INTERLAND INC /MN/
ESCROW AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>interland8k83105ex101.txt
<DESCRIPTION>ESCROW AGREEMENT
<TEXT>
                                                                    EXHIBIT 10.1


                                                                  EXECUTION COPY

                                    EXHIBIT A

                                ESCROW AGREEMENT

     THIS ESCROW  AGREEMENT  (this  "Agreement")  is dated as of August 31, 2005
(the "Effective Date"), by and between INTERLAND, INC., a Minnesota corporation,
(the "Seller"),  Peer 1 Acquisition  Corporation,  a Delaware  corporation  (the
"Purchaser"),  and SunTrust  Bank,  solely in its capacity as Escrow Agent as is
set forth herein (the "Escrow Agent").  Capitalized  terms not otherwise defined
herein  shall  have the  respective  meanings  set forth in the  Asset  Purchase
Agreement (defined below).

                                 R E C I T A L S

     A.  WHEREAS,  concurrently  with  the  execution  of  this  Agreement,  the
Purchaser  will acquire  certain  assets of the Seller  pursuant to that certain
Asset Purchase Agreement (the "Asset Purchase Agreement") dated as of August 31,
2005 by and among the Seller and the Purchaser; and

     B. WHEREAS,  Section  1.3(a)(ii) of the Asset Purchase  Agreement  requires
that the  Purchaser  deposit with the Escrow Agent an amount equal to $2,800,000
(the "Escrow  Fund"),  to be held by Escrow Agent and distributed as provided in
this Agreement.

                                A G R E E M E N T

     NOW, THEREFORE,  in consideration of the premises set forth above and other
good and valuable  consideration,  the receipt of which is hereby  acknowledged,
the Purchaser, the Seller and the Escrow Agent agree as follows:

     1. Appointment of Escrow Agent.

     (a) The Escrow Agent is hereby  appointed  escrow agent in accordance  with
the  instructions  set forth in this  Agreement  and hereby agrees to act as the
Escrow  Agent  under  this  Agreement.  The Escrow  Agent  shall have no duty to
enforce any provision hereof requiring performance by any other party hereunder.

     (b)  Concurrently  with the execution  hereof,  the Purchaser shall deposit
with the Escrow  Agent an amount equal to the Escrow Fund in cash to be held and
distributed by Escrow Agent pursuant to the terms of this Agreement.  The Escrow
Agent hereby acknowledges receipt of the Escrow Fund.

     (c) The Escrow Agent shall not have any  interest in the Escrow  Fund,  but
shall serve as escrow holder only and have only custody thereof. The Escrow Fund
shall be maintained separately by, and shall be under the exclusive dominion and
control of the Escrow Agent.  The Escrow Agent expressly waives any right to set
off and appropriate any amounts in the Escrow Fund.



                                       1
<PAGE>

     2. Distribution of Escrow Fund.

     (a)  General.  The  Escrow  Fund  shall  be held by the  Escrow  Agent as a
non-exclusive  source of payment to the  Purchaser  for any amounts  owed by the
Seller to  Purchaser  Indemnified  Persons  pursuant to Section 7.1 of the Asset
Purchase  Agreement  ("Section  7.1  Claim").  The Escrow Fund shall be the sole
source of payment for any such amounts owed until such time as the entire Escrow
Fund has been  disbursed.  Thereafter,  claims may be made directly  against the
Seller to the extent permitted by Article 7 of the Asset Purchase Agreement.

     (b) Escrow Fund Payment Date. Within five (5) Business Days after the first
(1st)  anniversary  of the date hereof (the  "Escrow Fund  Payment  Date"),  the
Escrow Agent shall release to the Seller,  the balance of the Escrow Fund,  less
the  aggregate  amount of any claims to the  Escrow  Fund  evidenced  by pending
Purchaser  Notices  (defined below),  if any.  Following the Escrow Fund Payment
Date,  within five (5) Business  Days  following  Final  Resolution  (as defined
below) of any pending  Purchaser  Notice,  the Escrow Agent shall release to the
Seller all amounts that are ultimately determined not to be payable to Purchaser
on behalf of any  Purchaser  Indemnified  Persons  in  respect  of such  pending
Purchaser Notice.

