AMENDMENT NO. 1 TO ESCROW AGREEMENT


     This Amendment No. 1 to Escrow Agreement is made as of April 1, 1997 by and
among Allegro New Media,  Inc., a Delaware  corporation (the  "Company"),  Serif
(Europe) Limited, an English corporation,  Norman W. Alexander, as Stockholders'
Representative and as  attorney-in-fact  for the Stockholders (as such terms are
defined  in  the  Escrow  Agreement)  ("Alexander"  or  the  "New  Stockholders'
Representative"),  Moritt,  Hock & Hamroff,  LLP, as new Escrow  Agent (the "New
Escrow Agent"),  and Blau, Kramer,  Wactlar & Lieberman,  P.C., as former Escrow
Agent (the "Former Escrow Agent").

     WHEREAS, the parties hereto, other than the New Escrow Agent, Alexander and
the Trust, did,  together with Gwyn Jones ("Jones" or the "Former  Stockholders'
Representative"), enter into an Escrow Agreement, dated as of July 31, 1996 (the
"Escrow Agreement"); and

     WHEREAS,  in  furtherance  of a letter  agreement,  dated October 24, 1996,
between the Company and Jones and a Notice by the Trustees of the Serif (Europe)
Limited  Employee  Share Option Scheme (the  "Scheme"),  dated as of October 24,
1996, to the Company,  Jones and the Scheme,  collectively  as the  Stockholders
entitled  to a  majority  of the  Escrowed  Property  (as  defined in the Escrow
Agreement)  pursuant  to  authority  granted  under  Section  6.02 of the Escrow
Agreement,  and Jones,  individually,  pursuant to the  authority  granted under
Section  13.8  of  the  Reorganization  Agreement  (as  defined  in  the  Escrow
Agreement),  this  latter  authority  being  consented  to by the Company by the
Company's  execution and delivery of this  Amendment No. 1 to Escrow  Agreement,
did   appoint   Alexander   as  the   New   Stockholders'   Representative   and
attorney-in-fact for the Stockholders; and

     WHEREAS, the Company and New Stockholders Representative have determined it
to be appropriate and in their and the  Stockholders'  best interests to appoint
the New  Escrow  Agent  as the  escrow  agent  under  the  Escrow  Agreement  in
substitution of the Former Escrow Agent and, in connection therewith,  amend the
Escrow  Agreement  in order to  substitute  the New Escrow  Agent for the Former
Escrow Agent thereunder;

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

     1. The Company and the New Stockholders'  Representative hereby appoint the
New Escrow Agent as successor  escrow agent to the Former Escrow Agent  pursuant
to the terms of and under the Escrow  Agreement  and the New Escrow Agent hereby
accepts such appointment.

     2. In connection with the  appointment of the New Escrow Agent,  the Former
Escrow Agent has been  directed to deliver all of the  Escrowed  Property to the
New  Escrow  Agent  and  the  Former   Escrow  Agent  has  made  such   delivery
simultaneously with the execution and delivery of this Amendment No. 1 to Escrow
Agreement.  The New Escrow  Agent  hereby  acknowledges  receipt of the Escrowed
Property.


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     3. The  Company and the  Stockholders'  Representative  hereby  release the
Former Escrow Agent from any and all liability under the Escrow Agreement.

     4. For all purposes  with respect to the Escrow  Agreement,  the New Escrow
Agent  shall  be  substituted  for the  Former  Escrow  Agent  as  escrow  agent
thereunder  and the Escrow  Agreement  is hereby  amended to the effect that (a)
references to "Blau,  Kramer,  Wactlar & Lieberman,  P.C."  henceforth  shall be
deemed to refer to "Moritt, Hock & Hamroff,  LLP", (b) and all references to the
address  of the  Escrow  Agent , and the  address  for  copies  of all  notices,
consents, requests, instructions, approvals and other communications given, made
or served upon the Company,  shall be deemed to refer to "400 Garden City Plaza,
Suite 202, Garden City, New York 11530, Fax No. (516) 873-2010."

     5. Except as otherwise  provided  herein,  the terms and  provisions of the
Escrow Agreement shall remain in full force and effect.


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


                                   ALLEGRO NEW MEDIA, INC.



                                   By:/s/Barry A. Cinnamon
                                   Barry A. Cinnamon, President


                                   SERIF INC.


                                   By:/s/Barry A. Cinnamon
                                   Barry A. Cinnamon, President



                                   /s/Norman W. Alexander
                                   Norman W. Alexander, as Stockholders'
                                   Representative and as Attorney-in-Fact for
                                   the Stockholders



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


                                   By:/s/Edward S. Wactlar
                                   Name:
                                   Title:


                                   MORITT, HOCK & HAMROFF, LLP,
                                   as New Escrow Agent


                                   By:/s/Neil M. Kaufman
                                   Neil M. Kaufman, Partner