Agreement

         THIS AGREEMENT, made and entered into this ____ day of August, 2000, by
and between Global Network Media, Inc., a Colorado corporation currently in good
standing  (hereinafter  "GNM") and  Mind2Market,  Inc.,  a Colorado  corporation
currently in good standing  (hereinafter  ("M2M"). This Agreement sets forth the
terms and  conditions  under  which GNM will  grant to M2M  exclusive  rights to
certain patent-pending technology.

         W I T N E S S E T H:

        1.     For and in consideration  of the covenants and conditions  herein
               contained, GNM agrees to grant to M2M exclusive right and license
               to make, have made, use, lease,  sell, offer to sell,  import, or
               otherwise dispose of the patent-pending technology. M2M may grant
               sublicenses  if the terms and conditions of the  sublicenses  are
               consistent  with the terms and  conditions of this  license.  The
               license  granted by this Agreement  shall end upon the expiration
               of the last Letters Patent which may issue on said patent-pending
               technology and any improvements thereon.  Actual ownership of the
               technology  and patents  issued and all other  rights  pertaining
               thereto  shall be retained by either GNM or James R. Clark.  Said
               patent-pending technology is described as follows:

                       a.      Copy-protected Internet Distribution System;
                       b.      Personal Computer Secured Internet Device; and
                       c.      Secured Internet Media Player.

               GNM represents  that the technology  described by and included in
               the  combination  of these  pending  patents is  important  for a
               secured  internet  distribution  system  expressly  made  for the
               transfer of digital media files.  GNM further  represents that it
               has obtained the exclusive  rights and license to use the pending
               patents from James R. Clark pursuant to an agreement with him and
               has the right to transfer  these  rights to use and license  this
               technology  to M2M. It is understood by M2M that the system is in
               conceptual stage and a working  demonstration system has not been
               developed. It is further understood by M2M that GNM will finalize
               the development of the working demonstration system and setup the
               completed  working system at M2M expense and GNM will deliver the
               system to M2M for sale of the  completed  system  and  service to
               potential  M2M  customers.  GNM agrees to  complete  the  working
               system  within 6 months of  receiving  the initial  Five  Million
               dollars  ($5,000,000) of funding allocated for the development of
               the system.

        2.     In exchange  for said rights as  described  above,  M2M agrees to
               provide  GNM  with the  following:  Twenty-Three  Million,  Seven
               Hundred Forty Thousand and no/100  (23,740,000)  shares of common
               stock in M2M; and

        3.     M2M shall pay all fees,  costs, and expenses  associated with the
               filing,  prosecution and the perfection of the patent application
               process and any related improvements and spin-offs.

Agreement - Page 1 of 5

<PAGE>


        4.     M2M shall exploit the  technology in good faith and in accordance
               with the usual business customs of the industry.

        5.     M2M, at its own cost and expense,  shall defend all  infringement
               suits that may be  brought  against it or GNM or Clark on account
               of the manufacture,  use,  importation or sale of the technology.
               If M2M learns that others are unlawfully infringing on the rights
               granted in this  Agreement,  M2M shall  diligently  prosecute any
               infringer at its own cost and expense.  In  connection  with such
               suits,  GNM and  Clark,  at M2M's cost and  expense  and at M2M's
               request,  shall give  evidence and execute such  documents as M2M
               may reasonably require.

        6.     All rights  transferred to M2M pursuant to this  Agreement  shall
               immediately  revert  to GNM  in the  event  that a  voluntary  or
               involuntary   petition  for  Chapter  7   protection   under  the
               Bankruptcy  Laws of the  United  States is filed  with any United
               States Bankruptcy Court. Any compensation paid to GNM in any form
               shall be retained by GNM.

        7.     M2M may not  transfer,  license  or assign  to any  third  party,
               including any assignment for the benefit of creditors, any of the
               rights to the patent-pending  technology  described above without
               the express  written  approval of GNM and Clark prior to any such
               transfer, license or assignment.

        8.     If M2M disperses,  dissolves,  or for any reason ceases to exist,
               said  patent-pending  technology  rights granted pursuant to this
               Agreement  shall  immediately  revert to GNM and GNM shall retain
               all stock and sums of money paid.

        9.     If either party to this  Agreement  defaults by failing to adhere
               to any of the terms and conditions  contained herein, the injured
               party shall notify the defaulting  party in writing and send such
               notice to the defaulting party via certified mail, at the address
               set forth herein, specifying each such default. If any default is
               not cured within thirty (30) days of receipt of such notice,  and
               the default  party to this  Agreement  is M2M,  all rights to the
               patent-pending   technology  described  above  shall  immediately
               revert to GNM,  and GNM shall  retain all stock and sums of money
               paid.  If the  default  party is GNM,  M2M will have the right to
               take  control  of the  technology  from  GNM and hire at M2M cost
               additional experts in the proposed field to complete the proposed
               system.  The  failure by either  party to enforce  any  provision
               herein shall not be construed as a waiver of any of the terms and
               conditions contained herein.

        10.    Any notice  required to be served  which is mailed and  addressed
               and sent by  certified  mail by one party to the other,  shall be
               deemed  served and  conclusively  presumed to have been  received
               five (5) days after the date it is mailed. A party may, by notice
               given as herein provided and served upon the other party,  change
               the address  for  notices to be sent to such  party.  The current
               addresses for such notification are as follows:

                  GNM                                            M2M
                  ---------                                      ---
                  Global Network Media, Inc.               Mind2Market, Inc.
                  777 S. Wadsworth Blvd., Suite B1-200     1625 Abilene Drive
                  Lakewood, CO  80226                      Broomfield, CO  80020

Agreement - Page 2 of 5

<PAGE>


        11.    The parties hereto are solely  responsible  for ensuring that all
               rules,   regulations  and   requirements  of  the  United  States
               Securities Exchange Commission are met.