     (c)  Claims/Disputes.   Notices  of  claims,   notices  of  disputes,   and
disbursements from the Escrow Fund shall be effected as follows:

          (i) Notice of Claim. If a Purchaser's Indemnified Person determines in
     good faith that it is  entitled to all or a portion of the Escrow Fund as a
     result  of one or more  Section  7.1  Claims  to  which it is  entitled  to
     indemnification  under  Article  7 of the  Asset  Purchase  Agreement,  the
     Purchaser  shall have the right to deliver  with  reasonable  promptness  a
     written notice to the Escrow Agent and the Seller (the "Purchaser  Notice")
     stating that the Purchaser,  on behalf of any Purchaser  Indemnified Person
     is entitled to all, or such  portion of, the Escrow  Fund,  as the case may
     be, setting forth the amount thereof and stating such claim with reasonable
     particularity  and with a  statement  in  reasonable  detail of the factual
     basis therefor.  Unless the Seller objects in writing to such  disbursement
     as provided  below,  which objection is received by the Escrow Agent within
     the Objection  Period (defined  below),  the Escrow Agent shall disburse to
     the  Purchaser  an amount equal to (A) if the Escrow Agent does not receive
     written  objection within the Objection  Period,  the amount claimed in the
     Purchaser  Notice,  (B) if the Escrow Agent receives written objection to a
     portion of the amount claimed in the Purchaser  Notice during the Objection
     Period,  the amount  that is  undisputed  in the  Purchaser  Notice and the
     amount  determined when the dispute is resolved in the manner  contemplated
     in  Section  9(i)  hereof  or (C)  if the  Escrow  Agent  receives  written
     objection to such  disbursement  during the Objection  Period in full, then
     the  amount   determined  when  the  dispute  is  resolved  in  the  manner
     contemplated in Section 9(i) hereof.

          (ii)  Notice  of  Dispute.  If the  Seller's  written  objection  (the
     "Objection  Notice") to the  disbursement of any portion of the Escrow Fund
     is received by the Escrow  Agent  within  fifteen (15) days from the Escrow
     Agent's  receipt of the Purchaser  Notice (the  "Objection  Period"),  then
     there  shall be no  disbursement  from the  Escrow  Fund  with  respect  to
     disputed  amounts  until  the  Escrow  Agent  receives  (i)  either a final


                                       2
<PAGE>

     nonappealable order of a court of competent jurisdiction directing delivery
     of the amount of the Escrow  Fund in  dispute  or the  written  arbitration
     award rendered as provided in Section 9.9 of the Asset  Purchase  Agreement
     directing  delivery  of the  amount of the  Escrow  Fund in dispute or (ii)
     written  instructions  jointly  executed  by the Seller  and the  Purchaser
     directing  delivery  of the  amount of the Escrow  Fund in dispute  ("Final
     Resolution"),  in which event the Escrow Agent shall  deliver the amount of
     the Escrow Fund in dispute in accordance  with such order or  instructions.
     Any court order  referred to in clause (i) above shall be  accompanied by a
     legal opinion by counsel for the presenting party  reasonably  satisfactory
     to the Escrow Agent to the effect that said order or determination is final
     and  nonappealable.  The Escrow Agent shall rely  conclusively  and without
     inquiry  and act on such  court  order and legal  opinion  without  further
     questions and shall have no duty to determine whether any arbitration award
     or court order is  authentic or conforms to the  requirements  of the Asset
     Purchase  Agreement.  The  Objection  Notice shall set forth in  reasonable
     detail the amount  disputed in the Purchaser  Notice and the Seller's basis
     therefor.

     (d) Disbursement Notices. The Escrow Agent shall promptly notify the Seller
and the Purchaser in writing of the occurrence  and amount of each  disbursement
of the Escrow Fund ("Disbursement Notice").

     3. Administration of Escrow.

     (a) So long as the Escrow Fund is held in escrow,  it shall be invested and
reinvested  by the  Escrow  Agent  solely in  Investments,  pursuant  to written
instructions  signed by the Purchaser and the Seller.  None of the Escrow Agent,
the  Purchaser,  or the  Seller  shall be  liable  or  responsible  for any loss
resulting from any investment or  reinvestment  made pursuant to this Section 3.
All  investments  of the Escrow Fund shall be held by, or registered in the name
of, the Escrow Agent or its nominee.

     As used herein "Investments" means:

          (i) direct  obligations  of, or obligations  fully  guaranteed by, the
     United  States of America or any agency  thereof with any  residual  amount
     being invested in the Federal Treasury Obligations Money Market Fund;

          (ii) any publicly  traded  money market fund,  such as the STI Classic
     U.S. Treasury Securities Money Market Fund; or

          (iii)  certificates  of deposit whether  negotiable or  nonnegotiable,
     issued  by  any  bank,  trust  company  or  national  banking  association,
     including the Escrow  Agent,  provided  that such  certificates  of deposit
     shall be fully insured by the Federal Deposit Insurance Corporation.

