ESCROW AGREEMENT



                  ESCROW AGREEMENT, dated as of __________ __, 2000 (this

"AGREEMENT"), by and among Metromedia Fiber Network, Inc., a Delaware

corporation (the "PARENT"), Mark Spagnolo, appointed by the Company Stockholders

as their representative for all purposes under this Agreement (the "ESCROW

REPRESENTATIVE"), and _____________, as escrow agent (the "ESCROW AGENT").



                  WHEREAS, concurrently with the execution and delivery of this

Agreement and pursuant to an Agreement and Plan of Merger, dated as of October

9, 2000 (the "MERGER AGREEMENT"; capitalized terms not defined herein shall have

the meanings ascribed to them in the Merger Agreement) by and among the Parent,

SiteSmith, Inc., a Delaware corporation (the "COMPANY"), and Aqueduct

Acquisition Corp., a Delaware corporation ("MERGER Sub"), Merger Sub will be

merged with and into the Company and each share of Company Common Stock owned by

the Company Stockholders immediately prior to the Effective Time will be

converted into that number of shares of Parent Common Stock as is determined in

accordance with the Merger Agreement; and



                  WHEREAS, the Merger Agreement provides that (i) the Parent,

the Escrow Representative and the Escrow Agent will enter into this Agreement,

(ii) the Parent will withhold a portion of the shares (the "ESCROW SHARES") of

Parent Common Stock that would otherwise be issued to the Company Stockholders

on the date hereof pursuant to the Merger Agreement, (iii) the Parent will

deliver certificates representing the Escrow Shares to the Escrow Agent, and

(iv) the Company Stockholders will deliver to the Escrow Agent executed stock

transfer powers related to the Escrow Shares.



                  NOW, THEREFORE, the Parent, the Escrow Representative and the

Escrow Agent hereby agree as follows:



                  1.       APPOINTMENT OF THE ESCROW AGENT; DEPOSIT OF ESCROW

SHARES. The Escrow Representative and the Parent hereby constitute and appoint

the Escrow Agent as, and the Escrow Agent hereby agrees to assume and perform

the duties of, the escrow agent under and pursuant to this Agreement. The Escrow

Agent acknowledges receipt of (i) an executed copy of the Merger Agreement and

this Agreement, (ii) certificates from the Parent representing the number of

Escrow Shares set forth opposite each Company Stockholder's name on SCHEDULE 1

hereto, and (iii) duly executed stock transfer powers relating to the Escrow

Shares from each Company Stockholder,.



                  2.       HOLDING OF THE ESCROW SHARES. The Escrow Agent shall

hold each Company Stockholder's Escrow Shares in escrow in the separate account

maintained for the benefit of such Company Stockholder and Parent. The Escrow

Shares shall not be subject to lien or attachment by any creditor of any party

hereto or the Company Stockholders and shall be used solely for the purpose set

forth in this Agreement. The Escrow Shares or any proceeds thereof shall not be

available to, and shall not be used by,



{PAGE}



the Escrow Agent to set off any obligations of any of the Company Stockholders,

the Escrow Representative or the Parent owing to the Escrow Agent in any

capacity.



                  3.       DIVIDENDS AND OTHER DISTRIBUTIONS. Except for

tax-free distributions paid in stock declared with respect to the Escrow Shares

pursuant to Section 305(a) of the Code, the Escrow Agent shall, upon receipt

thereof, promptly distribute to each Company Stockholder any dividends or other

distributions of any kind made in respect of any Company Stockholder's Escrow

Shares. In the event that the Escrow Shares are exchanged for any other

securities and/or cash or other property by reason of a merger, consolidation,

recapitalization, reorganization or similar corporate transaction, such

securities and/or cash or other property shall be substituted for the Escrow

Shares for purposes of this Agreement, and the Parent and the Escrow

Representative shall agree to such equitable adjustments in the provisions of

this Agreement as may be necessary to give effect to this sentence.



                  4.       VOTING. Prior to the later of (i) the first

anniversary of the Closing Date (the "TERMINATION DATE"), or (ii) the time at

which all Escrow Shares have been distributed to the Company Stockholders

pursuant to this Agreement, each Company Stockholder will have voting rights

with respect to his, her or its Escrow Shares, and the Parent shall take

commercially reasonable steps to cooperate with the exercise of such rights.

While the Escrow Shares remain in the Escrow Agent's possession pursuant to this

Agreement, the Company Stockholders shall retain and be able to exercise all

other incidents of ownership of the Escrow Shares which are not inconsistent

with the terms and conditions of this Agreement and the Merger Agreement.



                  5.       CLAIMS FOR INDEMNITY.



                           (a)      Concurrently with the delivery of an

Indemnity Notice under the Merger Agreement, the Parent will deliver to the

Escrow Agent a certificate in substantially the form of ANNEX I attached hereto

(a "CERTIFICATE OF INSTRUCTION"). No Certificate of Instruction may be delivered

by the Parent after the close of business on the business day immediately

preceding the Termination Date. The Escrow Agent shall give written notice to

the Escrow Representative of its receipt of a Certificate of Instruction not

later than the fifth business day following receipt thereof, together with a

copy of such Certificate of Instruction.



                           (b)      If the Escrow Agent (i) shall not, within

thirty (30) calendar days following its receipt of a Certificate of Instruction

(the "OBJECTION PERIOD"), have received from the Escrow Representative a

certificate in substantially the form of ANNEX II attached hereto (an "OBJECTION

CERTIFICATE") disputing the Company Stockholders' obligation to pay the Owed

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