


                                                                     Exhibit 2.4


                                ESCROW AGREEMENT
                                ----------------


     ESCROW  AGREEMENT,  dated  July  17,  1998,  by and  among  AMPEX  HOLDINGS
CORPORATION,  a Delaware corporation  ("Buyer"),  AMPEX CORPORATION,  a Delaware
corporation  ("Parent"),  each of the shareholders  named as signatories  hereto
("Sellers"), and IBJ SCHRODER BANK & TRUST COMPANY, as escrow agent (the "Escrow
Agent"). 

     Concurrently herewith, pursuant to an Acquisition Agreement, dated June 24,
1998 (the "Acquisition  Agreement"),  by and among Buyer,  Parent,  and Sellers,
Buyer is purchasing all of the issued and outstanding  shares of common stock of
MicroNet  Technology,  Inc., a Delaware  corporation  (the  "Company")  owned by
Sellers.  Except as defined herein, all capitalized terms used herein shall have
the same meanings  ascribed to them in the  Acquisition  Agreement.  This Escrow
Agreement  is being  entered into  pursuant to Section  2(a) of the  Acquisition
Agreement  for the purpose of securing to Buyer the right to be  indemnified  by
Sellers from and against claims against the Company  (hereinafter,  "Claims") in
accordance with the terms and conditions set forth in this Escrow  Agreement and
Section 11 of the Acquisition  Agreement.  In  consideration of the execution of
the  Acquisition  Agreement and the agreements and covenants  contained  herein,
Sellers,  Parent and Buyer agree,  and in  consideration  of the  agreements and
covenants contained herein, the Escrow Agent agrees, as follows:


I.       ESCROWED FUND

     1.01  Concurrently  with the execution of this Escrow  Agreement,  Buyer is
delivering to the Escrow Agent 720,000  shares of Parent's  Class A Common Stock
(the "Class A Stock") and 3,500 shares of the 8% Noncumulative  Junior Preferred
Stock,  Series A (the  "Preferred  Stock" and,  collectively  with the shares of
Class A Stock, the "Shares") of the Company (the "Escrowed  Fund"),  the receipt
of which is  hereby  acknowledged  by the  Escrow  Agent.  1.02  Subject  to the
provisions  of this Escrow  Agreement,  the Escrow  Agent will from time to time
invest  and  reinvest  all cash  proceeds  held in the Escrow  Fund  (including,
without limitation,  dividends and other distributions received on or in respect
of the Shares (the "Escrowed  Income") in such direct obligations of the United
States  Government,  or in certificates of deposit issued by the Escrow Agent or
any United States bank or trust company having a combined capital and surplus of
at least $100,000,000,  as Sellers shall instruct in writing, provided, however,
that the Escrow  Agent shall not be required to invest or reinvest  the Escrowed
Income or pay interest if such amount to be invested or  reinvested is less than
$25,000.  Upon  delivery of any Shares  pursuant to this Escrow  Agreement,  the
recipient thereof shall also receive a portion of the Escrowed Income determined
by multiplying the then existing  Escrowed Income by a fraction the numerator of
which equals the number of such Shares  delivered and the  denominator  of which
equals the total of all Shares then held in the Escrowed Fund.


                                        2


     1.03  Sellers and Buyer and the Escrow  Agent  agree that the Escrow  Agent
will hold the Escrowed  Fund in its  possession,  under the  provisions  of this
Escrow Agreement, until authorized hereunder to deliver the Escrowed Fund or any
specified  portion  thereof as follows:  

