EXHIBIT 10.48

                                ESCROW AGREEMENT

THIS ESCROW  AGREEMENT  ("Agreement")  is made and entered  into as of August 7,
2000 (the  "Effective  Date")  by and  among  E*Comnetrix  Inc.  (formerly,  USV
Telemanagement,  Inc.), a company  incorporated under the laws of the Canada and
having an office at 100 Shoreline  Highway,  Building B, Suite 386, Mill Valley,
CA 94941  ("E*Comnetrix"),  EXSTREAM DATA, INC., a California corporation having
an  office  at  180  Grand  Avenue,   Suite  450,   Oakland,   California  94612
("EXSTREAM"),   the   shareholders   listed   on   Schedule   A  (the   "Pooling
Shareholders"),  and Joseph  Karwat,  as the agent for the Pooling  Shareholders
("Shareholders' Agent"), and Sanford H. Margolin (the "Escrow Agent").

                                    RECITALS

         WHEREAS,  E*Comnetrix,  EXSTREAM and certain  shareholders of EXSTREAM,
including the Pooling Shareholders (collectively,  the "EXSTREAM Shareholders"),
have entered  into a Share  Exchange  Agreement  dated as of August 7, 2000 (the
"Exchange Agreement"), pursuant to which E*Comnetrix will exchange common shares
of  E*Comnetrix  (the  "E*Comnetrix  Shares") in exchange for shares of EXSTREAM
("EXSTREAM Shares") held by the EXSTREAM Shareholders; and

         WHEREAS,  the Exchange  Agreement  contemplates the establishment of an
escrow  arrangement  to secure the  indemnification  obligations  of the Pooling
Shareholders  related to the Perell Claims (as defined  below) and the execution
and delivery of this Agreement; and

         WHEREAS, the Exchange Agreement requires pursuant to Section 1.3 of the
Exchange  Agreement  that a portion of the  E*Comnetrix  Shares  issuable to the
Pooling Shareholders shall be held in Escrow (the "Escrow Amount") to compensate
E*Comnetrix for any damages  pursuant to the  indemnification  obligation of the
Pooling Shareholders related to the Perell Claims; and

         WHEREAS,  pursuant  to  Section  10  of  this  Agreement,  the  Pooling
Shareholders  have appointed Joseph Karwat to serve as Shareholders'  Agent for,
among other things, all matters set forth in this Agreement; and

         WHEREAS,  this Agreement sets forth the basis on which the Escrow Agent
will receive and hold, and make disbursements  from, the Escrow Fund (as defined
below) and the duties for which the Escrow Agent will be responsible.

                                    AGREEMENT

NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:

1.   Defined Terms.  Capitalized  terms used in this Agreement and not otherwise
     defined shall have the meanings given to them in the Exchange Agreement,  a
     copy of which is attached hereto.

     (a)  "Damages" shall mean any and all losses, costs,  damages,  third-party
          claims,  liabilities  and  expenses,  including,  without  limitation,
          reasonable legal fees arising out of the Perell Claims,  settlement of
          the Perell Claims or breach of this Agreement.

     (b)  "Costs" shall mean any and all costs, expenses, and legal fees arising
          out of the Perell Claims, settlement of the Perell Claims or breach of
          this Agreement.

     (c)  "Escrow Agent" shall mean Sanford H. Margolin, or such other successor
          agent as may be selected under the terms set forth in Section 9.
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     (c)  "Escrow  Fund"  shall  mean that the  1,400,000  Escrowed  Shares,  as
          provided for in Section 1.3 of the Exchange Agreement.

     (d)  "Judgment" shall mean a final, non-appealable  determination and award
          of  damages,  whether  in law or in  equity,  rendered  by a court  of
          competent jurisdiction related to the Perell Claims.

     (e)  "Perell  Claims" shall mean (a) any and all claims  arising out of the
          complaint  filed  by  William  S.  Perell  in the  Superior  Court  of
          California,  County  of  Alameda  (No.  826985-0)  and (b) any and all
          manner of action and causes of action,  suits, debts, dues,  accounts,
          contracts,  agreements,   judgments,  claims  and  demands  whatsoever
          brought by William S. Perell,  whether in law or in equity,  which now
          exist or may  subsequently  arise based on facts or  circumstances  in
          existence on the Time of Closing.