     Unless instructed  otherwise in writing,  the Escrow Agent shall invest all
funds in the Escrow  Fund in the STI  Classic  U.S.  Treasury  Securities  Money
Market Fund.  Each of the Purchaser and Seller shall provide to the Escrow Agent
a completed form W-9.  Notwithstanding anything to the contrary herein provided,
the Escrow  Agent shall have no duty to prepare or file any Federal or state tax
report or return with respect to the Escrow Fund or any income earned thereon.



                                       3
<PAGE>

     (b) Maturities or unexpired terms of maturities of instruments in which the
Escrow Fund is invested  shall not exceed  sixty (60) days.  The Escrow Agent is
authorized to sell any such  Investments  as may be required to make any payment
required  to be made under this  Agreement,  and the Escrow  Agent  shall not be
liable for any loss due to early redemption.

     (c) At the prior  written  request of either the Purchaser or the Seller at
any time,  the Escrow Agent shall  deliver to the  Purchaser and the Seller such
information as shall be reasonably requested with respect to the Escrow Fund and
any interest earned thereon or payments made therefrom.

     (d) Subject to Section 5 hereof,  net profits  resulting from, and interest
and income  produced by investments  of, the Escrow Fund  ("Earnings")  shall be
deemed a part of the Escrow Fund and reinvested by the Escrow Agent.

     4.  Indemnity.  The Purchaser and the Seller jointly and severally agree to
indemnify  and hold  harmless  the Escrow  Agent and each of the Escrow  Agent's
officers,  directors,  agents and employees (the "Indemnified Parties") from and
against any and all losses,  liabilities,  claims,  damages,  expenses and costs
(including   attorneys'  fees)  of  every  nature   whatsoever  which  any  such
Indemnified  Party may incur arising  directly or indirectly from this Agreement
or arising directly or indirectly by virtue of the Escrow Agent's undertaking to
serve as Escrow Agent hereunder;  provided,  however,  that no Indemnified Party
shall  be  entitled  to  indemnity  in case of such  Indemnified  Party's  gross
negligence or willful  misconduct.  The provisions of this section shall survive
the  termination of this Agreement and any  resignation or removal of the Escrow
Agent.  Solely as between the Purchaser and the Seller,  all amounts  payable to
the Escrow Agent pursuant to this Section 4 shall be apportioned equally between
them.

     5. Fees and  Expenses.  The Escrow Agent shall be entitled to  compensation
for  its  services  as  stated  in the  schedule  attached  as  Annex  I,  which
compensation  shall be  offset  against  the  Earnings,  and any  excess of such
compensation  over Earnings shall be paid one-half by the Purchaser and one-half
by the  Seller.  The fee agreed  upon for the  services  rendered  hereunder  is
intended as full compensation for the Escrow Agent's services as contemplated by
this Agreement.

     6. The Escrow Agent.

     (a) The Escrow Agent shall not be bound in any way by, or be deemed to have
knowledge  of, or any duty  under,  the Asset  Purchase  Agreement  or any other
agreement  between or among the parties hereto,  other than this Agreement.  The
Escrow  Agent  shall have no duties  other than  those  expressly  imposed on it
herein and shall not be liable  with  respect to any action  taken by it, or any
failure on its part to act, except to the extent that such actions  constitute a
breach  of this  Agreement,  bad  faith,  fraud,  gross  negligence  or  willful
misconduct.  In no event  shall  the  Escrow  Agent be  liable  for  incidental,
indirect,  special,  consequential or punitive  damages.  The Escrow Agent shall
have no  liability  with respect to the  transfer or  distribution  of any funds
effected  by the  Escrow  Agent  pursuant  to  wiring or  transfer  instructions
provided to the Escrow  Agent by any party to this  Agreement.  The Escrow Agent
shall not be obligated  to take any legal action or to commence any  proceedings
in connection with this Agreement,  or to appear in,  prosecute or defend in any
such legal action or proceedings.



