AMENDMENT NO. 1 TO ESCROW AGREEMENT
This Amendment No. 1 dated November 9, 1998 to the Escrow Agreement dated
October 9, 1998, (the "AGREEMENT") by and among LaSalle National Bank (the
"ESCROW AGENT"), V-ONE Corporation (the "COMPANY") and LaSalle St.
Securities, Inc. (the "SELLING AGENT").
The Escrow Agent and the Company and the Selling Agent hereby agree to
amend the Agreement as set forth below:
1. Paragraph A on page 1 of the Agreement is hereby revised in its
entirety as follows:
A. The Company proposes to offer (the "OFFERING") for sale solely to
accredited investors (individually a "SUBSCRIBER" and collectively the
"SUBSCRIBERS") through the Selling Agent 1,800,000 shares of the Company's
common stock, $0.001 par value per share, at a price of $2.00 per share
(the "OFFERING PRICE") representing $3,600,000 in gross sale proceeds
("MINIMUM PROCEEDS"). The Offering will not close unless $3,600,000 in
gross sale proceeds have been received and accepted by the Company. The
Company may sell an additional 922,070 shares (an additional $1,844,140 in
gross sale proceeds) on the same terms described above ("OVER SUBSCRIPTION
OPTION"). (The 1,800,000 shares and the 922,070 shares are hereinafter
referred to as the "SHARES"). The Shares shall be sold in reliance upon
Regulation D promulgated under the Securities Act of 1933, as amended (the
"ACT"), and Section 4(2) of the Act, and as permitted in the jurisdictions
in which the Shares are to be offered.
IN WITNESS WHEREOF, the parties hereto have caused this Escrow Agreement to be
duly executed by their authorized representatives as of the date first written
above.
V-ONE CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
Chief Financial Officer
LASALLE NATIONAL BANK
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
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Title: Trust Officer &
Assistant Secretary
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LASALLE ST. SECURITIES, INC.
By: /s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx
Vice-President
