SECOND AMENDMENT TO ESCROW AGREEMENT
THIS SECOND AMENDMENT to Escrow Agreement is made as of the 5th day of
February, 1999, by and among AMERICAN CARD TECHNOLOGY, INC., a Delaware
corporation ("American Card"), THE BANK OF NEW YORK (the "Escrow Agent"), and
ROCKCREST SECURITIES L.L.C. ("Underwriter")
WITNESSETH:
WHEREAS, American Card and Escrow Agent are parties to an escrow
agreement dated as of May 1, 1998 and amended pursuant to an Amendment dated
August 1998 (as amended, the "Escrow Agreement"); and
WHEREAS, American Card and Escrow Agent desire to include Underwriter
as a party to the Agreement and to conform the Agreement to certain requirements
set forth in Rule 15c2-4 promulgated under the Securities Exchange Act of 1934.
NOW THEREFORE, in consideration of the foregoing and the covenants
contained herein, the parties hereto agree as follows:
1. American Card and Escrow Agent hereby consent to the addition of
Underwriter as a party to the Agreement, and Underwriter hereby consents to be
added as a party to the Agreement.
2. The Agreement is hereby amended as follows:
(a) Section 1 to the Agreement is hereby deleted in its entirety
and the following substituted in lieu thereof:
"1. PROCEEDS TO BE ESCROWED.
(a) The Escrow Agent shall promptly (and, in
any case, on or prior to the commencement of the
offering) cause to be opened a fully segregated
interest-bearing escrow account, which escrow account
shall be entitled American Card Technology, Inc. -
Escrow Account (the "Escrow Account") for the purpose
of holding in escrow all proceeds for the Company and
the subscribers. The Underwriter and the selected
dealers shall, as to each subscriber in connection
with all proceeds received under the offering,
instruct each subscriber to remit the purchase price
in the form of checks (which checks must be certified
if remitted during the last five (5) business days of
the offering period) or by wire transfer (in
accordance with prior written or facsimile notice to
the Escrow Agent) but such checks and wire transfers
shall be payable only to the order of Escrow Agent
and all such wire transfers or checks shall be
accompanied by information identifying each
subscriber, subscription, the subscriber's social
security or ID number and address. Wire transfers to
the Escrow Account shall be made in Federal Funds
transferred as follows:
The Bank of New York
ABA No. 021000018
GLA 111-565
Account # 004051
American Card Technology, Inc. -
Escrow Account
(b) On the terms and conditions of this
Agreement, the Escrow Agent shall deposit the
proceeds and any interest earned thereon in the
Escrow Account. The proceeds shall be invested as
promptly as practicable upon their receipt by the
Escrow Agent, in accordance with this Agreement. All
amounts deposited in the Escrow Account shall be
invested and reinvested in the manner provided in
Section 7 hereof."
(b) Section 7 to the Agreement is hereby deleted in its entirety
and the following substituted in lieu thereof:
"7. INVESTMENT OF PROCEEDS. All funds held
by the Escrow Agent pursuant to this Agreement shall
constitute trust property for the purposes for which
they are held. The Escrow Agent shall invest all
funds received from subscribers as directed in
writing by the Company in accordance with Rule 15c2-4
promulgated under the Securities Exchange Act of
1934."
3. Except as amended hereby, the Escrow Agreement remains in full force
and effect and is hereby ratified and confirmed.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals
as of the day and year first above written.
AMERICAN CARD TECHNOLOGY, INC.
By: /s/ Raymond Findley
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Its President
(SIGNATURES CONTINUED NEXT PAGE)
THE BANK OF NEW YORK
By: /s/ Matthew G. Lewis
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Its Assistant Treasurer
ROCKCREST SECURITIES L.L.C.
By: /s/ Julie Chambers
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Its Vice President