                                       4
<PAGE>

     (b) The Escrow Agent makes no representations  and has no responsibility as
to  the  validity,  genuineness  or  sufficiency  of any  of  the  documents  or
instruments delivered to it hereunder. The Escrow Agent (i) shall be entitled to
rely upon any order,  judgment,  certification,  demand,  notice,  instrument or
other writing  delivered to it hereunder without being required to determine the
authenticity  or the  correctness of any fact stated therein or the propriety or
validity of the service thereof and (ii) may act in reliance upon any instrument
or  signature  reasonably  believed  by it to be genuine and may assume that any
person  purporting  to give notice,  receipt or advice or make any  statement or
execute any  document in  connection  with the  provisions  hereof has been duly
authorized  to do so. The Escrow  Agent may act in  reliance  upon the advice of
counsel  satisfactory  to it in reference to any matter in connection  with this
Agreement  and shall not incur any  liability for any action taken in good faith
in accordance with such advice.

     (c) In the  event of any  disagreement  between  the other  parties  hereto
resulting in adverse claims or demands being made in connection  with the Escrow
Fund, or in the event that the Escrow Agent in good faith is in doubt as to what
action it should take  hereunder,  the Escrow Agent shall be entitled to refrain
from acting until the Escrow Agent shall have received (i) a final nonappealable
order of a court of competent  jurisdiction  directing delivery of the amount of
the Escrow Fund in dispute or (ii) written  instructions jointly executed by the
Seller and the Purchaser  directing delivery of the amount of the Escrow Fund in
dispute,  in which event the Escrow Agent shall deliver the amount of the Escrow
Fund in dispute in accordance with such order or  instructions.  Any court order
referred  to in clause  (i) above  shall be  accompanied  by a legal  opinion by
counsel for the presenting party reasonably  satisfactory to the Escrow Agent to
the effect  that said order or  determination  is final and  nonappealable.  The
Escrow  Agent shall act on such court order and legal  opinion  without  further
questions.  In addition, in the event of any dispute or disagreement relating to
this  Agreement  or  concerning  the duties of the Escrow Agent  hereunder,  the
Escrow  Agent  shall  have the right to  deposit  all  property  held under this
Agreement  into the registry of any court of competent  jurisdiction  and notify
the parties  hereto of such  deposit,  and  thereupon  the Escrow Agent shall be
discharged  from all further duties and  responsibilities  as Escrow Agent under
this Agreement.

     7. Resignation; Removal.

     (a) The Escrow Agent may resign upon sixty (60) days advance written notice
to the  parties.  Upon  receipt of such  notice of  resignation  from the Escrow
Agent,  the  Purchaser  and the Seller shall use their  commercially  reasonable
efforts  jointly to appoint a successor  escrow  agent.  The Escrow  Agent shall
deposit all of the Escrow Fund with the  successor  escrow  agent  appointed  in
writing by the  Purchaser  and the Seller.  If a successor  escrow  agent is not
appointed by the mutual  agreement of the  Purchaser  and the Seller  within the
sixty (60) day period  following  such notice,  the Escrow Agent may tender into
the registry or custody of any court of competent  jurisdiction  any part or all
of the Escrow  Fund and then shall be  discharged  from all  further  duties and
responsibilities as Escrow Agent under this Agreement.

     (b) The Escrow Agent shall be entitled to its compensation  earned prior to
its resignation hereunder.



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<PAGE>

     (c) The Purchaser  and the Seller may, at any time  substitute a new escrow
agent by giving  thirty (30) days joint written  notice  thereof to the existing
Escrow Agent and paying all fees and  expenses of such Escrow Agent  incurred to
the date of the  substitution.  Upon the effective date of the substitution of a
successor  escrow agent, the Escrow Agent shall promptly account for and deposit
all of the Escrow Fund with such successor.

     8. Miscellaneous Provisions.

     (a)  Severability.  If any provision of this Agreement is prohibited by the
laws of any  jurisdiction as those laws apply to this Agreement,  that provision
shall be ineffective to the extent of such prohibition  and/or shall be modified
to conform with such laws, without invalidating the remaining provisions hereof.

     (b) Modification and Waiver.  This Agreement may not be changed or modified
except in writing  specifically  referring to this  Agreement  and signed by the
Purchaser, the Seller and the Escrow Agent. No attempted waiver of any provision
hereof  shall be  binding on the other  parties  unless  reduced to writing  and
signed by the waiving party.  Unless  specifically  provided otherwise herein or
agreed to by the  Purchaser,  the  Seller and the Escrow  Agent in  writing,  no
modification, waiver, termination, rescission, discharge or cancellation of this
Agreement  shall  affect the right of the  parties  hereto to enforce any claim,
whether or not liquidated, which accrued prior to the date of such modification,
waiver, termination,  rescission,  discharge, or cancellation of this Agreement,
and no waiver of any  provision  or of any default  under this  Agreement  shall
affect the right of any party to enforce such provision or to exercise any right
or remedy in the event of any other default, whether or not similar.

