0000926331-97-000003 Sample Contracts

INSTRUMENT OF ASSUMPTION
Instrument of Assumption • January 10th, 1997 • Allegro New Media Inc • Services-prepackaged software

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.

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