     (a) In the event  that,  and from time to time on or prior to June 30, 2000
(the "Last Claim Date"),  Buyer reasonably  determines that a Claim is or may be
chargeable  against the Escrowed Fund, Buyer will promptly deliver to the Escrow
Agent and Sellers in writing a notice of Claim (each a "Claim  Notice"),  in the
form of Exhibit B hereto,  identifying  such Claim with  reasonable  specificity
based on the  information  then available to Buyer,  and stating the amount or a
reasonably estimated amount thereof and the manner in which such amount is to be
delivered  to Buyer and  referencing  the Section of the  Acquisition  Agreement
pursuant to which the Claim is being made.  Promptly  upon receipt by the Escrow
Agent of a Claim Notice,  the Escrow Agent shall send a copy to Sellers thereof,
and unless the Escrow Agent  receives  notice from Sellers  disputing such Claim
Notice (a "Dispute Notice") pursuant to Section 1.03(c) hereof within the thirty
day period following the giving by the Escrow Agent of such notice (which period
shall  exclude  the day Escrow  Agent  sends  notice to Sellers  but include the
thirtieth day) (the "Thirty Day Notice  Period"),  the Escrow Agent will release
and  deliver to Buyer that  portion  of the  Escrowed  Fund equal to a number of
shares of Class A Stock from the Escrowed Fund determined by dividing the amount
of the Claim by the Closing Stock Price (as defined  below),  or if there are no
remaining  shares of Class A Stock in the  Escrowed  Fund, a number of shares of
Preferred  Stock  determined by dividing the amount of the Claim by $1,000.  The
term "Closing Stock


                                        3

Price"  shall  mean the  average of the  closing  prices of the Class A Stock as
reported on the American  Stock  Exchange for the five Ampex  trading day period
ending  on the  second  Ampex  trading  day  before  the date of  determination.
Provided that the Escrow Agent shall have no responsibility  for determining the
Closing  Stock  Price and may rely  exclusively  upon Ampex and Sellers for such
determination.

     (b)  Notwithstanding  anything to the contrary herein, none of the Escrowed
Fund will be released and delivered to Buyer pursuant to any Claim Notice except
to the extent that the aggregate amount of all Claims exceeds the sum of $50,000
(the "Basket Amount"), and then only to the extent of such excess.

     (c) Sellers will have the right to reasonably dispute the asserted Claim by
delivering to the Escrow Agent,  within the Thirty Day Notice Period,  a Dispute
Notice. Each Dispute Notice shall describe with reasonable  specificity based on
the information then available to Sellers,  the basis of Sellers' dispute.  Upon
receipt of a Dispute Notice from Sellers,  the Escrow Agent shall set aside in a
separate fund (the "Disputed  Fund") the Shares which it would have delivered to
Buyer had such notice from  Sellers not been  received.  The Escrow  Agent shall
distribute  the Shares held in the Disputed  Fund only upon  delivery of, and in
accordance  with,  written notice signed jointly by Sellers and Buyer  providing
instructions therein.

     (d) Sellers and Buyer hereby agree that,  unless and until otherwise agreed
to by Sellers and Buyer,  upon obtaining a Final  Determination  (as hereinafter
defined)  with  respect to any dispute  concerning  Shares held in the  Disputed
Fund,  Sellers and Buyer shall  promptly  deliver  joint  written  notice to the
Escrow Agent instructing the Escrow Agent to


                                        4

release such Shares in accordance  with the terms of said Final  Determination a
copy  of  the  Final   Determination  and  an  Opinion  of  Counsel   reasonably
satisfactory  to Escrow  Agent to the  effect  that such  order is in effect and
meets the definition of "Final Determination" contained herein that Escrow Agent
may  conclusively  rely upon it.  The term  "Final  Determination"  shall mean a
settlement between Buyer and Sellers, entry of a final order, decree or judgment
by a court of competent  jurisdiction  in the United States of America (the time
for appeal  therefrom  having expired and no appeal having been  perfected),  or
consent to entry of any judgment  concerning a Claim. If, in accordance with the
terms of the Final  Determination  any Shares to be released  from the  Disputed
Fund are not to be delivered to Buyer,  Sellers and Buyer shall deliver  written
notice to the Escrow Agent  instructing the Escrow Agent to cause such Shares to
be held in the  Escrowed  Fund until  released  pursuant to this  Section  1.03;
provided, however, that, at the time of such release of Shares from the Disputed
Fund  which are not to be  delivered  to Buyer,  if there  are  outstanding  any
Claims, made in a timely manner hereunder, which are not secured by the Disputed
Fund,  the joint written  notice of Sellers and Buyer shall  instruct the Escrow
Agent to retain Shares in the Escrowed Fund necessary to secure such outstanding
Claim.  In the event that either  party  shall  refuse to deliver  such  written
notice to the Escrow Agent within  fifteen days following the receipt of a final
order,  decree or judgment by a court of  competent  jurisdiction  in the United
States of  America,  the Escrow  Agent  shall be entitled to act on the basis of
such final order, decree or judgment duly authenticated by such court.

