committee may grant Stock Appreciation
Rights either alone, or in conjunction with Stock Options, Performance Grants or
other Awards, either at the time of grant or by amendment thereafter. Each Award
of Stock Appreciation Rights granted under the Plan shall be evidenced by an
instrument in such form as the Committee shall prescribe from time to time in
accordance with the Plan and shall comply with the following terms and
conditions, and with such other terms and conditions, including, but not limited
to, restrictions upon the Award of Stock Appreciation Rights or the Common
Shares issuable upon exercise thereof, as the Committee in its discretion shall
establish:

(a) The Committee shall determine the number of Common Shares to be subject
to each Award of Stock Appreciation Rights. The number of Common Shares subject
to an outstanding Award of Stock Appreciation Rights may be reduced on a
share-for-share or other appropriate basis, as determined by the Committee, to
the extent that Common Shares under such Award of Stock Appreciation Rights are
used to calculate the cash, Common Shares, Other Company Securities or property,
or other forms of payment, or any combination thereof, received pursuant to
exercise of an Option attached to such Award of Stock Appreciation Rights, or to
the extent that any other Award granted in conjunction with such Award of Stock
Appreciation Rights is paid.

(b) The Award of Stock Appreciation Rights may not be sold, assigned,
transferred, pledged, hypothecated or otherwise disposed of, except by will or
the laws of the descent and distribution, and shall be exercisable during the
grantee's lifetime only by him. Unless the Committee determines otherwise, the
Award of Stock Appreciation Rights shall not be exercisable for at least six
months after the date of grant, unless the grantee ceases employment or
performance of services before the expiration of such six-month period by reason
of his disability as defined in Paragraph 12 or his death.

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(i) in the case of any Award of Stock Appreciation Rights that are
attached to an Incentive Stock Option granted to a Ten Percent Employee,
after the expiration of five years from the date it is granted, and, in the
case of any other award of Stock Appreciation Rights, after the expiration
of ten years from the date it is granted. Any Award of Stock Appreciation
Rights may be exercised during such period only at such time or times and
in such installments as the Committee may establish;

(ii) unless the Option or other Award to which the Award of Stock
Appreciation Rights is attached is at the time exercisable; and

(iii) unless the person exercising the Award of Stock
Appreciation Rights has been, at all times during the period beginning with
the date of the grant thereof and ending on the date of such exercise,
employed by or otherwise performing services for the Company or an
Affiliate, except that

(A) in the case of any Award of Stock Appreciation Rights
(other than those attached to an Incentive Stock Option), if such
person shall cease to be employed by or otherwise performing services
for the Company or an Affiliate solely by reason of a period of
Related Employment as defined in Paragraph 14, he may, during such
period of Related Employment, exercise the Award of Stock Appreciation
Rights as if he continued such employment or performance of services;
or

(B) if such person shall cease such employment or performance
of services by reason of his disability as defined in Paragraph 12
or early, normal or deferred retirement under an approved retirement
program of the Company or an Affiliate (or such other plan or
arrangement as may be approved by the Committee, in its discretion,
for this purpose) while holding an Award of Stock Appreciation Rights
which has not expired and has not been fully exercised, such person
may, at any time within three years (or such other period determined
by the Committee) after the date he ceased such employment or
performance of services (but in no event after the Award of Stock
Appreciation Rights has expired), exercise the Award of Stock
Appreciation Rights with respect to any shares as to which he could
have exercised the Award of Stock Appreciation Rights on the date he
ceased such employment or performance of services, or with respect to
such greater number of shares as determined by the Committee; or

(C) if such person shall cease such employment or performance
of services for reasons other than Related Employment, disability,
early, normal or deferred retirement or death (as provided elsewhere)
while holding an Award of Stock Appreciation Rights which has not
expired and has not been fully exercised, such person may exercise the
Award of Stock Appreciation Rights at any time during the period, if
any, which the Committee approves (but in no event after the Award of
Stock Appreciation Rights expires) following the date he ceased such
employment or performance of services with respect to any shares as to
which he could have exercised the Award of Stock Appreciation Rights
on the date he ceased such employment or performance of services or as
otherwise permitted in the Committee's discretion; or

(D) if any person to whom an Award of Stock Appreciation
Rights has been granted shall die holding an Award of Stock
Appreciation Rights which has not expired and has not been fully
exercised, his executors, administrators, heirs or distributees, as
the case may be, may, at any time within one year (or such other
period determined by the Committee) after the date of death (but in no
event after the Award of Stock Appreciation Rights has expired),
exercise the Award of Stock Appreciation Rights with respect to any
shares as to which the decedent could have exercised the Award of
Stock Appreciation Rights at the time of his death, or with respect
to such greater number of shares as determined by the Committee.

(d) An Award of Stock Appreciation Rights shall entitle the holder (or any
person entitled to act under the provisions of subparagraph 6(c)(iii)(D) hereof)
to exercise such Award or to surrender unexercised the option (or other Award)
to which the Stock Appreciation Rights is attached (or any portion of such
Option or other Award) to the Company and to receive from the Company in
exchange therefor, without payment to the Company, that number of

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Common Shares having an aggregate value equal to the excess of the fair
market value of one share, at the time of such exercise, over the exercise price
(or Option Price, as the case may be) per share, times the number of shares
subject to the Award or the Option (or other Award), or portion thereof, which
is so exercised or surrendered, as the case may be. The Committee shall be
entitled in its discretion to elect to settle the obligation arising out of the
exercise of a Stock Appreciation Right by the payment of cash or Other Company
Securities or property, or other forms of payment, or any combination thereof,
as determined by the Committee, equal to the aggregate value of the Common
Shares it would otherwise be obligated to deliver. Any such election by the
Committee shall be made as soon as practicable after the receipt by the
Committee of written notice of the exercise of the Stock Appreciation Right. The
value of a Common Share, Other Company Securities or property, or other forms of
payment determined by the Committee for this purpose shall be the fair market
value thereof on the last business day next preceding the date of the election
to exercise the Stock Appreciation Right, unless the Committee, in its
discretion, determines otherwise.

(e) A Stock Appreciation Right may provide that it shall be deemed to have
been exercised at the close of business on the business day preceding the
expiration date of the Stock Appreciation Right or of the related Option (or
other Award), or such other date as specified by the Committee, if at such time
such Stock Appreciation Right has a positive value. Such deemed exercise shall
be settled or paid in the same manner as a regular exercise thereof as provided
in subparagraph 6(d) hereof.

(f) No fractional shares may be delivered under this Paragraph 6, but in
lieu thereof a cash or other adjustment shall be made as determined by the
Committee in its discretion.

