NW_20030318_en_VASCO Signs Letter of Intent to Sell its Snareworks (VACMAN Enterprise) Business, Previously Put on Hold in 4th Quarter 2001

March 18, 2003

OAKBROOK TERRACE, Ill. and BRUSSELS, Belgium – March 18, 2003 – VASCO Data Security International, Inc. (Nasdaq: VDSI: www.vasco.com), a global provider of end-to-end security products that support e-business, today announced that it has signed a Letter of Intent to sell its VACMAN Enterprise business, originally known as Snareworks, to SecureD Services, Inc., a newly-organized security consulting and managed security services company. VASCO will continue to sell, support, maintain, and develop its VACMAN and Digipass strong user authentication.

In its Q3 2001 quarterly result communication (October 24 2001), VASCO announced, “…a substantial restructuring which will permit the Company to refocus its resources on its core business: strong authentication and digital signature, and secure Internet, corporate network and remote access…” As a result, the high-end Snareworks product line was deemed to not fit the Company’s new focus and was put in maintenance mode. VASCO concentrated its sales and R&D resources on new and existing Digipass products and the further development of the remaining VACMAN product line for strong authentication and digital signatures.

The Letter of Intent signed between VASCO and SecureD Services, provides that VASCO will receive $2 million of a class of Convertible Preferred Stock from SecureD Services and a share of the net profits of the business earned from existing customers over the three years subsequent to the sale date. The Preferred Stock will accrue a 6% cumulative dividend payable at maturity in 48 months or upon earlier redemption, and will be convertible at maturity based upon a formula conversion price. Closing of the transaction is contingent upon the satisfactory completion of due diligence and the execution of a definitive agreement, and is expected to occur in the second quarter of 2003.

According to VASCO, the transaction is being structured to ensure that all Snareworks customers will be fully supported during and after the transition to SecureD Services. “The acquisition of Snareworks by SecureD Services and the structure of the transaction will provide the funding and continuity that we have been seeking for the business,“ stated Ken Hunt, VASCO’s Chairman and CEO. Mr. Hunt is one of the founders and organizers of SecureD Services.

About VASCO:
VASCO designs, develops, markets and supports patented “Identity Authentication” products for e-business and e-commerce. VASCO’s Identity Authentication software is delivered via its Digipass security products, small “calculator” hardware devices carried by an end user, or in a software format on mobile phones, other portable devices, and PCs. For user access control, VASCO’s VACMAN products guarantee that only designated Digipass users get access to the application. VASCO’s target markets are the applications and their several hundred million users that utilize fixed passwords as security. VASCO’s time-based system generates a “one-time” password that changes with every use, and is virtually impossible to hack, or break. With 8 million Digipass products sold and shipped, VASCO has established itself as a world-leader for strong Identity Authentication with 200 international financial institutions, approximately 800 blue-chip corporations, and governments representing more than 50 countries.

Forward Looking Statement
Statements made in this news release that relate to future plans, events or performances are forward-looking statements. Any statement containing words such as “believes,” “anticipates,” “plans,” “expects,” and similar words, is forward-looking, and these statements involve risks and uncertainties and are based on current expectations. Consequently, actual results could differ materially from the expectations expressed in these forward-looking statements.

Reference is made to the Company's public filings with the US Securities and Exchange Commission for further information regarding the Company and its operations. More information is available at www.vasco.com.

For more information contact:
Media: Jochem Binst: +32 2 456 9810, [email protected]
Investor Relations: Tony Schor, President, Investor Awareness, Inc.: 847-945-2222, [email protected]