ESCROW AGREEMENT

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This  Escrow  Agreement  is  entered  into as of  August 3,  2000,  by and among

GlobalMedia.com,  a Nevada corporation (the "Buyer"), Magnitude Network, Inc., a

Delaware corporation (the "Company";  together with Buyer, "Interested Parties")

and State Street Bank and Trust Company (the "Escrow Agent").



WHEREAS, the Buyer and the Company have entered into an Asset Purchase Agreement

     dated  August 3, 2000 (the  "Purchase  Agreement"),  pursuant  to which the

     Buyer  will  purchase  certain  of the  assets  and  assume  certain of the

     liabilities of the Company (the "Acquisition");



WHEREAS,  the  Purchase  Agreement  provides  that  an  escrow  account  will be

     established to secure the indemnification obligations of the Company to the

     Buyer; and



WHEREAS,  the  parties  hereto  desire to  establish  the  terms and  conditions

     pursuant to which such escrow account will be established and maintained;



NOW, THEREFORE, the parties hereto hereby agree as follows:



     1. CONSENT OF COMPANY  STOCKHOLDERS.  The Company has consented to: (a) the

establishment of this escrow to secure the Company's indemnification obligations

under Section 8 of the Purchase  Agreement in the manner set forth  herein,  and

(b) all of the other terms, conditions and limitations in this Escrow Agreement.



     2. ESCROW AND INDEMNIFICATION.



     (a) ESCROW OF SHARES.  Simultaneously  with the  execution  of this  Escrow

Agreement,  the Buyer shall  deposit  with the Escrow  Agent a  certificate  for

416,486 shares of common stock of the Buyer (the "Escrow Shares"), as determined

pursuant to Section 1.5(a) of the Purchase Agreement,  issued in the name of the

Escrow Agent or its nominee.  The Escrow  Agent hereby  acknowledges  receipt of

such  stock  certificate.  The Escrow  Shares  shall be held as a trust fund and

shall not be  subject  to any lien,  attachment,  trustee  process  or any other

judicial process of any creditor of any party hereto. The Escrow Agent agrees to

hold the Escrow Shares in an escrow account (the "Escrow  Account"),  subject to

the terms and conditions of this Escrow Agreement.



     (b)  INDEMNIFICATION.  The Company has agreed in Section 8 of the  Purchase

Agreement to indemnify  and hold  harmless the Buyer from and against  specified

Damages (as defined in Section 8.1 of the Purchase Agreement). The Escrow Shares

shall be security for such indemnity  obligation of the Company,  subject to the

limitations, and in the manner provided, in this Escrow Agreement.



     (c) DIVIDENDS, ETC. Any securities distributed in respect of or in exchange

for any of the Escrow Shares, whether by way of stock dividends, stock splits or

otherwise,  shall be issued in the name of the Escrow Agent or its nominee,  and

shall be delivered to the Escrow  Agent,  who shall hold such  securities in the

Escrow Account.  Such securities shall be considered  Escrow Shares for purposes

hereof.  Any cash dividends or property (other than  securities)  distributed in

respect of the Escrow Shares shall  promptly be  distributed by the Escrow Agent

to the  Company at the  address  in  Section 8 (or such other  address as may be

provided in writing to the Escrow Agent by the Company).

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     (d)  VOTING  OF  SHARES.  In  accordance  with  Section  6 of  this  Escrow

Agreement,  the Company shall have the right, in its sole discretion,  to direct

the Escrow Agent in writing as to the exercise of any voting  rights  pertaining

to the Escrow  Shares,  and the Escrow  Agent shall comply with any such written

instructions.  In the absence of such  instructions,  the Escrow Agent shall not

vote any of the Escrow  Shares.  The Company shall have no obligation to solicit

consents or proxies  from the  Company's  stockholders  for purposes of any such

vote.



     (e) TRANSFERABILITY.  Pursuant to Section 9 of the Purchase Agreement,  the

Company may sell,  transfer or otherwise  assign any or all of its right,  title

and interest in and to the Escrow Shares.  Notice of any such sale,  transfer or

assignment  shall be given to the Escrow Agent and the Buyer,  and no such sale,

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