7. RESTRICTED STOCK. Each Award of Restricted Stock under the Plan shall be
evidenced by an instrument in such form as the Committee shall prescribe from
time to time in accordance with the Plan and shall comply with the following
terms and conditions, and with such other terms and conditions as the Committee,
in its discretion, shall establish:

(a) The Committee shall determine the number of Common Shares to be issued
to a participant pursuant to the Award, and the extent, if any, to which they
shall be issued in exchange for cash, other
consideration, or both.

(b) Common Shares issued to a participant in accordance with the Award may
not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed
of, except by will or the laws of descent and distribution, or as otherwise
determined by the Committee, for such period as the Committee shall determine,
from the date on which the Award is granted (the "Restricted Period"). The
Company will have the option, at the Committee's discretion, to repurchase the
shares subject to the Award at such price as the Committee shall have fixed or
to provide for forfeiture to the Company of the shares subject to the Award,
which option or forfeiture may be exercisable (i) if the participant's
continuous employment or performance of services for the Company and its
Affiliates shall terminate for any reason, except solely by reason of a period
of Related Employment as defined in Paragraph 14, or except as otherwise
provided in subparagraph 7(c), prior to the expiration of the Restricted Period,
(ii) if, on or prior to the expiration of the Restricted Period or the earlier
lapse of such forfeiture option, the participant has not paid to the Company an
amount equal to any federal, state, local or foreign income or other taxes which
the Company determines is required to be withheld in respect of such shares, or
(iii) under such other circumstances as determined by the Committee in its
discretion. Such repurchase option or forfeiture shall be exercisable on such
terms, in such manner and during such period as shall be determined by the
Committee when the Award is made or as amended thereafter, except as otherwise
determined in the Committee's discretion. Each certificate for Common Shares
issued pursuant to a Restricted Stock Award shall bear an appropriate legend
referring to the foregoing repurchase option or forfeiture and other
restrictions and to the fact that the shares are partly paid, shall be deposited
by the award holder with the Company, together with a stock power endorsed in
blank, or shall be evidenced in such other manner permitted by applicable law as
determined by the Committee in its discretion. Any attempt to dispose of any
such Common Shares in contravention of the foregoing repurchase and forfeiture
options and other restrictions shall be null and void and without effect. If
Common Shares issued pursuant to a Restricted Stock Award shall be repurchased
or forfeited pursuant to the repurchase option described above, the participant,
or in the event of his death, his personal representative, shall forthwith
deliver to the Secretary of the Company the certificates for the Common Shares
awarded to the participant, accompanied by such instrument of transfer, if any,
as may reasonably be required by the Secretary of the Company.

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<PAGE>

(c) If a participant who has been in continuous employment or performance
of services for the Company or an Affiliate since the date on which a Restricted
Stock Award was granted to him shall, while in such employment or performance of
services, die, or terminate such employment or performance of services by reason
of disability as defined in Paragraph 12 or by reason of early normal or
deferred retirement under an approved retirement program of the Company or an
Affiliate (or such other plan or arrangement as may be approved by the Committee
in its discretion, for this purpose) and any of such events shall occur after
the date on which the Award was granted to him and prior to the end of the
Restricted Period of such Award, the Committee may determine to cancel the
repurchase option or forfeiture (and any and all other restrictions) on any or
all of the Common Shares subject to such Award; and the repurchase option or
forfeiture shall become exercisable at such time as to the remaining shares, if
any.

8. PERFORMANCE GRANTS. The Award of a Performance Grant ("Performance
Grant") to a participant will entitle him to receive a specified amount
determined by the Committee (the "Actual Value"), if the terms and conditions
specified herein and in the Award are satisfied. Each Award of a Performance
Grant shall be subject to the following terms and conditions, and to such other
terms and conditions, including but not limited to, restrictions upon any cash,
Common Shares, Other Company Securities or property, or other forms of payment,
or any combination thereof, issued in respect of the Performance Grant, as the
Committee, in its discretion, shall establish, and shall be embodied in an
instrument in such form and substance as is determined by the Committee.

(a) The Committee shall determine the value or range of values of a
Performance Grant to be awarded to each participant selected for an award and
whether or not such a Performance Grant is granted in conjunction with an Award
of Options, Stock Appreciation Rights, Restricted Stock or other Award, or any
combination thereof, under the Plan (which may include, but need not be limited
to, deferred Awards) concurrently or subsequently granted to the participant
(the "Associated Award"). As determined by the Committee, the maximum value of
each Performance Grant (the "Maximum Value") shall be: (i) an amount fixed by
the Committee at the time the award is made or amended thereafter, (ii) an
amount which varies from time to time based in whole or in part on the then
current value of a Common Share, Other Company Securities or property, or other
securities or property, or any combination thereof, or (iii) an amount that is
determinable from criteria specified by the Committee. Performance Grants may be
issued in different classes or series having different names, terms and
conditions. In the case of a Performance Grant awarded in conjunction with an
Associated Award, the Performance Grant may be reduced on an appropriate basis
to the extent that the Associated Award has been exercised, paid to or otherwise
received by the participant, as determined by the Committee.

(b) The award period ("Award Period") in respect of any Performance Grant
shall be a period determined by the Committee. At the time each Award is made,
the Committee shall establish performance objectives to be attained within the
Award Period as the means of determining the Actual Value of such a Performance
Grant. The performance objectives shall be based on such measure or measures of
performance, which may include, but need not be limited to, the performance of
the participant, the Company, one or more of its subsidiaries or one or more of
their divisions or units, or any combination of the foregoing, as the Committee
shall determine, and may be applied on an absolute basis or be relative to
industry or other indices, or any combination thereof. The Actual Value of a
Performance Grant shall be equal to its Maximum Value only if the performance
objectives are attained in full, but the Committee shall specify the manner in
which the Actual Value of Performance Grants shall be determined if the
performance objectives are met in part. Such performance measures, the Actual
Value or the Maximum Value, or any combination thereof, may be adjusted in any
manner by the Committee in its discretion at any time and from time to time
during or as soon as practicable after the Award Period, if it determines that
such performance measures, the Actual Value or the Maximum Value, or any
combination thereof, are not appropriate under the circumstances.

(c) The rights of a participant in Performance Grants awarded to him shall
be provisional and may be canceled or paid in whole or in part, all as
determined by the Committee, if the participant's continuous employment or
performance of services for the Company and its Affiliates shall terminate for
any reason prior to the end of the Award Period, except solely by reason of a
period of Related Employment as defined in Paragraph 14.

