AMENDMENT TO ESCROW AGREEMENTS


     This  Amendment  to  Escrow   Agreements  and  Employment   Agreement  (the
"Amendment  Agreement") is made as of September 5, 1996 by and among Allegro New
Media, Inc., a Delaware corporation (the "Company"),  Barry A. Cinnamon, Richard
Bergman  and Blau,  Kramer,  Wactlar &  Lieberman,  P.C.,  as escrow  agent (the
"Escrow Agent").

     WHEREAS,  the parties hereto have entered into an escrow agreement dated as
of December 27, 1993 (the "1993 Escrow Agreement") and an Escrow Agreement dated
as of May 25, 1995 (the "1995  Escrow  Agreement";  and  together  with the 1993
Escrow Agreement, sometimes hereinafter referred to as the "Escrow Agreements");

     WHEREAS,  the Board of Directors of the Company have  determined that it is
appropriate   and  in  the  best   interests   of  the   Company  to  amend  the
above-referenced  Escrow Agreements in order to provide for (a) the release from
escrow to Barry A. Cinnamon of all shares of Common  Stock,  par value $.001 per
share (the "Common Stock") held in escrow pursuant to the Escrow Agreements, (b)
the release  from  escrow to Richard  Bergman of 14,000  shares of Common  Stock
pursuant to the Escrow  Agreements,  and (c) the surrender by Mr. Bergman of all
remaining  shares  of  Common  Stock  held  in  escrow  pursuant  to the  Escrow
Agreements;

     NOW,  THEREFORE,  in consideration of the mutual premises and covenants set
forth herein, the parties hereto agree as follows:

     1. All 100,000  shares of Common  Stock held in escrow by the Escrow  Agent
under the 1993 Escrow Agreement shall be released to Barry A. Cinnamon as of the
date  hereof.  All 200,000  shares of Common  Stock held in escrow by the Escrow
Agent  pursuant  to the 1995  Escrow  Agreement  shall be  released  to Barry A.
Cinnamon as of the date hereof.

     2. 14,000 shares of Common Stock held in escrow pursuant to the 1995 Escrow
Agreement shall be released to Richard Bergman as of the date hereof.  All other
shares of  Common  Stock  held in escrow  pursuant  to  either  the 1993  Escrow
Agreement or the 1995 Escrow  Agreement  shall be surrendered to the Company for
cancellation.

     3. Each of the 1993  Escrow  Agreement  and the 1995 Escrow  Agreement  are
hereby  terminated  in  their  entirety,  except  that the  indemnification  and
exculpation  provisions  contained therein  (including without limitation Sectin
5(c)  thereof)  running in favor of the Escrow  Agent shall  continue in effect,
with the Company being the sole obligor therefore.


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     IN WITNESS  WHEREOF,  the  undersigned  have  executed and  delivered  this
Agreement as of the date first above written.

                                    ALLEGRO NEW MEDIA, INC.

                                       /s/Mark E. Leininger
                                    By:---------------------------
                                      Mark E.  Leininger
                                      Vice President-Finance

                                       /s/Barry A. Cinnamon
                                      ----------------------------
                                      Barry A.  Cinnamon


                                       /s/Richard Bergman
                                      ----------------------------
                                      Richard Bergman


                                     BLAU, KRAMER, WACTLAR &
                                      LIEBERMAN, P.C., as Escrow Agent


                                       /s/Neil M. Kaufman
                                    By:---------------------------
                                      Neil M.  Kaufman
                                      Member