     (e) If the Shares  necessary to satisfy any disputed  Claim,  that has been
ultimately  determined  pursuant to a Final  Determination  in the manner herein
provided, is in


                                        5


excess of the Shares held in the Disputed Fund with respect thereto,  additional
Shares necessary to satisfy such Claim shall be delivered from the Escrowed Fund
to Buyer.  However, in the absence of sufficient Shares in the Escrowed Fund, no
additional  Shares  shall be paid by Sellers to Buyer and Escrow Agent will have
no further duty with respect to such Claim.

     (f) On  September  30, 1998 (or such later date as the Escrow  Agent may be
notified in writing of), the Escrow Agent shall release and deliver to Sellers a
number of shares of Class A Stock  equal to  one-half  of the  shares  issued to
Sellers pursuant to Section 1(a) of the Acquisition Agreement (360,000 shares of
720,000 shares issued)  reduced by (i) the number of shares of Class A Stock, if
any,  theretofore  released to Buyer in  satisfaction of any Claim in accordance
with this Agreement and (ii) the number of shares of Class A Stock, if any, then
held in the Disputed Fund. On March 31, 1999, the Escrow Agent shall release and
deliver to Sellers all shares of Preferred  Stock then held in the Escrowed Fund
(except for shares of Preferred  Stock, if any, then held in the Disputed Fund).
Shares  released and delivered to Sellers shall  thereafter no longer be subject
to any claims by Buyer.  Any Shares  from the  Disputed  Fund not  released  and
delivered  to Buyer  after the Final  Determination  pursuant  thereto  shall be
released and delivered to Sellers on the Last Claim Date.

     (g) On the Last Claim Date,  the Escrow Agent shall  deliver to Sellers the
Shares  remaining in the  Escrowed  Fund,  except for such  amounts  relating to
Claims with  respect to which Buyer has given  notice to the Escrow Agent and to
Sellers as  provided  in  Section  1.03(a)  hereof  and any  Shares  held in the
Disputed Fund. With respect to any


                                        6

Claims that are not resolved as of the Last Claim Date,  the  provisions of this
Escrow  Agreement  shall continue in full force and effect and govern the rights
of the parties with  respect to all such Claims,  except that on the date of any
Final Determination  regarding Claims for which amounts are held in the Disputed
Fund,  to the extent  that any dispute is resolved in favor of Buyer as provided
in Article II hereof,  the Shares held in the Disputed Fund shall be distributed
to Buyer and to the extent  that any  dispute is resolved in favor of Sellers as
provided  in Article II hereof,  the Shares held in the  Disputed  Fund shall be
distributed  to Sellers.  If after the Final  Determination  of all Claims,  any
amounts remain in the Escrowed Fund or in the Disputed  Fund,  such Shares shall
be distributed to Sellers as soon thereafter as practicable.

     1.04 This Escrow Agreement shall remain in full force and effect until, and
shall  terminate  upon,  the release of all amounts  held in the  Escrowed  Fund
pursuant to Section  1.03 hereof.  

     1.05  Shares  held in the  Escrowed  Fund may be  voted  by the  registered
holders thereof until delivered to Buyer pursuant to this Escrow Agreement.