     (f)  "Shareholders'  Agent" shall mean Joseph Karwat,  or such successor as
          may be selected under the terms set forth in Section 10.

2.       Escrow.


     (a)  Escrow.  The Pooling  Shareholders agree to place into escrow with the
          Escrow Agent a total 1,400,000  E*Comnetrix Shares, in the numbers set
          forth beside such  shareholder's name on Schedule A, out of the number
          of E*Comnetrix Shares otherwise issuable to such Pooling  Shareholders
          pursuant to Section 1.1 of the Exchange Agreement, for the purposes of
          satisfying any indemnification, compensation or reimbursement in which
          an  Indemnified  Person (as  defined  below) may be  entitled to under
          Section 3(a).

     (b)  Shares Placed in Escrow.  Within ten (10) days of the Effective  Date,
          E*Comnetrix  shall  issue   certificates  for  a  total  of  1,400,000
          E*Comnetrix  Shares  registered  in the  name of the  Escrow  Agent as
          nominee  for each of the  Pooling  Shareholders,  in  accordance  with
          Section 2(a), to be held in escrow in accordance  with this Agreement.
          The portion of the Escrow Fund  contributed  on behalf of each Pooling
          Shareholder  shall be as set forth on Schedule A, and such E*Comnetrix
          Shares  shall  be  beneficially  owned  by such  Pooling  Shareholder,
          subject to the terms of this Agreement.  The E*Comnetrix  Shares being
          held in escrow pursuant to this Agreement (the "Escrow  Shares") shall
          constitute  the Escrow Fund with  respect to the  indemnification  and
          other  obligations  of EXSTREAM  and,  where  applicable,  the Pooling
          Shareholders related to Damages or Judgments arising out of the Perell
          Claims. The Escrow Fund 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.

     (c)  Acceptance.  The Escrow Agent agrees to accept  delivery of the Escrow
          Fund,  to hold the  Escrow  Fund in an  escrow  account  (the  "Escrow
          Account"),  and to disburse the Escrow Shares in  accordance  with the
          terms and procedures set forth in this Agreement.

     (d)  Dividends.  E*Comnetrix  and each of the  Pooling  Shareholders  agree
          among themselves, for the benefit of E*Comnetrix and the Escrow Agent,
          that any securities or other property distributable (whether by way of
          dividend,  stock split or  otherwise) in respect of or in exchange for
          any Escrow Shares prior to final  distribution shall be deposited with
          and held by the Escrow  Agent in the Escrow  Account.  Notwithstanding
          the  preceding  sentence,  ordinary  cash  dividends  will  be paid by
          E*Comnetrix directly to the Pooling

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          Shareholders and not to the Escrow Agent.  Unless and until the Escrow
          Agent shall  actually  receive  such  additional  securities  or other
          property,  it may  assume  without  inquiry  that  the  Escrow  Shares
          currently  being  held by it in the  Escrow  Account  are all that the
          Escrow  Agent is required to hold.  At the time any Escrow  Shares are
          required to be  released  from the Escrow  Account to any  Indemnified
          Person  pursuant to this  Agreement,  any securities or other property
          previously  received by the Escrow  Agent in respect of or in exchange
          for such  Escrow  Shares  shall be  released  from the  Escrow to such
          Indemnified Person.

     (e)  Voting. Each Pooling Shareholder shall be deemed the record holder of,
          and shall have voting  rights with respect to the  E*Comnetrix  Shares
          contributed to the Escrow Fund by such Pooling Shareholder (and on any
          voting securities and other equity securities added to the Escrow Fund
          in respect of Escrow Shares).

     (f)  Transferability.   The  Escrow  Shares  shall  not  be  assignable  or
          transferable, other than by operation of law or with the prior written
          consent of E*Comnetrix and the Shareholders' Agent. No transfer of any
          of such  interests by operation  of law shall be  recognized  or given
          effect  until  E*Comnetrix  and the Escrow  Agent shall have  received
          written notice of such transfer.

     (g)  Piggyback Registration Rights

          The Escrow Shares shall not be subject to any  Piggyback  Registration
          Rights which have been or will be granted to any Pooling Shareholder.

