ESCROW AGREEMENT



        THIS ESCROW AGREEMENT (the "Escrow Agreement") is entered into as of

September 13, 2000, by and among Packeteer, Inc., a Delaware corporation

("Packeteer"), Kevin O'Neill (the "Workfire Stockholder Agent") on behalf of

himself as the Workfire Stockholder Agent and the stockholders identified on

Attachment A (the "Workfire Stockholders"), and U.S. Bank Trust National

Association (the "Escrow Agent").



                                    RECITALS



        A. Packeteer, a Delaware corporation, Workfire Acquisition Corp., a

wholly owned subsidiary of Packeteer ("Merger Sub"), Workfire.com, a Nevada

corporation ("Holdings") and Workfire Technologies International, Inc., a Nevada

corporation ("Workfire"), have entered into that certain Agreement and Plan of

Merger and Reorganization dated as of July 13, 2000, as amended by that certain

Amendment No. 1 to Agreement and Plan of Merger and Reorganization dated

September 8, 2000 (as amended, the "Merger Agreement"), pursuant to which Merger

Sub is merging with and into Workfire and the Workfire Stockholders are

receiving shares of common stock of Packeteer.



        B. The Merger Agreement contemplates the establishment of an escrow

arrangement to secure the indemnification obligations of the Workfire

Stockholders under the Merger Agreement.



                                    AGREEMENT



        The parties, intending to be legally bound, agree as follows:



        1. DEFINED TERMS. Capitalized terms used in this Escrow Agreement and

not otherwise defined shall have the meanings given to them in the Merger

Agreement.



        2. ESCROW AND INDEMNIFICATION.



            (a) SHARES AND STOCK POWERS PLACED IN ESCROW. At the Closing: (i)

Packeteer shall issue such number of shares of Packeteer Stock determined by

Section 1.8 of the Merger Agreement, evidenced by one stock certificate of

Packeteer issued in the name of the Escrow Agent, evidencing the shares of

Packeteer Stock to be held in escrow in accordance with this Agreement. The

shares of Packeteer Stock being held in escrow pursuant to this Agreement (the

"Escrow Shares") shall constitute an escrow fund (the "Escrow Fund") with

respect to the indemnification obligations of the Workfire Stockholders under

the Merger Agreement. The Escrow Fund shall be held as a trust fund and shall

not be treated as the property of Packeteer nor subject to any lien, attachment,

trustee process or any other judicial process of any creditor of any Workfire

Stockholder or of any party hereto. The Escrow Agent agrees to accept delivery

of the Escrow Fund and to hold the Escrow Fund in an escrow account (the "Escrow

Account") subject to the terms and conditions of this Agreement.



            (b) VOTING OF ESCROW SHARES. The Escrow Agent shall agree to vote

the Escrow Shares as directed by the Workfire Stockholder Agent.





                                       1.

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            (c) DIVIDENDS, ETC. Any cash, securities or other property

distributable (whether by way of dividend, stock split or otherwise) in respect

of or in exchange for any Escrow Shares shall be held by the Escrow Agent in the

Escrow. At the time any Escrow Shares are required to be released from the

Escrow to any Person pursuant to this Escrow Agreement, any cash, securities or

other property previously distributed in respect of or in exchange for such

Escrow Shares shall be released from the Escrow to such Person.



            (d) TRANSFERABILITY. No transfer of any of interests in the Escrow

Shares by operation of law or otherwise shall be recognized or given effect

until Packeteer and the Escrow Agent shall have received written notice of such

transfer.



            (e) FRACTIONAL SHARES. No fractional shares of Packeteer Stock shall

be retained in or released from the Escrow pursuant to this Escrow Agreement. In

connection with any release of Escrow Shares from the Escrow, Packeteer and the

Escrow Agent shall be permitted to "round down" or to follow such other rounding

procedures as Packeteer or the Escrow Agent reasonably determines to be

appropriate in order to avoid retaining any fractional share in the Escrow and

in order to avoid releasing any fractional share from the Escrow.



        3. WORKFIRE STOCKHOLDER AGENT.



            (a) POWER OF ATTORNEY. Effective as of the Closing, Kevin O'Neill is

hereby appointed as agent and attorney-in-fact (the "Workfire Stockholder

Agent") for each Workfire Stockholder, for and on behalf of Workfire

Stockholders, to give and receive notices and communications, to authorize

delivery to Packeteer of shares of Packeteer Stock from the Escrow Fund in

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