     1.06  Buyer and  Parent  agree that at any time and from time to time after
the  second  anniversary  of the  Closing,  Sellers  may,  upon not less than 10
business days' written notice to the Escrow Agent and Buyer,  substitute for the
Shares then held in the  Escrowed  Fund,  including  any Shares in the  Disputed
Fund,  collateral of a type constituting  permissible  investments under Section
1.02  hereof.  Any such  collateral  shall have an aggregate  principal  amount,
valued at the lower of cost or market price on the business  day  preceding  the
date of  substitution,  of not less than the total of the  Closing  Stock  Price
multiplied by the number of


                                        7

Shares being  withdrawn by Sellers.  All questions  concerning  the valuation of
substitute   collateral,   and  the  form  and  methods  of  effectuating   such
substitution shall be determined in the reasonable judgment of Buyer.

II.      SETTLEMENT OF DISPUTES.

     Any  dispute  which may arise with  respect to the  Escrowed  Fund shall be
settled  either by mutual  agreement  of the  parties  concerned  (evidenced  by
appropriate  instructions  in writing to the Escrow  Agent signed by the parties
concerned)  or by entry  of a final  order,  decree  or  judgment  by a court of
competent  jurisdiction  in the United  States of  America  (the time for appeal
therefrom  having expired and no appeal having been  perfected).  Subject to the
provisions of Section 4.07 hereof,  Sellers,  on the one hand, and Buyer, on the
other  hand,  shall  each bear all of the fees and  expenses  incurred  by it in
resolving any dispute  arising under this  Agreement.  The Escrow Agent shall be
under no duty to institute or defend any such  proceedings and none of the costs
and expenses of any such proceeding shall be borne by the Escrow Agent. Prior to
the  settlement  of any dispute as provided in this Article II, the Escrow Agent
is authorized  and directed to retain in its  possession,  without  liability to
anyone, such portion of the Escrowed Fund, including the Disputed Fund, which is
the subject of or involved in the dispute.  

III.  CONCERNING  THE ESCROW  AGENT.
3.01 The Escrow  Agent  shall be  entitled to  reasonable  compensation  for its
services  hereunder  and  shall  be  reimbursed  for  all  reasonable  expenses,
disbursements and advances (including  reasonable  attorneys' fees and expenses)
incurred or made by it in performance of its duties hereunder. Buyer and Sellers
shall each pay one-half of all such reasonable


                                        8

compensation,  disbursements,  expenses and advances, which, until so paid, will
constitute,  along with any amounts due under Section 3.04 hereof,  a first lien
against the Escrowed Fund.

     3.02 The  Escrow  Agent  may  resign  and be  discharged  from  its  duties
hereunder at any time by giving notice of such  resignation to Sellers and Buyer
specifying  a date (not less than 30 days after the giving of such  notice) when
such  resignation  shall take effect.  Promptly  after such notice,  Sellers and
Buyer shall appoint a successor escrow agent,  such successor escrow agent to be
the Escrow Agent hereunder upon the  resignation  date specified in such notice.
If Sellers and Buyer are unable to agree upon a successor escrow agent within 30
days after such notice, the Escrow Agent shall be entitled to either appoint its
successor or, at the joint and several expense of Sellers,  on the one hand, and
Buyer,  on the other  hand,  petition  any court of  competent  jurisdiction  to
appoint  its  successor.  The Escrow  Agent  shall  continue  to serve until its
successor  accepts the escrow and receives the Escrowed Fund.  Sellers and Buyer
may agree at any time to substitute a new escrow agent by giving 15 days' notice
thereof to the Escrow  Agent then  acting.  The Escrow  Agent and any  successor
thereto  appointed  hereunder  shall be a bank or trust  company  located in New
York,  New  York  which  has  a  combined   capital  and  surplus  of  at  least
$100,000,000.