(d) The Committee shall determine whether the conditions of subparagraph
8(b) or 8(c) hereof have been met and, if so, shall ascertain the Actual Value
of the Performance Grants. If the Performance Grants have no Actual

A-8
<PAGE>

Value, the Award and such Performance Grants shall be deemed to have been
canceled and the Associated Award, if any, may be canceled or permitted to
continue in effect in accordance with its terms. If the Performance Grants have
any Actual Value and:

(i) were not awarded in conjunction with an Associated Award, the
Committee shall cause an amount equal to the actual Value of the
Performance Grants earned by the participant to be paid to him or his
beneficiary as provided below; or

(ii) were awarded in conjunction with an Associated Award, the
Committee shall determine, in accordance with criteria specified by the
Committee (A) to cancel the Performance Grants, in which event no amount in
respect thereof shall be paid to the participant or his beneficiary, and
the Associated Award may be permitted to continue in effect in accordance
with its terms, (B) to pay the Actual Value of the Performance Grants to
the participant or his beneficiary as provided below, in which event the
Associated Award may be canceled or (C) to pay to the participant or his
beneficiary as provided below, the Actual Value of only a portion of the
Performance Grants, in which a complimentary portion of the Associated
Award may be permitted to continue in effect in accordance with its terms
or be canceled, as determined by the Committee.

Such determination by the Committee shall be made as promptly as
practicable following the end of the Award Period or upon the earlier
termination of employment or performance of services, or at such other time or
times as the Committee shall determine, and shall be made pursuant to criteria
specified by the Committee.

Payment of any amount in respect of the Performance Grants which the
Committee determines to pay as provided above shall be made by the Company as
promptly as practicable after the end of the Award Period or at such other time
or times as the Committee shall determine, and may be made in cash, Common
Shares, Other Company Securities or property, or other forms of payment, or any
combination thereof or in such other manner, as determined by the Committee in
its discretion. Notwithstanding anything in this Paragraph 8 to the contrary,
the Committee may, in its discretion, determine and pay out the Actual Value of
the Performance Grants at any time during the Award Period.

9. DEFERRAL OF COMPENSATION. The Committee shall determine whether or not
an Award shall be made in conjunction with deferral of the participant's salary,
bonus or other compensation, or any combination thereof, and whether or not such
deferred amounts may be

(i) forfeited to the Company or to other participants, or any
combination thereof, under certain circumstances (which may include, but
need not be limited to, certain types of termination of employment or
performance of services for the Company and its Affiliates),

(ii) subject to increase or decrease in value based upon the
attainment of or failure to attain, respectively, certain performance
measures and/or

(iii) credited with income equivalents (which may include, but need
not be limited to, interest, dividends or other rates of return) until the
date or dates of payment of the Award, if any.

10. DEFERRED PAYMENT OF AWARDS. The Committee may specify that the payment
of all or any portion of cash, Common Shares, Other Company Securities or
property, or any other form of payment, or any combination thereof, under an
Award shall be deferred until a later date. Deferrals shall be for such periods
or until the occurrence of such events, and upon such terms, as the Committee
shall determine in its discretion. Deferred payments of Awards may be made by
undertaking to make payment in the future based upon the performance of certain
investment equivalents (which may include, but need not be limited to,
government securities, Common Shares, other securities, property or
consideration, or any combination thereof), together with such additional
amounts of income equivalents (which may be compounded and may include, but need
not be limited to, interest, dividends or other rates

A-9
<PAGE>

of return, or any combination thereof) as may accrue thereon until the date
or dates of payment, such investment equivalents and such additional amounts of
income equivalents to be determined by the Committee in its discretion.

11. AMENDMENT OR SUBSTITUTION OF AWARDS UNDER THE PLAN. The terms of any
outstanding Award under the Plan may be amended from time to time by the
Committee in its discretion in any manner that it deems appropriate (including,
but not limited to, acceleration of the date of exercise of any Award
and/or payments thereunder, or reduction of the Option Price of an Option or
exercise price of an Award of Stock Appreciation Rights); provided, that no such
amendment shall adversely affect in a material manner any right of a participant
under the Award without his written consent, unless the Committee determines in
its discretion that there have occurred or are about to occur significant
changes in the participant's position, duties or responsibilities, or
significant changes in economic, legislative, regulatory, tax, accounting or
cost/benefit conditions which are determined by the Committee in its discretion
to have or to be expected to have a substantial effect on the performance of the
Company, or any subsidiary, affiliate, division or department thereof, on the
Plan or an any Award under the Plan. The Committee may, in its discretion,
permit holders of Awards to surrender outstanding Awards as a condition
precedent to the grant of new Awards under the Plan.

12. DISABILITY. For the purposes of this Plan, a participant shall be
deemed to have terminated his employment or performance of services for the
Company and its Affiliates by reason of disability if the Committee shall
determine that the physical or mental condition of the participant by reason of
which such employment or performance of services terminated was such at that
time as would entitle him to payment of monthly disability benefits under any
disability plan of the Company or an Affiliate in which he is a participant. If
the participant is not eligible for benefits under any disability plan of the
Company or an Affiliate, he shall be deemed to have terminated such employment
or performance of services by reason of disability if the Committee shall
determine that he is permanently and totally disabled within the meaning of
Section 22(e)(3) of the Code.

13. TERMINATION OF A PARTICIPANT. For all purposes under the Plan, the
Committee shall determine whether a participant has terminated employment by or
the performance of services for the Company or an Affiliate, provided that
transfers between the Company and an Affiliate or between Affiliates, and
approved leaves of absence shall not be deemed such a termination.

14. RELATED EMPLOYMENT. For the purposes of this Plan, Related Employment
shall mean the employment or performance of services by an individual for an
employer that is neither the Company nor an Affiliate, provided that (i) such
employment or performance of services is undertaken by the individual at the
request of the Company or an Affiliate, (ii) immediately prior to undertaking
such employment or performance of services, the individual was employed by or
performing services for the Company or an Affiliate or was engaged in Related
Employment as herein defined, and (iii) such employment or performance of
services is in the best interests of the Company and is recognized by the
Committee, in its discretion, as Related Employment for purposes of this
Paragraph 14. The death or disability of an individual during a period of
Related Employment as herein defined shall be treated, for purposes of this
Plan, as if the death or onset of disability had occurred while the individual
was employed by or performing services for the Company or an Affiliate.

15. DILUTION AND OTHER ADJUSTMENTS. In the event of any change in the
outstanding Common Shares of the Company by reason of any stock split, stock
dividend, split-up, split-off, spin-off, recapitalization, merger,
consolidation, rights offering, share offering, reorganization, combination or
exchange of shares, a sale by the Company of all or part of its assets, any
distribution to stockholders other than a normal cash dividend, or other
extraordinary or unusual event, if the Committee shall determine, in its
discretion, that such change equitably requires an adjustment in the terms of
any Award or the number of Common Shares available for Awards, such adjustment
may be made by the Committee and shall be final, conclusive and binding for all
purposes of the Plan.