     (c)  Assignment.  This  Agreement  may not be assigned by any party  hereto
without the prior written consent of the other parties; provided,  however, that
the  Purchaser may assign  without the consent of the Seller,  but with not less
than ten Business Days advance  notice to the Seller and the Escrow  Agent,  its
rights  hereunder to any Affiliate of which the  Purchaser  owns at least 80% of
the issued and outstanding equity thereof;  in which event all references herein
to the Purchaser  shall be deemed  references to such assignee,  except that all
representations  and warranties  made herein with respect to the Purchaser as of
the date of this Agreement shall be deemed  representations  and warranties also
to be made with respect to such assignee to the extent applicable as of the date
of such  designation.  No such  assignment  shall  relieve the  Purchaser of any
obligation  hereunder.  Any purported  assignment in violation of this Agreement
will be void ab  initio.  Subject  to the  preceding  sentence,  each  term  and
provision of this Agreement  shall be binding upon and  enforceable  against and
inure to the  benefit of any  successors  or assigns  of the  Purchaser  and any
successors  or assigns of the Seller.  Nothing in this  Agreement,  expressed or
implied,  is intended  to confer on any Person  other than the parties and their
respective  successors  and assigns any rights or remedies under or by reason of
this Agreement.  In the event of any such proposed  assignment,  an amendment to
this Agreement, in form and substance reasonably acceptable to the Escrow Agent,
shall be  executed  and  delivered  in the event the Escrow  Agent deems such an
amendment to be necessary or desirable.

     (d)   Counterparts.   This  Agreement  may  be  executed  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,  with the same effect as
if the signatures  thereto were in the same instrument.  This Agreement shall be


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<PAGE>

effective  and  binding  on all  parties  when all  parties  have  executed  and
delivered a counterpart of this Agreement.

     (e) Notices. All notices,  requests and other communications hereunder must
be in  writing  and will be deemed to have been  duly  given  only if  delivered
personally or by facsimile  transmission or mailed (first class postage prepaid)
to the parties at the following addresses or facsimile numbers:

                   If to the Purchaser, to:

                   Peer 1 Acquisition Corporation
                   c/o Peer 1 Network Enterprises, Inc.
                   Suite 1600
                   555 West Hastings Street
                   Vancouver, British Columbia
                   Canada V6B 4NS
                   Attention:  Chief Executive Officer
                   Telephone:  (604) 683-7747
                   Telecopier:  (604) 683-4634

                            with a copy to:

                   Gardner Carton & Douglas LLP
                   191 N. Wacker Drive
                   Suite 3700
                   Chicago, IL 60606
                   Attention:  Jesse H. Ruiz
                   Telephone:  (312) 569-1135
                   Telecopier:  (312) 569-3135

                   If to the Seller, to:

                   Interland, Inc.
                   303 Peachtree Center Avenue
                   Suite 500
                   Atlanta, GA  30303
                   Attention:  Chief Executive Officer, and with a copy to
                               General Counsel
                   Telephone: (404) 260-2536
                   Telecopier: (404) 260-2760



                                       7
<PAGE>

                   with a copy to:

                   Arnall Golden Gregory, LLP
                   171 17th Street, N.W.
                   Suite 2100
                   Atlanta, GA  30363
                   Attention:  Jonathan Golden
                   Telephone:  (404) 873-8700
                   Telecopier:  (404) 873-8701

                   If to the Escrow Agent, to:

                   SunTrust Bank
                   Corporate Trust Department
                   25 Park Place, 24th Floor
                   Atlanta, Georgia  30303-2900
                   Attention:  Olga G. Warren
                   Facsimile:  404-588-7335
                   Telephone:  404-588-7262

     All such notices,  requests and other  communications will (i) if delivered
personally  to the  address as provided in this  Section,  be deemed  given upon
delivery, (ii) if delivered by facsimile transmission to the facsimile number as
provided in this Section, be deemed given upon acknowledgement of receipt by the
recipient by other than automatic  means,  and (iii) if delivered by mail in the
manner  described  above to the address as provided in this  Section,  be deemed
given upon receipt (in each case  regardless of whether such notice,  request or
other  communication  is  received  by any  other  Person to whom a copy of such
notice,  request or other  communication  is to be  delivered  pursuant  to this
Section).  Any party from time to time may change its address,  facsimile number
or other  information  for the purpose of notices to that party by giving notice
specifying such change to the other party hereto.