     3.03 The  Escrow  Agent  undertakes  to  perform  only  such  duties as are
specifically  set forth herein,  and  specifically  with respect to Section 1.02
hereof shall have no responsibility thereunder other than to invest the Escrowed
Fund held hereunder in the amounts and as specified in the instructions provided
for therein.  The Escrow Agent,  acting or refraining from acting in good faith,
shall not be liable for any mistake of fact or error of


                                        9

judgment by it or for any acts or omissions  by it of any kind unless  caused by
willful misconduct or gross negligence, and shall be entitled to rely, and shall
be fully protected in doing so, upon (i) any written notice, instrument or other
document  provided for herein or  signature  believed by it to be genuine and to
have been signed or presented by the proper party or parties duly  authorized to
do so, and (ii) the advice of counsel  (which may be of the Escrow  Agent's  own
choosing,  but shall not be counsel to any other party hereto). The Escrow Agent
shall  not be  liable  either  for  any  lost  interest  on the  Escrowed  Fund,
including,  but not  limited  to, any loss  which  results  from the  failure of
Sellers to provide adequate  instruction  pursuant to Section 1.02 hereof or for
any loss  incurred  in  connection  with the  investment  of the  Escrowed  Fund
pursuant  to  instruction  of Seller or, as  provided  in Section  1.02  hereof,
changes in investments which are necessary to make distributions of the Escrowed
Fund.

IV.      MISCELLANEOUS

     4.01 This Agreement  will be binding upon,  inure to the benefit of, and be
enforceable by the  respective  beneficiaries,  representatives,  successors and
permitted  assigns of the parties hereto,  but neither this Agreement nor any of
the rights,  interests or obligations  hereunder shall be assigned by any of the
parties  hereto without the prior written  consent of the other parties,  except
with respect to the Escrow Agent as provided in Article III hereof.

     4.02 This Agreement  contains the entire  understanding of the parties with
respect to the  subject  matter  hereof,  and may be  amended  only by a written
instrument duly executed by Sellers, Buyer and the Escrow Agent.


                                       10

     4.03 All  notices,  claims,  requests,  demands  and  other  communications
hereunder shall be in writing and shall be given as follows:

     If to Buyer or Parent:

                  Ampex Corporation
                  500 Broadway
                  Redwood City, California 94063

                  Attention:  General Counsel

         Copy to:

                  Battle Fowler LLP
                  75 East 55 Street
                  New York, New York 10022

                  Attention:  David D. Griffin, Esq.

         If to Sellers:

                  Kibel, Green Inc.
                  2001 Wilshire Boulevard, Suite 420
                  Santa Monica, California 90403

                  Attention:  Adam Michelin

         Copy to:

                  Troop Meisinger Steuber & Pasich, LLP
                  10940 Wilshire Boulevard
                  Los Angeles, California  90024
                  Telecopier No. (310) 443-8569

                  Attention: Scott Alderton, Esq.

         If to the Escrow Agent:

                  IBJ Schroder Bank & Trust Company
                  One State Street Plaza - 11th Floor
                  New York, NY 10004
                  Attention:  Corporate Trust & Agencies Dept.



                                       11

or to such other  address as the  persons to whom notice is to be given may have
previously  furnished  to the others in  writing in the manner set forth  below,
provided  that  notices  of changes of  address  shall  only be  effective  upon
receipt.  A notice given in  accordance  with the  preceding  sentence  shall be
deemed to have been duly given if  delivered or mailed  registered  or certified
mail,  postage prepaid,  return receipt requested or if personally  delivered on
the date of receipt  or refusal  indicated  on the  return  receipt.  Any notice
delivered  by Sellers  or Buyer to the Escrow  Agent  pursuant  hereto  shall be
executed by the President, any Vice President, the Treasurer, the Secretary, any
Assistant  Treasurer or any Assistant  Secretary of said party.  Sellers, on the
one hand,  and Buyer,  on the other hand,  shall be  obligated to deliver to the
other  party a copy of each  notice  delivered  to the  Escrow  Agent  hereunder
concurrently  with the delivery of such notice to the Escrow  Agent.  The Escrow
Agent shall be  required to give each of Sellers and Buyer at least  forty-eight
hours written notice prior to the release of any portion of the Escrowed Fund to
any party hereunder.