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16. DESIGNATION OF BENEFICIARY BY PARTICIPANT. A participant may name a
beneficiary to receive any payment to which he may be entitled in respect of any
Award under the Plan in the event of his death, on a written form to be provided
by and filed with the Committee, and in a manner determined by the Committee in
its discretion. The Committee reserves the right to review and approve
beneficiary designations. A participant may change his beneficiary from time to
time in the same manner, unless such participant has made an irrevocable
designation. Any designation of beneficiary under the Plan (to the extent it is
valid and enforceable under applicable law) shall be controlling over any other
disposition, testamentary or otherwise, as determined by the Committee in its
discretion. If no designated beneficiary survives the participant and is living
on the date on which any amount becomes payable to such participant's
beneficiary, such payment will be made to the legal representatives of the
participant's estate, and the term "beneficiary" as used in the Plan shall be
deemed to include such person or persons. If there is any question as to the
legal right of any beneficiary to receive a distribution under the Plan, the
Committee in its discretion may determine that the amount in question be paid to
the legal representatives of the estate of the participant, in which event the
Company, the Board and the Committee and the members thereof will have no
further liability to anyone with respect to such amount.

17. CHANGE IN CONTROL.

(a) Upon any Change in Control:

(i) each Stock Option and Stock Appreciation Right that is outstanding
on the date of such Change in Control shall be exercisable in full
immediately;

(ii) all restrictions with respect to Restricted Stock shall
lapse immediately, and the Company's right to repurchase or forfeit any
Restricted Stock outstanding on the date of such Change in Control shall
thereupon terminate and the certificates representing such Restricted Stock
and the related stock powers shall be promptly delivered to the
participants entitled thereto; and

(iii) All Award Periods for the purposes of determining the
amounts of Awards of Performance Grants shall end as of the end of the
calendar quarter immediately preceding the date of such Change in Control,
and the amount of the Award payable shall be the portion of the maximum
possible Award allocable to the portion of the Award Period that had
elapsed and the results achieved during such portion of the Award Period.

(b) For this purpose, a Change in Control shall be deemed to occur when and
only when any of the following events first occurs:

(i) any person who is not currently such becomes the beneficial owner,
directly or indirectly, of securities of the Company representing 25% or
more of the combined voting power of the Company's then outstanding voting
securities; or

(ii) three or more directors, whose election or nomination for
election is not approved by a majority of the Incumbent Board (as
hereinafter defined), are elected within any single 24-month period to
serve on the Board of Directors; or

(iii) members of the Incumbent Board cease to constitute a
majority of the Board of Directors without the approval of the remaining
members of the Incumbent Board; or

(iv) any merger (other than a merger where the Company is the
survivor and there is no accompanying Change in Control under subparagraphs
(i), (ii) or (iii) of this paragraph (b)), consolidation, liquidation or
dissolution of the Company, or the sale of all or substantially all of the
assets of the Company.

Notwithstanding the foregoing, a Change in Control shall not be deemed to
occur pursuant to subparagraph (i) of this paragraph (b) solely because 25% or
more of the combined voting power of the Company's outstanding

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securities is acquired by one or more employee benefit plans maintained by
the Company or by any other employer, the majority interest in which is held,
directly or indirectly, by the Company. For purposes of this Section 17, the
terms "person" and "beneficial owner" shall have the meaning set forth in
Sections 3(a) and 13(d) of the Exchange Act, and in the regulations promulgated
thereunder, as in effect on December 15, 1993; and the term "Incumbent Board"
shall mean (A) the members of the Board of Directors of the Company on December
31, 1993, to the extent that they continue to serve as members of the Board of
Directors, and (B) any individual who becomes a member of the Board of Directors
after December 31, 1993, if his election or nomination for election as a
director was approved by a vote of at least three-quarters of the then Incumbent
Board.

18. MISCELLANEOUS PROVISIONS.

(a) No employee or other person shall have any claim or right to be granted
an Award under the Plan. Determinations made by the Committee under the Plan
need not be uniform and may be made selectively among eligible individuals under
the Plan, whether or not such eligible individuals are similarly situated.
Neither the Plan nor any action taken hereunder shall be construed as giving any
employee or other person any right to continue to be employed by or perform
services for the Company or any Affiliate, and the right to terminate the
employment of or performance of services by any participant at any time and for
any reason is specifically reserved.

(b) No participant or other person shall have any right with respect to the
Plan, the Common Shares reserved for issuance under the Plan or in any Award,
contingent or otherwise, until written evidence of the Award shall have been
delivered to the recipient and all the terms, conditions and provisions of the
Plan and the Award applicable to such recipient (and each person claiming under
or through him) have been met.

(c) Except as may be approved by the Committee where such approval shall
not adversely affect compliance of the Plan with Rule 16b-3 under the Exchange
Act, a participant's rights and interest under the Plan may not be assigned or
transferred, hypothecated or encumbered in whole or in part either directly or
by operation of law or otherwise (except in the event of a participant's death)
including, but not by way of limitation, execution, levy, garnishment,
attachment, pledge, bankruptcy or in any other manner; provided, however, that
any Option or similar right (including, but not limited to, a Stock Appreciation
Right) offered pursuant to the Plan shall not be transferable other than by will
or the laws of descent and distribution and shall be exercisable during the
participant's lifetime only by him.

(d) No Common Shares, Other Company Securities or property, other
securities or property, or other forms of payment shall be issued hereunder with
respect to any Award unless counsel for the Company shall be satisfied that such
issuance will be in compliance with applicable federal, state, local and foreign
legal, securities exchange and other applicable requirements.

(e) It is the intent of the Company that the Plan comply in all respects
with Rule 16b-3 under the Exchange Act, that any ambiguities or inconsistencies
in construction of the Plan be interpreted to give effect to such intention and
that if any provision of the Plan is found not to be in compliance with Rule
16b-3, such provision shall be deemed null and void to the extent required to
permit the Plan to comply with Rule 16b-3.

(f) The Company and its Affiliates shall have the right to deduct from any
payment made under the Plan, any federal, state, local or foreign income or
other taxes required by law to be withheld with respect to such payment. It
shall be a condition to the obligation of the Company to issue Common Shares,
Other Company Securities or property, other securities or property, or other
forms of payment, or any combination thereof, upon exercise, settlement or
payment of any Award under the Plan, that the participant (or any beneficiary or
person entitled to act) pay to the Company, upon its demand, such amount as may
be requested by the Company for the purpose of satisfying any liability to
withhold federal, state, local or foreign income or other taxes. If the amount
requested is not paid, the Company may refuse to issue Common Shares, Other
Company Securities or property, other securities or property, or other forms of
payment, or any combination thereof. Notwithstanding anything in the Plan to the
contrary, the Committee may, in its discretion, permit an eligible participant
(or any beneficiary or person entitled to act) to elect to pay a portion or all
of the amount requested by the Company for such taxes with respect to such
Award, at such time and in such manner as the Committee shall deem to be
appropriate including, but not limited to, by authorizing the Company to
withhold, or

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<PAGE>

agreeing to surrender to the Company on or about the date such tax
liability is determinable, Common Shares, Other Company Securities or property,
other securities or property, or other forms of payment, or any combination
thereof, owned by such person or a portion of such forms of payment that would
otherwise be distributed, or have been distributed, as the case may be, pursuant
to such Award to such person, having a fair market value equal to the amount of
such taxes.