     (f)  Entire  Agreement;  No  Third  Party  Beneficiaries.   This  Agreement
constitutes  the  entire  agreement  and  supersedes  any  and all  other  prior
agreements and undertakings, both written and oral, among the parties, or any of
them,  with  respect to the  subject  matter  hereof  and,  except as  otherwise
expressly  provided herein, is not intended to confer upon any person other than
the Purchaser and the Seller any rights or remedies hereunder.

     (g)  Construction.  Within this  Agreement  the singular  shall include the
plural and the plural shall  include the  singular and any gender shall  include
all other  genders,  all as the  meaning  and  context of this  Agreement  shall
require.  In  connection  with any  action or event  which by the  terms  hereof
requires  consent of a party  hereto,  such  consent  shall not be  unreasonably
withheld or delayed.  The  section  headings as herein used are for  convenience
only and shall not be deemed to vary the content of this  Agreement or limit the
scope of any provision hereof. Unless otherwise specified, a reference herein to
a  schedule,  an annex or an  exhibit  refers to a  schedule,  annex or  exhibit
hereof.



                                       8
<PAGE>

     (h) Choice of Law. This Agreement and all documents  executed in connection
herewith shall be governed by, and construed in accordance with, the laws of the
State of  Georgia,  regardless  of the laws that might  otherwise  govern  under
applicable principles of conflict of laws thereof.

     (i)  Dispute  Resolution.  Solely as  between  Purchaser  and  Seller,  all
disputes,  controversies or claims arising out of or relating to distribution of
the Escrow Fund shall be resolved  pursuant to Section 9.9 of the Asset Purchase
Agreement.

     (j) Expenses. All legal and other costs and expenses incurred in connection
with this Agreement and the  transactions  contemplated  hereby shall be paid by
the party incurring such costs and expenses.

     9.  Termination.  This Agreement may only be terminated by written  consent
signed by all  parties or upon the  earliest  to occur of: (a)  disbursement  or
release of the entire  Escrow Fund by the Escrow Agent in  accordance  with this
Agreement, or (b) a Final Resolution with respect to the entire Escrow Fund.

     IN WITNESS WHEREOF,  the Seller,  the Purchaser,  and the Escrow Agent have
executed and delivered this Agreement as of the date first written above.

                                         SELLER:

                                         INTERLAND, INC.


                                         By: /s/ Allen L. Shulman
                                            ------------------------------------
                                             Allen L. Shulman
                                             Its:  President

                                         Federal Tax ID Number: 41-1404301

                                         PURCHASER:

                                         PEER 1 ACQUISITION CORPORATION


                                         By: /s/ C.G. Hampson
                                            ------------------------------------

                                         Its: President
                                            ------------------------------------

                                         Federal Tax ID Number: ________________




                               (Escrow Agreement)

                                       9
<PAGE>

                                         ESCROW AGENT:

                                         SUNTRUST BANK


                                         By: /s/ Olga G. Warren
                                             -----------------------------------
                                                  Olga G. Warren

                                         Its: First Vice President
                                             -----------------------------------







                               (Escrow Agreement)



                                       10
<PAGE>




                                     ANNEX I

                            ESCROW AGENT FEE SCHEDULE


The  annual  administration  fee of  $2,500.00  for  administering  this  Escrow
Agreement is payable in advance at the time of closing and, if applicable,  will
be invoiced each year to the appropriate  party(ies) on the anniversary  date of
the  closing of the Escrow  Agreement.  Also,  a  one-time  legal  review fee of
$500.00 is payable in advance at the time of closing.

Out of pocket expenses such as, but not limited to, postage, courier,  overnight
mail,  insurance,   money  wire  transfer,   long  distance  telephone  charges,
facsimile,  stationery,  travel,  legal or accounting,  etc.,  will be billed at
cost.

These fees do not include extraordinary  services which will be priced according
to time and  scope of  duties.  The fees  shall be  deemed  earned  in full upon
receipt by the Escrow Agent,  and no portion shall be refundable for any reason,
including without limitation, termination of the Escrow Agreement.

It is  acknowledged  that the schedule of fees shown above is acceptable for the
services mutually agreed upon.

Note:  This fee schedule is based on the assumption that the escrowed funds will
be  invested  in  SunTrust's  cash sweep  account,  STI  Classic  U.S.  Treasury
Securities Money Market Fund.



<PAGE>
</TEXT>
</DOCUMENT>