     4.04 Adam Michelin is hereby  appointed the agent (the "Sellers  Agent") of
the Sellers for the  purposes of  receiving  all  notices,  giving all  notices,
giving all approvals and doing all other things and  exercising all other rights
of the Sellers hereunder. If at any time while this Escrow Agreement is still in
effect,  the Sellers Agent (including any successor thereto) should cease to act
as Sellers  Agent for any reason,  then the  substitute  agent (the  "Substitute
Sellers Agent") named herein shall immediately become the Sellers' Agent without
further  action by the  Sellers  and the Sellers  shall  promptly  appoint a new
Substitute  Sellers Agent by an instrument in writing delivered to Buyer and the
Escrow Agent. Joseph


                                       12

E. Ferguson is hereby appointed the initial Substitute  Sellers' Agent.  Sellers
and the Escrow Agent may continue to deal with said Sellers  Agent until Sellers
have  received  notice  that he has  ceased  so to act and that  the  Substitute
Sellers  Agent is then  acting.  Buyer and the Escrow Agent are entitled to rely
upon any agreement, certificate or other notice from the Sellers' Agent as being
binding upon the Sellers.

     4.05 This  Agreement  shall be governed by, and  construed  and enforced in
accordance  with,  the laws of the  State of New  York,  without  regard  to its
conflicts of law rules.

     4.06  This  Agreement  may  be  executed  simultaneously  in  one  or  more
counterparts,  each of  which  shall  be  deemed  an  original  but all of which
together shall constitute one and the same instrument.

     4.07 Article headings  contained herein are for reference purposes only and
shall not in any way affect the meaning or interpretation of this Agreement.

     4.08 The Escrow Agreement Terms and Conditions attached hereto as Exhibit A
are expressly made a part hereof.

                                  [END OF TEXT]



                                       13


     IN WITNESS  WHEREOF,  this  Escrow  Agreement  has been duly  executed  and
delivered by and on behalf of Sellers, Buyer, Parent and the Escrow Agent on the
date first above written. 

                                   AMPEX HOLDINGS CORPORATION

                                   By:  /s/ Craig L. McKibben 
                                   Title:    Vice President

                                   AMPEX CORPORATION

                                   By:  /s/ Craig L. McKibben 
                                   Title:      Vice President 


                                   SELLERS:

                                   /s/ Jason Barzilary                
                                   Name:  Jason Barzilary


                                   /s/ Beny Alagem                   
                                   Name:  Beny Alagem


                                   /s/ Alex Sandel                    
                                   Name:  Alex Sandel


                                   /s/ Sara Sandel                   
                                   Name:  Sara Sandel


                                   CHLOE HOLDINGS, INC., a California 
                                        corporation

                                   By: /s/ Diana Maranon
                                       Diana Maranon
                                       President



                                       14


                                   KLINE HAWKES MICRONET PARTNERS LLC,
                                   a Delaware limited liability company


                                   By:      Kline Hawkes Management SBIC, L.P.

                                            By:      Kline Hawkes Management 
                                                     SBIC, Inc., its general
                                                              partner



                                                     By:/s/Joseph E. Ferguson
                                                     Name:  Joseph E. Ferguson
                                                     Title: Partner

                                            IBJ SCHRODER BANK & TRUST COMPANY
                                            as Escrow Agent

                                            By:/s/Terence Rawlins      
                                            Title: Terence Rawlins     
                                            Assistant Vice President




                                    Exhibit A

                                ESCROW AGREEMENT
                              TERMS AND CONDITIONS

These  following Terms and Conditions are  incorporated  into and form a part of
the Escrow Agreement to which this Exhibit A is attached, as entered into by and
among IBJ Schroeder Bank & Trust Company, a banking corporation  organized under
the  laws  of the  State  of New  York  (the  "Escrow  Agent"),  Ampex  Holdings
Corporation,  a Delaware corporation  ("Buyer"),  Ampex Corporation,  a Delaware
corporation  ("Parent"  and,  together  with  Buyer,  "Ampex"),  and each of the
selling shareholders named in the Escrow Agreement ("Sellers").