(g) The expenses of the Plan shall be borne by the Company. However, if an
Award is made to an individual employed by or performing services for an
Affiliate:

(i) if such Award results in payment of cash to the participant, such
Affiliate shall pay to the Company an amount equal to such cash payment
unless the Committee shall otherwise determine in its discretion;

(ii) if the Award results in the issuance by the Company to the
participant of Common Shares, Other Company Securities or property, other
securities or property, or other forms of payment, or any combination
thereof, such Affiliate shall, unless the Committee shall otherwise
determine in its discretion, pay to the Company an amount equal to the fair
market value thereof, as determined by the Committee, on the date such
Common Shares, other Company Securities or property, other securities or
property, or other forms of payment, or any combination thereof, are issued
(or in the case of the issuance of Restricted Stock or of Common Shares,
Other Company Securities or property, or other securities or property, or
other forms of payment subject to transfer and forfeiture conditions, equal
to the fair market value thereof on the date on which they are no longer
subject to applicable restrictions), minus the amount, if any, received by
the Company in respect of the purchase of such Common Shares, Other Company
Securities or property, other securities or property or other forms of
payment, or any combination thereof, all as the Committee shall determine
in its discretion; and

(iii) the foregoing obligations of any such Affiliate entity
shall survive and remain in effect and binding on such entity even if its
status as an Affiliate of the Company should subsequently cease, except as
otherwise agreed by the Company and the entity.

(h) The Plan shall be unfunded. The Company shall not be required to
establish any special or separate fund or to make any other segregation of
assets to assure the payment of any Award under the Plan, and rights to the
payment of Awards shall be no greater than the rights of the Company's general
creditors.

(i) By accepting any Award or other benefit under the Plan, each
participant and each person claiming under or through him shall be conclusively
deemed to have indicated his acceptance and ratification of, and consent to, any
action taken by the Company, the Board or the Committee or its delegates.

(j) Fair market value in relation to Common Shares, Other Company
Securities or property, other securities or property or other forms of payment
of Awards under the Plan or any combination thereof, as of any specific time
shall mean such value as determined by the Committee in accordance with
applicable law.

(k) The masculine pronoun includes the feminine and the singular includes
the plural wherever
appropriate.

(l) The appropriate officers of the Company shall cause to be filed any
reports, returns or other information regarding Awards hereunder or any Common
Shares issued pursuant hereto as may be required by Section 13 or 15(d) of the
Exchange Act (or any successor provision) or any other applicable statute, rule
or regulation.

(m) The validity, construction, interpretation, administration and effect
of the Plan, and of its rules and regulations, and rights relating to the Plan
and to Awards granted under the Plan, shall be governed by the substantive laws,
but not the choice of law rules, of the State of Delaware.

A-13
<PAGE>

19. PLAN AMENDMENT OR SUSPENSION. The Plan may be amended or suspended in
whole or in part at any time and from time to time by the Board, but no
amendment shall be effective unless and until the same is approved by
stockholders of the Company where the failure to obtain such approval would
adversely affect the compliance of the Plan with Rule 16b-3 under the Exchange
Act and with other applicable law. No amendment of the Plan shall adversely
affect in a material manner any right of any participant with respect to any
Award theretofore granted without such participant's written consent, except as
permitted under Paragraph 11.

20. PLAN TERMINATION. This Plan shall terminate upon the earlier of the
following dates or events to occur:

(a) upon the adoption of a resolution of the Board terminating the Plan; or

(b) ten years from the date the Plan is initially approved and adopted by
the stockholders of the Company in accordance with Paragraph 21 hereof;
provided, however, that the Board may, prior to the expiration of such ten-year
period, extend the term of the Plan for an additional period of up to five years
for the grant of Awards other than Incentive Stock Options. No termination of
the Plan shall materially alter or impair any of the rights or obligations of
any person, without his consent, under any Award theretofore granted under the
Plan except that subsequent to termination of the Plan, the Committee may make
amendments permitted under Paragraph 11.

21. SHAREHOLDER ADOPTION. The Plan shall be submitted to the stockholders
of the Company for their approval and adoption at a meeting to be held on or
before December 31, 1993, or at any adjournment thereof. The Plan shall not be
effective and no Award shall be made hereunder unless and until the Plan has
been so approved and adopted. The stockholders shall be deemed to have approved
and adopted the Plan only if it is approved and adopted at a meeting of the
stockholders duly held by vote taken in the manner required by the laws of the
State of Delaware and the applicable Federal securities laws.

A-14

<PAGE>

Appendix B

SOFTWARE PUBLISHING CORPORATION HOLDINGS, INC.*

OUTSIDE DIRECTOR AND ADVISOR STOCK OPTION PLAN

1. Purpose. Software Publishing Corporation Holdings, Inc. (the "Company")
hereby adopts the Software Publishing Corporation Holdings, Inc.* Outside
Director and Advisor Stock Option Plan (the "Plan"). The Plan is intended to
recognize the contributions made to the Company by the non-employee members of
the Board of Directors and Board of Advisors of the Company or an Affiliate (as
defined below), to provide such persons with additional incentive to devote
themselves to the future success of the Company or an Affiliate, and to improve
the ability of the Company or an Affiliate to attract, retain, and motivate
individuals upon whom the Company's sustained growth and financial success
depend, by providing such persons with an opportunity to acquire or increase
their proprietary interest in the Company through receipt of options to purchase
the Company's Common Stock, par value $.001 per share (the "Common Stock").

2. Definitions. Unless the context clearly indicates otherwise, the
following terms shall have the following meanings:

(a) "Affiliate" means a corporation which is a parent corporation or
a subsidiary corporation with respect to the Company within the meaning of
Section 424(e) or (f) of the Code.

(b) "Board of Directors" or "Board" means the Board of Directors or
the Board of Advisors of the Company.

(d) "Code" means the Internal Revenue Code of 1986, as amended.

(e) "Committee" shall have the meaning set forth in Section 3 of the
Plan.

(f) "Company" means Software Publishing Corporation Holdings,
Inc.*, a Delaware corporation.

(g) "Disability" shall have the meaning set forth in Section 22(e)(3)
of the Code.

(h) "Fair Market Value" shall have the meaning set forth in Subsection
8(c) of the Plan.

(i) "Non-qualified Stock Option" means an Option granted under
the Plan which is not intended to qualify, or otherwise does not qualify,
as an "incentive stock option" within the meaning of Section 422(b) of the
Code.

(j) "Option" means a Non-qualified Stock Option granted under the
Plan.

(k) "Optionee" means a person to whom an Option has been granted
under the Plan, which Option has not been exercised and has not expired or
terminated.

(l) "Option Document" means the document described in Section 8 of
the Plan, as applicable, which sets forth the terms and conditions of
each grant of Options.

