INSTRUMENT OF ASSUMPTION
ALLEGRO NEW MEDIA, INC., a Delaware corporation ("Allegro"), pursuant to
the Agreement and Plan of Reorganization dated as of October 1, 1996 (the
"Agreement") by and among Allegro, Software Publishing Corporation ("SPC") and
SPC Acquisition Corporation, hereby assumes and agrees to perform the
obligations of SPC in, to and under each of the option agreements listed on
Schedule A hereto.
IN WITNESS WHEREOF, Allegro has caused this Instrument of Assumption to be
duly executed on its behalf by its duly authorized representative this 20th day
of December, 1996, effective as of December 27, 1996.
ALLEGRO NEW MEDIA, INC.
By: /s/Xxxxx X. Cinnamon
Xxxxx X. Cinnamon
Chairman of the Board, President
and Chief Executive Officer