     (h)  Fractional Shares. No fractional  E*Comnetrix Shares shall be retained
          in or released from the Escrow Account pursuant to this Agreement.  In
          connection  with any release of Escrow Shares from the Escrow Account,
          E*Comnetrix  and the Escrow Agent shall "round down" in order to avoid
          retaining any  fractional  share in the Escrow Account and in order to
          avoid  releasing any fractional  share from the Escrow  Account.  When
          shares are "rounded down," no cash-in-lieu payments will be made.

3.       Indemnification for Perell Claims.

     (a)  Subject to the limitations set forth in this Agreement, from and after
          the Closing Date,  the Pooling  Shareholders  will  indemnify and hold
          harmless  E*Comnetrix  and EXSTREAM,  and their  officers,  directors,
          employees,  agents and representatives  (each, an "Indemnified Person"
          and  collectively as  "Indemnified  Persons") from and against any and
          all  Damages,  Settlements  and  Judgments  arising  out of the Perell
          Claims ("Indemnified Obligations").  Each Indemnified Person shall act
          in good faith and in a commercially  reasonable manner to mitigate any
          Damages it may suffer,  regardless  of whether  the damages  threshold
          contained in Section 3(b) has been attained.

     (b)  The Pooling  Shareholders,  E*Comnetrix and EXSTREAM  acknowledge that
          E*Comnetrix shall have the right to settle the Perell Claims on behalf
          of the Indemnified Persons  ("Settlement"),  and that 150,000 Escrowed
          Shares  shall be  immediately  available  for the purposes of settling
          Costs and 200,000  Escrowed Shares shall be immediately  available for
          the purposes of settling such Perell Claims,  in whole or in part, and
          any  Damages  related to the Perell  Claims,  except  that no Escrowed
          Shares  shall be  available  for the  purposes of settling  the Perell
          Claims until such time as the  Indemnified  Persons  have  incurred at
          minimum $30,000 in Costs.  The Pooling  Shareholders,

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<PAGE>

          E*Comnetrix and EXSTREAM also  acknowledge  that the Escrow Fund shall
          be used to indemnify the Indemnified Persons for any and all Judgments
          related to the Perell Claims. Therefore, the Indemnified Persons shall
          be entitled to immediate indemnification from the Pooling Shareholders
          hereunder (i) to the extent the aggregate  amount of Damages  suffered
          by such  Indemnified  Person  does not  exceed an amount  equal to the
          value of 350,000  Escrowed  Shares and (ii) to the full  extent of any
          Judgment related to the Perell Claims regardless of the amount of such
          Judgment,   not   withstanding   the   foregoing   the  limit  of  the
          Indemnification  Obligations  of the  Pooling  Shareholders  shall not
          exceed  the  Escrow  Fund.  In  the  absence  of a  Judgement,  if the
          aggregate amount of Damages suffered by all of the Indemnified Persons
          exceeds an amount equal to the value of 350,000  Escrowed  Shares,  an
          Indemnified  Person  shall be  entitled  to  indemnification  from the
          Pooling  Shareholders only if there is not Claim Objection pursuant to
          Section  4(c) within ten  calendar  days of  delivering  an  Officer's
          Certificate related to Damages.

     (c)  The Indemnified Person may not receive any shares from the Escrow Fund
          with  respect  to  the  indemnification  obligations  of  the  Pooling
          Shareholders  set forth in Section  3(a) unless and until an Officer's
          Certificate  or  Certificates  (as defined in Section  4(a) below) has
          been  delivered  to the Escrow Agent as provided in Section 4(a) below
          and such amount is  determined  pursuant to Section 3(b) and the terms
          of this Agreement to be payable.

4.   Administration of Escrow Account.  Except as otherwise provided herein, the
     Escrow Agent shall administer the Escrow Account as follows:

     (a)  Claims Upon Escrow Fund.  If any  Indemnified  Person has or claims to
          have  incurred or suffered  damages for which it is or may be entitled
          to indemnification,  compensation or reimbursement under Section 3(a),
          such  Indemnified  Person  may  deliver  a  certificate  signed by any
          officer of  E*Comnetrix  (an  "Officer's  Certificate")  to the Escrow
          Agent.  Upon receipt by the Escrow Agent of an Officer's  Certificate,
          specifying in reasonable  detail the individual items of such Damages,
          Settlement or Judgment,  the amount,  the date each such item was paid
          or properly accrued or arose, the nature the claim, expense, payments,
          costs or other losses to which such item is related,  the Escrow Agent
          shall,  subject  to the  provisions  of Section  3(b),  deliver to the
          Indemnified Person out of the Escrow Fund, as promptly as practicable,
          Escrowed Shares or other assets held in the Escrow Fund having a value
          equal to such Damages with respect to the indemnification  obligations
          of the Pooling Shareholders.  At the time of delivery of any Officer's
          Certificate  to the Escrow Agent,  a duplicate  copy of such Officer's
          Certificate shall be delivered to the Shareholders' Agent.