________________
* If Proposal Number 2 is approved, to read: "Vizacom Inc."

B-1
<PAGE>

(m) "Option Price" means the price at which Shares may be purchased
upon exercise of an Option, as calculated pursuant to Subsection 8(c) of
the Plan.

(n) "Outside Director" means a member of the Board of Directors or
the Board of Advisors of the Company who is not an employee of the Company
or an Affiliate.

(o) "Rule 16b-3" means Rule 16b-3 promulgated under the Securities
Exchange Act of 1934, as amended.

(p) "Shares" means the shares of Common Stock of the Company which
are the subject of Options.

3. Administration of the Plan. The Plan shall be administered by the Board
of Directors of the Company; however, the Board of Directors may designate a
committee composed of two or more of its Directors to
operate and administer the Plan in its stead.

(a) Meetings. The Committee shall hold meetings at such times and
places as it may determine. Acts approved at a meeting by a majority of the
members of the Committee or acts approved in writing by the unanimous
consent of the members of the Committee shall be the valid acts of the
Committee.

(b) Administration. The interpretation and construction by the
Committee of any provisions of the Plan or of any Option granted under it
shall be final, binding and conclusive.

(c) Exculpation. No member of the Board of Directors shall be
personally liable for monetary damages for any action taken or any failure
to take any action in connection with the administration of the Plan or the
granting of Options under the Plan, provided that this Subsection 3(c)
shall not apply to (i) any breach of such member's duty of loyalty to the
Company or its stockholders, (ii) acts or omissions not in good faith or
involving intentional misconduct or a knowing violation of law, (iii) acts
or omissions that would result in liability under Section 174 of the
General Corporation Law of the State of Delaware, as amended, and (iv) any
transaction from which the member derived an improper personal benefit.

(d) Indemnification. Service on the Committee shall constitute
service as a member of the Board of Directors of the Company. Each member
of the Committee shall be entitled without further act on his or her part
to indemnity from the Company to the fullest extent provided by applicable
law and the Company's Certificate of Incorporation and/or By-laws in
connection with or arising out of any action, suit or proceeding with
respect to the administration of the Plan or the granting of Options
thereunder in which he or she may be involved by reason of his or her being
or having been a member of the Committee, whether or not he or she
continues to be such member of the Committee at the time of the action,
suit or proceeding.

4. Grants under the Plan. Grants under the Plan may only be in the form of
a Non-qualified Stock Option.

5. Eligibility. All Outside Directors shall be eligible to receive Options
hereunder. The Committee, in its sole discretion, shall determine whether an
individual is eligible to receive Options under the Plan.

6. Shares Subject to Plan. The aggregate maximum number of Shares for which
Options may be granted pursuant to the Plan is 750,000, subject to adjustment as
provided in Section 10 of the Plan. The Shares shall be issued from authorized
and unissued Common Stock or Common Stock held in or hereafter acquired for the
treasury of the Company. If an Option terminates or expires without having been
fully exercised for any reason, the Shares for which the Option was not
exercised may again be the subject of one or more Options granted pursuant to
the Plan.

B-2
<PAGE>

7. Term of the Plan. The Plan is effective as of August 2, 1995, the date
on which it was adopted by the Board of Directors, subject to the approval of
the Plan on or before December 31, 1995 by a majority of the votes cast at a
duly called meeting of the stockholders at which a quorum representing a
majority of all outstanding voting stock of the Company is, either in person or
by proxy, present and voting. If the Plan is not so approved on or before
December 31, 1995, all Options granted under the Plan shall be null and void. No
Option may be granted under the Plan after December 31, 2005.

8. Option Documents and Terms. Each Option granted under the Plan shall be
a Non-qualified Stock Option. Options granted pursuant to the Plan shall be
evidenced by the Option Documents in such form as the Committee shall from time
to time approve, which Option Documents shall comply with and be subject to the
following terms and conditions and such other terms and conditions as the
Committee shall from time to time require which are not inconsistent with the
terms of the Plan.

(a) Number of Option Shares. Each Option Document shall state the
number of Shares to which it pertains. An Optionee may receive more than
one Option on the terms and subject to the conditions and restrictions of
the Plan.

(b) Timing of Grants; Number of Shares Subject of Options. Each
Outside Director shall be granted, on the earlier of (i) August 1, 1995 or
(ii) his or her becoming an Outside Director, an Option to purchase twenty
five thousand (25,000) Shares. Thereafter, each Outside Director shall be
granted annually, commencing on the first day of August, 1996 and on the
first day of each August thereafter, an Option to purchase twenty-five
thousand (25,000) Shares; provided that if at the time of any grant of
Options the number of Shares reserved for issuance under this Plan is less
than the number of Shares underlying the Options to be granted pursuant to
the terms hereof, then the number of Options granted to each director
shall be reduced proportionately.

(c) Option Price. Each Option Document shall state the Option Price,
which shall be equal to the Fair Market Value of the Shares on the date the
Option is granted. "Fair Market Value" shall mean: (i) if the Common Stock
is listed or admitted to trade on a national securities exchange, the
closing price of the Common Stock on the Composite Tape, as published in
The Wall Street Journal, of the principal national securities exchange on
which the Common Stock is so listed or admitted to trade, on such date, or,
if there is no trading of the Common Stock on such date, then the closing
price of the Common Stock as quoted on such Composite Tape on the next
preceding date on which there was trading in such shares; (ii) if the
Common Stock is not listed or admitted to trade on a national securities
exchange but is listed and quoted on The Nasdaq Stock Market ("Nasdaq"),
the last sale price, in the case of the Common Stock being listed on The
Nasdaq National Market or The Nasdaq SmallCap Market, for the Common Stock
on such date as reported by Nasdaq, or, if there is no reported trading of
the Common Stock on such date, then the last sale or bid price, as the case
may be, for the Common Stock on the next preceding date on which there was
trading in the Common Stock; (iii) if the Common Stock is not listed or
admitted to trade on a national securities exchange and is not listed and
quoted on Nasdaq, the mean between the closing bid and asked price for the
Common Stock on such date, as furnished by the National Association of
Securities Dealers, Inc. ("NASD") or similar organization; or (iv) if the
stock is not listed or admitted to trade on a national securities exchange,
not listed and quoted on Nasdaq and if bid and asked prices for the Common
Stock are not furnished by the NASD or a similar organization, the value
established in good faith by the Committee in the Committee's sole
discretion.