A.   It is understood  and agreed that the duties of the Escrow Agent are purely
     ministerial in nature. It is further agreed that:

     (a) the Escrow Agent shall not be responsible  for the performance of Ampex
or Sellers under this Escrow Agreement or any other agreement;

     (b) the Escrow Agent may conclusively rely and shall be protected in acting
or  refraining   from  acting  upon  any  document,   instrument,   certificate,
instruction  or signature  believed by it to be genuine and may assume and shall
be  protected  in  assuming  that any  person  purporting  to give any notice or
instructions in accordance with this Escrow  Agreement or in connection with any
transaction to which this Escrow  Agreement  relates has been duly authorized to
do so. The Escrow  Agent  shall not be  obligated  to make any inquiry as to the
authority,  capacity,  existence  or identity of any person  purporting  to have
executed  any such  document or  instrument  or have made any such  signature or
purporting to give any such notice or instructions;

     (c) in the  event  any  party  to this  agreement  instructs  the  Agent to
disburse  funds from the Escrow to any party other than Ampex or Sellers (i) the
Agent shall  disburse such funds by mailing a check to such party at the address
set forth in the  instruction;  or (ii) if the Agent is  instructed  to transfer
funds from the Escrow to any bank for the account of any other party, the Escrow
Agent  may  refuse  to  comply  unless  the  Escrow  Agent  can  verify  to  its
satisfaction  that the instruction is authentic and correct or the party issuing
the instruction has previously agreed to other appropriate  security  procedures
relating thereto;

     (d) the  Escrow  Agent  undertakes  to  perform  only  such  duties  as are
expressly set forth in the Escrow Agreement and shall not be bound in any way by
any  agreement  between  Ampex and Sellers  (whether or not the Escrow Agent has
knowledge  thereof);  (e)the Escrow Agent shall not assume any responsibility or
liability for the completeness, correctness or accuracy of the Escrow or for any
transactions between Ampex and Sellers.

B.   Ampex and  Sellers  jointly and  severally  agree to  indemnify  the Escrow
     Agent,  its  directors,  officers,  agents and employees and any person who
     "controls"  the  Escrow  Agent  within  the  meaning  of  Section 15 of the
     Securities Act of 1933, as



     amended  (collectively the "Indemnified  Parties")  against,  and hold them
     harmless  from,  any and all loss,  liability,  cost,  damage and  expense,
     including,  without  limitation,  costs  of  investigation  and  reasonable
     counsel fees and expenses,  which any of the Indemnified Parties may suffer
     or incur by reason of any action,  Claim or proceeding  brought against any
     of the Indemnified  Parties,  arising out of or relating in any way to this
     Escrow Agreement or any transaction to which this Escrow Agreement relates,
     other  than  any  action,  Claim or  proceeding  resulting  from the  gross
     negligence or willful  misconduct of such Indemnified Party. The provisions
     of this paragraph shall survive the termination of this Escrow Agreement.

C.   This Escrow  Agreement may be altered,  amended or terminated only with the
     written  consent of Ampex,  Sellers and the Escrow Agent.  Should Ampex and
     Sellers  attempt to change this Escrow  Agreement in a manner which, in the
     Escrow Agent's sole opinion, is undesirable, the Escrow Agent may resign as
     Escrow  Agent  upon  two  weeks'  written  notice  to  Ampex  and  Sellers;
     otherwise,  notwithstanding  any provision  hereof to the contrary,  it may
     resign as Escrow  Agent at any time upon 60 days'  written  notice to Ampex
     and Sellers.