     (b)  Valuation.  For the purpose of compensating the Indemnified Person for
          its Damages  pursuant to this  Agreement,  the Escrowed  Shares in the
          Escrow Fund shall be valued at US$1.00 per share.

     (c)  Objection  to Claims.  In the event the  aggregate  number of Escrowed
          Shares to be issued  pursuant to claims for Damages made under Section
          3(a),  including  the claim for  Damages  set forth in such  Officer's
          Certificate,  exceeds 350,000 Escrowed Shares, the Escrow Agent, for a
          period of ten days,  shall make no delivery of Escrowed  Shares unless
          the Escrow Agent shall have received  written  authorization  from the
          Shareholders'  Agent to make such  delivery.  After the  expiration of
          such ten day  period,  the Escrow  Agent  shall make  delivery  of the
          Escrowed Shares or other property in the Escrow Fund,

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<PAGE>

          provided  that  no  such  payment  or  delivery  may  be  made  if the
          Shareholders'  Agent shall object in a written  statement to the claim
          made in the Officer's  Certificate (a "Claim  Objection") as set forth
          below in Section 4(d), and such statement shall have been delivered to
          the Escrow Agent and to the Indemnified Person prior to the expiration
          of such ten day period.  Notwithstanding  the  foregoing,  the Pooling
          Shareholders  acknowledge  that no Claim  Objection shall be made with
          respect to any Judgment.


     (d)  Delivery of Claim Objection. Within ten calendar days after receipt by
          the  Shareholders'  Agent of an  Officer's  Certificate  in which  the
          aggregate  number of Escrowed  Shares to be issued  pursuant to claims
          for Damages made under Section  3(a),  including the claim for Damages
          set forth in such  Officer's  Certificate,  exceeds  350,000  Escrowed
          Shares,  the  Shareholders'  Agent may deliver to the Escrow Agent and
          the Indemnified Person who delivered the Officer's Certificate a Claim
          Objection in which the  Shareholders'  Agent:  (i) agrees that a whole
          number  of  Escrow  Shares  having a value  equal to the full  claimed
          Damages may be  released  from the Escrow  Account to the  Indemnified
          Person;  (ii) agrees that Escrow  Shares having a value equal to part,
          but not all, of the  claimed  Damages  (the  "Agreed  Amount")  may be
          released from the Escrow  Account to the  Indemnified  Person or (iii)
          indicates that no part of the claimed Damages may be released from the
          Escrow  Account to the  Indemnified  Person.  Any part of the  claimed
          Damages that is not to be released to the Indemnified  Person shall be
          the  "Contested  Amount." If a Claim  Objection is not received by the
          Escrow  Agent   within  such  ten   calendar  day  period,   then  the
          Shareholders'  Agent shall be deemed to have agreed that Escrow Shares
          having a value  equal to the full  claimed  Damages may be released to
          the Indemnified Person from the Escrow Account, and such payment shall
          be deemed to be made in full  satisfaction  of the claim  described in
          such Officer's Certificate.  The Escrow Agent shall promptly following
          the receipt of the Claim  Objection  deliver  Escrow  Shares  having a
          value  equal to the  Agreed  Amount  or, if the  Escrow  Agent has not
          received a Claim Objection,  promptly  following the expiration of the
          ten  calendar  day  period,  deliver to such  Indemnified  Person such
          Escrow Shares having a value equal to the full claimed amount.

     (e)  Response to Claim  Objection.  In case the  Shareholders'  Agent shall
          deliver a Claim  Objection  to the  Escrow  Agent and the  Indemnified
          Person,  the  Indemnified  Person  shall have ten days to respond in a
          written  statement to the  objection of the  Shareholders'  Agent.  If
          after such ten day period  there  remains a dispute as to any  claims,
          the Shareholders'  Agent and Indemnified  Person shall attempt in good
          faith for ten days to agree upon the rights of the respective  parties
          with respect to each of such claims.  If the  Shareholders'  Agent and
          Indemnified  Person should so agree,  a memorandum  setting forth such
          agreement  shall be prepared  and signed by both  parties and shall be
          furnished to the Escrow  Agent.  The Escrow Agent shall be entitled to
          rely on any such  memorandum and shall  distribute the Escrowed Shares
          or other  property from the Escrow Fund in  accordance  with the terms
          thereof.