(d) Exercise. Each Option shall be exercisable on the date of grant
to the extent of not more than thirty-three and one-third percent (33-1/3%)
of the Shares granted. After the expiration of one (1) year from the date
of grant, the Option may be exercised to the extent of not more than
sixty-six and two-thirds percent (66-2/3%) of the Shares granted, and after
the expiration of two (2) years from the date of grant, the Option may be
exercised to the extent of not more than one hundred percent (100%) of the
shares granted. No Option shall be deemed to have been exercised prior to
the receipt by the Company of written notice of such exercise and payment
in full of the Option Price for the shares to be purchased. Each such
notice shall specify the

B-3
<PAGE>

number of Shares to be purchased and shall (unless the Shares are covered
by a then current registration statement or a Notification under Regulation
A under the Securities Act of 1933, as amended (the "Act")), contain the
Optionee's acknowledgment in form and substance satisfactory to the Company
that (a) such Shares are being purchased for investment and not for
distribution or resale (other than a distribution or resale which, in the
opinion of counsel satisfactory to the Company, may be made without
violating the registration provisions of the Act), (b) the Optionee has
been advised and understands that (i) the Shares have not been registered
under the Act and are "restricted securities" within the meaning of Rule
144 under the Act and are subject to restrictions on transfer and (ii)
the Company is under no obligation to register the Shares under the Act or
to take any action which would make available to the Optionee any exemption
from such registration, (c) such Shares may not be transferred without
compliance with all applicable federal and state securities laws, and (d)
an appropriate legend referring to the foregoing restrictions on transfer
and any other restrictions imposed under the Option Documents may be
endorsed on the certificates. Notwithstanding the foregoing, if the
Company determines that issuance of Shares should be delayed pending (A)
registration under federal or state securities laws, (B) the receipt of an
opinion of counsel acceptable to the Company that an appropriate exemption
from such registration is available, (C) the listing or inclusion of the
Shares on any securities exchange or an automated quotation system or (D)
the consent or approval of any governmental regulatory body whose consent
or approval is necessary in connection with the issuance of such Shares,
the Company may defer exercise of any Option granted hereunder until any of
the events described in this Subsection 8(d) has occurred.

(e) Medium of Payment. An Optionee shall pay for Shares (i) in cash,
(ii) by certified or cashier's check payable to the order of the Company,
or (iii) by such other mode of payment as the Committee may approve,
including payment through a broker in accordance with procedures permitted
by Regulation T of the Federal Reserve Board. Without limiting the
foregoing, the Committee may provide an Option Document that payment may be
made in whole or in part in shares of the Company's Common Stock. If
payment is made in whole or in part in shares of the Company's Common
Stock, then the Optionee shall deliver to the Company certificates
registered in the name of such Optionee representing the shares owned by
such Optionee, free of all liens, claims and encumbrances of every kind and
having an aggregate Fair Market Value on the date of delivery that is at
least as great as the Option Price of the Shares (or relevant portion
thereof) with respect to which such Option is to be exercised by the
payment in shares of Common Stock, accompanied by stock powers duly
endorsed in blank by the Optionee. In the event that certificates for
shares of the Company's Common Stock delivered to the Company represent a
number of shares in excess of the number of shares required to make payment
for the Option Price of the Shares (or relevant portion thereof) with
respect to which such Option is to be exercised by payment in shares of
Common Stock, the stock certificate issued to the Optionee shall represent
(i) the Shares in respect of which payment is made, and (ii) such excess
number of shares. Notwithstanding the foregoing, the Committee may impose
from time to time such limitations and prohibitions on the use of shares of
the Common Stock to exercise an Option as it deems appropriate.

(f) Termination of Options. All Options granted pursuant to this
Plan shall be exercisable until the first to occur of the following:

(i) Expiration of ten (10) years from the date of grant;

(ii) Expiration of three months from the date on which the
Optionee's service as an Outside Director terminates for any reason
other than Disability or death; provided, however, that the Committee,
in its sole discretion, shall have the authority to extend the
expiration date of any or all outstanding Options held by an Optionee
whose service as an Outside Director terminates for any reason other
than Disability or death beyond such three month period, but in no
event shall such extension of the expiration date of an Option be to a
date beyond the tenth anniversary of the grant of such Option; or

(iii) Expiration of one year from the date the Optionee's
service with Company as an Outside Director terminates due to the
Optionee's Disability or death.

B-4
<PAGE>

(g) Transfers. No option granted under the Plan may be
transferred, except by will or by the laws of descent and distribution.
During the lifetime of the person to whom an Option is granted, such
Option may be exercised only by such person. Notwithstanding the foregoing,
a Non-qualified Stock Option may be transferred pursuant to the terms of a
"qualified domestic relations order," within the meaning of Sections
401(a)(13) and 414(p) of the Code or within the meaning of Title I of the
Employee Retirement Income Security Act of 1974, as amended.

(h) Other Provisions. Subject to the provisions of the Plan, the
Option Documents shall contain such other provisions including, without
limitation, additional restrictions upon the exercise of the Option or
additional limitations upon the term of the Option, as the Committee
shall deem advisable.

(i) Amendment. Subject to the provisions of the Plan, the Committee
shall have the right to amend Option Documents issued to an Optionee,
subject to the Optionee's consent if such amendment is not favorable to the
Optionee, except that the consent of the Optionee shall not be required for
any amendment made under Section 9 of the Plan, as applicable.

9. Change in Control. In the event of a Change in Control, the Committee
may take whatever action it deems necessary or desirable with respect to the
Options outstanding, including, without limitation, accelerating the expiration
or termination date in the respective Option Documents to a date no earlier than
thirty (30) days after notice of such acceleration is given to the Optionees. In
addition to the foregoing, in the event of a Change in Control, Options granted
pursuant to the Plan shall become immediately exercisable in full.

A "Change in Control" shall be deemed to have occurred upon the earliest to
occur of the following events: (i) the date the stockholders of the Company (or
the Board of Directors, if stockholder action is not required) approve a plan or
other arrangement pursuant to which the Company will be dissolved or liquidated,
or (ii) the date the stockholders of the Company (or the Board of Directors, if
stockholder action is not required) and the stockholders of the other
constituent corporation (or its board of directors, if stockholder action is not
required) have approved a definitive agreement to merge or consolidate the
Company with or into such other corporation, other than, in either case, a
merger or consolidation of the Company in which holders of shares of the
Company's Common Stock immediately prior to the merger or consolidation will
hold at least a majority of the ownership of common stock of the surviving
corporation (and, if one class of common stock is not the only class of voting
securities entitled to vote on the election of directors of the surviving
corporation, a majority of the voting power of the surviving corporation's
voting securities) immediately after the merger or consolidation, which common
stock (and if applicable voting securities) is to be held in the same proportion
as such holders' ownership of Common Stock of the Company immediately before the
merger or consolidation, or (iv) the date any entity, person or group (within
the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange
Act of 1934, as amended) other than (A) the Company or any of its subsidiaries
or any employee benefit plan (or related trust) sponsored or maintained by the
Company or any of its subsidiaries, or (B) any person who, on the date the Plan
is effective, shall have been the beneficial owner of or have voting control
over shares of Common Stock of the Company, possessing more than ten percent
(10%) of the aggregate voting power of the Company's Common Stock shall have
become the beneficial owner of, or shall have obtained voting control over, more
than ten percent (10%) of the outstanding shares of the Company's Common Stock,
or (v) the first day after the date this Plan is effective when directors are
elected such that a majority of the Board of Directors shall have been members
of the Board of Directors for less than two (2) years, unless the nomination for
election of each new director who was not a director at the beginning of such
two (2) year period was approved by a vote of at least two-thirds of the
directors then still in office who were directors at the beginning of such
period.

