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Software Publishing Corporation Holdings, Inc. 3a Oak Road Fairfield, New Jersey 07004 December 17, 1998 Mr. Marc E. Jaffe C/O Electronic Licensing Organization 386 Park Avenue New York, New York 10016 Re: Common Stock Subscription Dear Mr. Jaffe: This Letter Sets Forth Your Agreement With Software Publishing Corporation Holdings, Inc., a Delaware Corporation (The "Company"), as Follows: 1. You Agree That $22,500 of the $30,000 Owed by the Company to You in Respect of Your Compensation for 1998 Shall Be Converted Into an Aggregate of 30,000 Shares (The "Shares") of Common Stock, Par Value $.001 Per Share (The "Common Stock"), of the Company, Effective as of the Date Hereof. 2. the Company Will Pay to You the Remaining $7,500 Due to You With Respect to Your Compensation for 1998 Upon the Company Raising More Than $500,000 in a Financing Transaction. 3. the Shares Will Be Registered for Resale in the Company's Proposed Registration Statement on Form S-3 Which Is Next Filed With the Securities and Exchange Commission. 4. You Acknowledge That You Are an Accredited Investor by Virtue of Your Being an Officer and Director of the Company, and That You Are Purchasing the Common Stock for Investment, and Not With a View to Distribution, and Have No Contacts, Arrangements or Understandings With Respect to Any Disposition of the Shares. <page> if the Foregoing Accurately Sets Forth Our Understanding, Please Sign Where Indicated Below. Very Truly Yours, Software Publishing Corporation Holdings, Inc. By: /S/ Mark E. Leininger Mark E. Leininger, President Accepted and Agreed as of the Date First Above Written: /S/ Marc E. Jaffe - Marc E. Jaffe