        12.    This Agreement  shall inure to the benefit of and be binding upon
               the  respective  parties  hereto,  and  their  respective  heirs,
               executors, administrators, assigns, personal representatives, and
               successors in interest.

        13.    In  the  event  either  party  is in  default  of  the  terms  or
               conditions  of this  Agreement,  and legal action is initiated or
               suit be entered as a result of such default, the prevailing party
               shall be entitled  to recover  all costs  incurred as a result of
               such default  including  reasonable  attorney fees,  expenses and
               court costs through trial, appeal, and to final disposition.

        14.    All prior  agreements  and  negotiations  between the parties are
               superseded and merged into this Agreement.

        15.    Time is hereby  expressly  made of the essence in this  Agreement
               with  respect  to  the   performance  by  the  parties  of  their
               respective obligations hereunder.

        16.    Each party and its counsel have participated  fully in the review
               and revision of this  Agreement.  Any rule of construction to the
               effect that  ambiguities are to be resolved  against the drafting
               party shall not apply in the interpretation of this Agreement.

        17.    M2M shall provide One Hundred  Thousand  dollars  ($100,000) from
               its  initial One Million  dollar  ($1,000,000)  round of funding,
               subsequent   to  the  execution  of  this   agreement,   for  the
               manufacturing,   marketing,   management,  customer  service  and
               continued  development  of the  Emergency  Signal  Balloon  (ESB)
               product(s).  M2M shall make available  additional funds as deemed
               reasonable  and  necessary  by the M2M  Board of  Directors,  for
               promoting  sales of the ESB product line. If M2M has not provided
               the  aforementioned  $100,000  level of funding after a period of
               six  months  from  the date of the  receipt  of the  initial  One
               Million  dollars  in  funding,  or if M2M  has not  provided  the
               additional  reasonable and necessary funds to promote the sale of
               the ESB product line within 6 months of receipt of the additional
               funding  necessary for  developing  the Copy  Protected  Internet
               Distribution System associated with the Personal Computer Secured
               Internet  Device (about  Twelve  Million  dollars),  the original
               principals  of M2M shall  have the right to remove  the rights to
               the ESB product line from M2M, including any applicable  patents,
               tooling, inventory,  records, customer lists, sales and marketing
               materials  and  any  other  materials  directly  relevant  to the
               Emergency  Signal Balloon  product line, said rights to be placed
               into  another  entity  of  their  choosing.   If  this  right  is
               exercised,  all royalty agreements and other liabilities directly
               associated with the ESB product line are also  transferred to and
               accepted  by the new  entity.  In this  event,  M2M will  have no
               further  claim to the ESB product line or any revenues  generated
               therefrom, regardless of their source.

        18.    This  Agreement  encompasses  the entire  agreement  between  the
               parties  as  to  the  rights  to  the  patent-pending  technology


Agreement - Page 3 of 5

<PAGE>

               described above, and the parties agree that any verbal statements
               not contained  within this Agreement are not legally binding upon
               the parties. This Agreement supersedes all previous agreements.

        19.    This   Agreement  may  be  modified  or  amended   provided  such
               modifications  or  amendments  are made only by an  instrument in
               writing signed by the parties.

        20.    No waiver of any provision or condition of this  Agreement  shall
               be valid unless  executed in accordance  with paragraph 15 above,
               and then only to the extent  specified in such waiver.  No waiver
               of  any  provision  or  condition  of  this  Agreement  shall  be
               construed as a waiver of any other provision or condition of this
               Agreement, and no present waiver of any provision or condition of
               this  Agreement  shall be  construed  as a future  waiver of such
               provision or condition.

        21.    The  failure of either  party,  at any time,  to require any such
               performance by any other party shall not be construed as a waiver
               of such right to require  such  performance,  and shall in no way
               affect such party's right to require such  performance  and shall
               in no way affect such  party's  right  subsequently  to require a
               full performance hereunder.

        22.    THIS  AGREEMENT IS EXECUTED  PURSUANT TO AND SHALL BE INTERPRETED
               AND  GOVERNED  FOR  ALL  PURPOSES  BY THE  LAWS OF THE  STATE  OF
               COLORADO  FOR WHICH THE  COURTS IN  DENVER,  COLORADO  SHALL HAVE
               JURISDICTION  WITHOUT  GIVING  EFFECT  TO THE  CHOICE  OR LAWS OR
               CONFLICT OF LAWS RULES THEREOF OR OF ANY STATE.


MIND2MARKET, INC.                          GLOBAL NETWORK MEDIA, INC.

   /s/ Ronald Powell                            /s/ James Clark
By ------------------------------------    By ----------------------------------

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


Page 4 of 5

<PAGE>

State of Colorado          )
                           )  ss.
County of Adams            )

     On this 7th day of August, 2000, before me, a Notary Public in and for said
State,  personally appeared Ronald Powell known or proved to me to be the person
whose name is subscribed to the foregoing  instrument,  and  acknowledged  to me
that (s)he executed the same.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.


                                  /s/
                                 ---------------------------------------
                                 Notary Public for the State of _______________
                                 Residing in ______________________________
                                 My commission expires ____________________




State of Colorado          )
                           )  ss.
County of Adams            )

     On this 7th day of August, 2000, before me, a Notary Public in and for said
State,  personally  appeared  James  Clark  known  or  proved  to me  to be  the
___________________________   whose  name  is   subscribed   to  the   foregoing
instrument, and acknowledged to me that he executed the same in said corporation
name.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.


                                  /s/
                                 ---------------------------------------
                                 Notary Public for the State of _______________
                                 Residing in ______________________________
                                 My commission expires ____________________


Agreement - Page 5 of 5