     In the case of the Escrow  Agent's  resignation,  its only duty shall be to
     hold and dispose of the Escrow in accordance  with the original  provisions
     of this Escrow  Agreement until a successor Escrow Agent shall be appointed
     by Ampex and Sellers  and a written  notice of the name and address of such
     successor  escrow  agent  shall be given to the  Escrow  Agent by Ampex and
     Sellers,  whereupon the Escrow  Agent's only duty shall be to turn over, in
     accordance  with the  written  instructions  of Ampex and  Sellers,  to the
     successor  escrow  agent the Escrow.  In the event that a successor  escrow
     agent  shall not have been  appointed  and the Escrow  Agent shall not have
     turned  over to the  successor  escrow  agent the  Escrow  within  the time
     periods   specified   above,  of  the  Escrow  Agent's  written  notice  of
     resignation,  as the case may be, the Escrow  Agent may  deposit the Escrow
     with  the  Clerk of the  United  States  District  Court  for the  Southern
     District  of New York or with the clerk or  registry  of any other court of
     competent  jurisdiction,  at which time the Escrow Agent's duties hereunder
     shall terminate.

D.   The Escrow  Agent  shall be entitled  to an  acceptance  fee of $1,500 upon
     execution of this Escrow  Agreement.  In  addition,  the Escrow Agent shall
     receive a fee of $3,500 per year,  or part thereof  (payable in advance) as
     well as reasonable  expenses incurred in connection with the preparation or
     performance  of this  Escrow  Agreement,  including,  but not  limited  to,
     reasonable counsel fees.

E.   This Escrow  Agreement  shall be binding upon the parties  hereto and their
     respective successors and assigns;  provided,  however, that any assignment
     or


     transfer  by any party of its rights  under this Escrow  Agreement  or with
     respect to the Escrow shall be void as against the Escrow Agent unless:

     1. written notice thereof shall be given to the Escrow Agent; and

     2. the Escrow Agent shall have  consented,  in writing,  to such assignment
        or transfer.








                                                    SCHEDULE A


Upon receipt of disbursement  instructions from Ampex directing the Escrow Agent
to release  Shares or disburse  amounts from the Escrow Funds,  the Escrow Agent
will  confirm  the  instructions  set  forth  in  such  notice  with  one of the
authorized   individual(s)  listed  below  at  an  authorized  telephone  number
appearing opposite such individual's name:


         Authorized Individual(s)     Authorized Telephone
         of the Ampex                         Numbers(s)               

         Edward J. Bramson               212-759-6301

         Craig L. McKibben               212-759-6301

         David D. Griffin                212-856-7076






                                                    SCHEDULE B



Upon receipt of disbursement  instructions from the Sellers directing the Escrow
Agent to release  Shares or disburse  amounts from the Escrow Funds,  the Escrow
Agent will  confirm  the  instructions  set forth in such notice with one of the
authorized   individual(s)  listed  below  at  an  authorized  telephone  number
appearing opposite such individual's name:


         Authorized Individual(s)     Authorized Telephone
         of the Sellers                    Numbers(s)       

         Adam Michelin                310-829-0255

         Scott Alderton, Esq.         310-443-7569





                                    Exhibit B

                              FORM OF CLAIM NOTICE


To:  IBJ  Schroder  Bank & Trust  Company,  as Escrow  Agent  pursuant to Escrow
     Agreement,  dated July 15, 1998, by and between Ampex Holdings Corporation,
     Ampex Corporation and each of the shareholders named therein.

From: Ampex Holdings Corporation

CC:  [Seller's Agent]

Re:  Claim Against Escrow Fund

         Amount of
         Claim:   $ ____________

         Basis for
         Claim:   ______________

         Additional
         Description of
         Circumstances
         giving rise
         to Claim:         ______________
FF2/110754_1