     (f)  Arbitration of Claim  Objection.  If the  Shareholders'  Agent and the
          Indemnified  Person are unable to resolve the dispute  relating to any
          Contested  Amount  within ten business  days after the delivery of the
          Claim  Objection,  then the claim described in the Claim Objection may
          be settled by binding arbitration in Marin County, California (or such
          other place as the disputing  parties may agree),  in accordance  with
          the  Commercial  Arbitration  Rules  then in  effect  of the  American
          Arbitration  Association  (the "AAA  Rules")  upon 15  calendar  days'
          notice from either party to the other.  Arbitration  will be

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          conducted by three arbitrators;  one selected by E*Comnetrix within 15
          calendar days of such notice, one selected by the Shareholders'  Agent
          within 15 calendar  days of such notice and the third  selected by the
          first two arbitrators. If E*Comnetrix or the Shareholders' Agent fails
          to select an arbitrator prior to the expiration of the 15 business day
          period  referred to in the  preceding  sentence of this Section  4(f),
          then the other shall be entitled to select the second arbitrator.  The
          parties agree to use all reasonable  efforts to cause the  arbitration
          hearing to be conducted  within  ninety (90)  calendar  days after the
          appointment  of the  last  of the  three  arbitrators  and to use  all
          reasonable efforts to cause the arbitrators'  decision to be furnished
          within ninety (90) calendar days after the  appointment of the last of
          the three arbitrators.  The parties further agree that discovery shall
          be  completed  at  least  20  business  days  prior to the date of the
          arbitration hearing. The arbitrators'  decision shall relate solely to
          whether the  Indemnified  Person is entitled to recover the  Contested
          Amount  (or a portion  thereof),  and the  portion  of such  Contested
          Amount  the  Indemnified  Person is  entitled  to  recover.  The final
          decision of the  arbitrators  shall be furnished to the  Shareholders'
          Agent,  the  Indemnified  Person and the Escrow  Agent in writing  and
          shall constitute a conclusive  determination of the issue in question,
          binding upon the Indemnified Person and the Escrow Agent and shall not
          be contested by any of them. The Indemnified Person shall be deemed to
          be  the  non-prevailing   party  unless  the  arbitrators  award  such
          Indemnified  Person  more than  one-half  (1/2) the amount in dispute,
          plus any amounts not in dispute;  otherwise,  the Shareholders'  Agent
          and the Pooling  Shareholders shall be deemed to be the non-prevailing
          party.  Subject to the next sentence,  the non-prevailing party in any
          arbitration shall pay the reasonable  expenses  (including  attorneys'
          fees) of the  prevailing  party,  any additional  reasonable  fees and
          expenses  (including  reasonable  legal fees) of the Escrow Agent, and
          the fees and expenses  associated with the arbitration  (including the
          arbitrators'   fees  and  expenses).   Any  amounts   payable  by  the
          Shareholders'  Agent and the Pooling  Shareholders  hereunder shall be
          paid solely out of Escrow Shares.

     (g)  The Escrow Agent shall release  Escrow Shares from the Escrow  Account
          in connection  with any Contested  Amount within 5 business days after
          the delivery to it of: (i) a copy of a settlement  agreement  executed
          by the Indemnified  Person and the  Shareholders'  Agent setting forth
          instructions to the Escrow Agent as to the number of Escrow Shares, if
          any,  to be released  from the Escrow  Account,  with  respect to such
          Contested  Amount  or  (ii) a copy  of the  award  of the  arbitrators
          referred to and as provided in Section 4(f) setting forth instructions
          to the Escrow Agent as to the number of Escrow  Shares,  if any, to be
          released  from the Escrow  Account,  with  respect  to such  Contested
          Amount.

     (h)  Any Escrow Shares  released from the Escrow  Account to an Indemnified
          Person  shall be deemed  to reduce  the  Escrow  Shares  pro rata with
          respect to each Pooling  Shareholder  in accordance  with each Pooling
          Shareholder's  percentage  interest in the Escrow Fund as set forth in
          Schedule A.