10. Adjustments on Changes in Capitalization. The aggregate number of
Shares and class of Shares as to which Options may be granted hereunder, the
number and class or classes of Shares covered by each outstanding Option and the
Option Price thereof shall be appropriately adjusted in the event of a stock
dividend, stock split, recapitalization or other change in the number or class
of issued and outstanding equity securities of the Company resulting from a
subdivision or consolidation of the Common Stock and/or, if appropriate, other
outstanding equity securities or a recapitalization or other capital adjustment
(not including the issuance of Common Stock on the

B-5
<PAGE>

conversion of other securities of the Company which are convertible into
Common Stock) affecting the Common Stock which is effected without receipt of
consideration by the Company. The Committee shall have authority to determine
the adjustments to be made under this Section, and any such determination by the
Committee shall be final, binding and conclusive.

11. Amendment of the Plan. The Board of Directors of the Company may amend
the Plan from time to time in such manner as it may deem advisable. The
provisions of the Plan relating to (i) which directors shall be granted Options
pursuant to Section 8; (ii) the amount of Shares subject to Options granted
pursuant to Section 8; (iii) the price at which Shares subject to Options
granted pursuant to Section 8 may be purchased; and (iv) the timing of grants of
Options pursuant to Section 8, shall not be amended more than once every six (6)
months, other than to comport with changes in the Code or the Employee
Retirement Income Security Act of 1974, as amended. No amendment to the Plan
shall adversely affect any outstanding Option, however, without the consent of
the Optionee that holds such Option.

12. No Commitment to Retain. The grant of an Option pursuant to the Plan
shall not be construed to imply or to constitute evidence of any agreement,
express or implied, on the part of the Company or any Affiliate to retain the
Optionee as a member of the Company's Board of Directors or in any other
capacity.

13. Withholding of Taxes. Whenever the Company proposes or is required to
deliver or transfer Shares in connection with the exercise of an Option, the
Company shall have the right to (a) require the recipient to remit or otherwise
make available to the Company an amount sufficient to satisfy any federal, state
and/or local withholding tax requirements prior to the delivery or transfer of
any certificate or certificates for such Shares or (b) take whatever other
action it deems necessary to protect its interests with respect to tax
liabilities. The Company's obligation to make any delivery or transfer of Shares
shall be conditioned on the Optionee's compliance, to the Company's
satisfaction, with any withholding requirement.

14. Interpretation. The Plan is intended to enable transactions under the
Plan with respect to directors and officers (within the meaning of Section 16(a)
under the Securities Exchange Act of 1934, as amended) to satisfy the conditions
of Rule 16b-3; to the extent that any provision of the Plan, or any provisions
of any Option granted pursuant to the Plan, would cause a conflict with such
conditions or would cause the administration of the Plan as provided in Section
3 to fail to satisfy the conditions of Rule 16b-3, such provision shall be
deemed null and void to the extent permitted by applicable law.

B-6

<PAGE>
SOFTWARE PUBLISHING CORPORATION HOLDINGS, INC.

The undersigned hereby appoints Mark E. Leininger and Marc E. Jaffe, or
either of them, attorneys and proxies with full power of substitution in each of
them, in the name and stead of the undersigned, to vote as proxy all the stock
of the undersigned in SOFTWARE PUBLISHING CORPORATION HOLDINGS, INC., a Delaware
corporation (the "Company"), at the Annual Meeting of Stockholders scheduled to
be held on July 14, 1999, and any adjournments thereof.

THE SHARES REPRESENTED HEREBY SHALL BE VOTED BY THE PROXIES, OR EITHER OF THEM,
AS SPECIFIED AND, IN THEIR DISCRETION, UPON SUCH OTHER MATTERS AS MAY PROPERLY
COME BEFORE THE MEETING. IF NO SPECIFICATION IS MADE, THE SHARES WILL BE VOTED
FOR THE DIRECTOR-NOMINEE LISTED ON THE REVERSE SIDE AND FOR EACH OF PROPOSALS
2, 3, 4 AND 5, AS SET FORTH ON THE REVERSE HEREOF. RECEIPT OF THE COMPANY'S
PROXY STATEMENT, DATED JUNE 4, 1999, IS HEREBY ACKNOWLEDGED.

PLEASE DATE, SIGN AND RETURN THIS PROXY IN THE ENCLOSED ENVELOPE.

(Continued and to be signed on reverse side.)

<PAGE>

The Board of Directors recommends a vote FOR the following proposals.

1. Election of the nominee listed at right as director in Class II, as set
forth in the Proxy Statement: Mark E. Leininger

[ ] FOR the nominee listed above [ ] WITHHOLD authority to vote for the nominee

2. Approval of the amendment of the Company's Certificate of Incorporation to
change the Company's name to "Vizacom Inc.":

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. Approval of the amendment of the Company's Certificate of Incorporation
to increase the number of authorized shares of the Company's Common Stock
to 60,000,000 from 30,000,000:

[ ] FOR [ ] AGAINST [ ] ABSTAIN

4. Approval of the amendment of the Company's 1994 Long Term Incentive Plan
to increase the number of shares available for award thereunder to
5,000,000 from 1,333,333:

[ ] FOR [ ] AGAINST [ ] ABSTAIN

5. Approval of amendments to the Company's Outside Director and Advisor
Stock Option Plan to increase the number of shares available for award
thereunder to 750,000 from 166,666, to increase the number of shares
underlying each initial and annual option awarded thereunder and to modify
the language with respect to the calculation of the exercise price of
options granted thereunder:

A. To increase the number of shares available for award thereunder
to 750,000 from 166,666:
[ ] FOR [ ] AGAINST [ ] ABSTAIN

B. To increase the number of shares underlying each initial and
annual option awarded thereunder:
[ ] FOR [ ] AGAINST [ ] ABSTAIN

C. To modify the language with respect to the calculation of the
exercise price of options granted thereunder:
[ ] FOR [ ] AGAINST [ ] ABSTAIN

6. Upon such other business as may properly come before the meeting or any
adjournment thereof.

Dated: _____________, 1999

-------------------------------[L.S.]

-------------------------------[L.S.]
(Note: Please sign exactly as your name appears
hereon. Executors, administrators, trustees,
etc. should so indicate when signing, giving
full title as such. If signer is a
corporation, execute in full corporate name
by authorized officer. If shares are held in
the name of two or more persons, all should
sign.)