5.       Termination and Release of Escrow Shares.

     (a)  In order for a  termination  of this Escrow  Agreement to be effective
          the  following  conditions  must be met: (i) (A) the full and complete
          satisfaction  and settlement of any and all of the Perell  Claims,  to
          the satisfaction of the Indemnified  Persons,  or (B) a final Judgment
          has been rendered with respect to any and all Perell Claims and (ii) a
          portion of the Escrow  Shares has been  retained  in the Escrow  Fund,
          which, in the judgment of the Indemnified  Person,  and subject to the
          objection of the Shareholders' Agent and the subsequent arbitration of
          the matter in the manner provided in Section 4(d) is an amount

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          necessary  to  satisfy  the  expected  Damages   attributable  to  any
          Settlement, Judgement or unsatisfied claims specified in any Officer's
          Certificate  theretofore  delivered  to  the  Escrow  Agent  prior  to
          termination  of  the  Escrow  Agreement  with  respect  to  facts  and
          circumstances  existing  prior to expiration of the Escrow  Agreement,
          until such claims have been resolved. This Escrow shall terminate upon
          the  release  by  the  Escrow  Agent  of the  entire  Escrow  Fund  in
          accordance with this Agreement (the "Termination").

     (b)  Within five  business  days after the  Termination,  the Escrow  Agent
          shall distribute or cause the stock transfer agent for the E*Comnetrix
          Shares  to  distribute  to each of the  Pooling  Shareholders  at such
          Pooling  Shareholder's  address set forth on  Schedule A such  Pooling
          Shareholder's  pro-rata  portion  of the  Escrow  Shares  then held in
          escrow and based on the  percentage  interests  in the Escrow Fund set
          forth in Schedule A.

     (c)  The Escrow Agent is not the stock transfer  agent for the  E*Comnetrix
          Shares.  Accordingly,  if a  distribution  of a number of  E*Comnetrix
          Shares  less than all of the Escrow  Shares is to be made,  the Escrow
          Agent must  requisition  the  appropriate  number of shares  from such
          stock  transfer  agent,   delivering  to  it  the  appropriate   stock
          certificate.  For the  purposes of this  Agreement,  the Escrow  Agent
          shall be deemed to have  delivered  E*Comnetrix  Shares to the Pooling
          Shareholder  entitled to it when the Escrow Agent has  delivered  such
          certificate to such stock transfer agent with  instructions to deliver
          it  to  the  appropriate   Pooling   Shareholder.   Distributions   of
          E*Comnetrix  Shares  shall  be  made  to  E*Comnetrix  or the  Pooling
          Shareholders,  as appropriate,  at the addresses  described in Section
          11.

     6. Stock Splits. All numbers contained in, and all calculations required to
be made pursuant to, this Agreement  shall be adjusted as appropriate to reflect
any stock split,  reverse  stock split,  stock  dividend or similar  transaction
effected by  E*Comnetrix  after the date  hereof;  provided,  however,  that the
Escrow Agent shall have received  notice of such stock split or other action and
shall have received the appropriate  number of additional  E*Comnetrix Shares or
other  property.  In  the  event  of any  such  stock  split  or  other  similar
occurrence,  E*Comnetrix shall deliver to the Shareholders' Agent and the Escrow
Agent a revised  version  of  Exhibit A setting  forth the new  number of Escrow
Shares held in the Escrow Fund.  Unless and until the Escrow Agent  receives the
certificates  representing  additional E*Comnetrix Shares or other property, the
Escrow Agent may assume without inquiry that no such stock or other property has
been or is required to be issued with respect to Escrow Shares.

     7. Fees and Expenses.  Upon the execution of this  Agreement by all parties
hereto and the initial  deposit of the Escrow Fund in the Escrow  Account,  fees
and expenses,  in accordance with Schedule B attached hereto, will be payable to
the Escrow  Agent.  This  Escrow  Agent fee will be paid the Escrow  Agent on an
annual  basis until the Escrow is  terminated.  In  accordance  with  Schedule B
attached  hereto,  the Escrow Agent will also be entitled to  reimbursement  for
reasonable and documented  out-of-pocket expenses,  incurred by the Escrow Agent
in the  performance  of its duties  hereunder  and the execution and delivery of
this Agreement. All such fees and expenses shall be paid directly by the Pooling
Shareholders.  The Escrow  Agent shall be entitled to deduct any unpaid fees and
expenses from the Escrow Account.

8.       Limitation of Escrow Agent's Liability.


     (a)  The Escrow Agent undertakes to perform such duties as are specifically
          set  forth in this  Agreement  only and shall  have no duty  under any
          other  agreement or document  notwithstanding  their being referred to
          herein or attached hereto as an exhibit. The Escrow Agent shall not be
          liable except for the  performance of such duties as are

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          specifically set forth in this Agreement,  and no implied covenants or
          obligations  shall be read  into this  Agreement  against  the  Escrow
          Agent.  The Escrow Agent shall incur no liability  with respect to any
          action  taken by it or for any  inaction on its part in reliance  upon
          any  notice,  direction,  instruction,  consent,  statement  or  other
          document believed by it to be genuine and duly authorized, nor for any
          other  action or  inaction  except for its own willful  misconduct  or
          negligence.  In all questions arising under this Agreement, the Escrow
          Agent  may rely on the  advice  of  counsel,  and for  anything  done,
          omitted or suffered in good faith by the Escrow  Agent based upon such
          advice the  Escrow  Agent  shall not be liable to  anyone.  The Escrow
          Agent shall not be required to take any action hereunder involving any
          expense  unless the payment of such expense is made or provided for in
          a manner  reasonably  satisfactory to it. In no event shall the Escrow
          Agent be liable for incidental, punitive or consequential damages.

     (b)  The Pooling  Shareholders,  jointly  and  severally,  hereby  agree to
          indemnify the Escrow Agent,  its  officers,  directors,  employees and
          agents  for,  and hold it harmless  against,  any loss,  liability  or
          expense incurred without  negligence or willful misconduct on the part
          of Escrow Agent, arising out of or in connection with its carrying out
          of its duties hereunder.  This right of indemnification  shall survive
          the termination of this  Agreement,  and the resignation of the Escrow
          Agent.   The  costs  and   expenses   of   enforcing   this  right  of
          indemnification shall also be paid by the Pooling Shareholders.

9. Successor Escrow Agent. In the event the Escrow Agent becomes  unavailable or
unwilling to continue as escrow agent under this Agreement, the Escrow Agent may
resign and be discharged from its duties and obligations hereunder by giving its
written  resignation to the parties to this Agreement.  Such  resignation  shall
take  effect not less than 30  calendar  days  after it is given to all  parties
hereto.  E*Comnetrix may appoint a successor Escrow Agent reasonably  acceptable
to the Shareholder  Agent.  The successor Escrow Agent shall execute and deliver
to the  retiring  Escrow  Agent  and the  other  parties  hereto  an  instrument
accepting  such  appointment,  and the  successor  Escrow Agent  shall,  without
further acts, be vested with all the estates, property rights, powers and duties
of the predecessor  Escrow Agent as if originally  named as Escrow Agent herein.
The  Escrow  Agent  shall  act in  accordance  with  written  instructions  from
E*Comnetrix as to the transfer of the Escrow Fund to a successor escrow agent.

10.  Shareholders'  Agent.  By virtue of their  execution  and  delivery of this
Agreement, the Pooling Shareholders have approved the indemnification and escrow
terms set forth  herein  and  agreed to  appoint  Robert  Dumper as the  initial
Shareholders'   Agent,   subject  to  change  by  a  majority   of  the  Pooling
Shareholders,  to give and receive  notices  and  communications,  to  authorize
delivery to E*Comnetrix of E*Comnetrix  Shares,  cash or other property from the
Escrow Fund, to object to such deliveries,  to agree to,  negotiate,  enter into
settlements  and  compromises  of, and demand  dispute  resolution  pursuant  to
Section  4(c),  (d),  (e) and (f) of this  Agreement  and comply  with orders of
courts and awards of  arbitrators  with respect to such claims,  and to take all
actions necessary or appropriate in the judgment of the Shareholders'  Agent for
the  accomplishment of the foregoing subject to the prior approval by a majority
vote of the  following  Pooling  Shareholders  each of which  has the  following
number of votes; Joseph Karwat, two votes; William Reed, one vote; Eric Karlson,
one  vote;  Robert  Dumper,   one  vote,   notwithstanding   the  foregoing  the
Shareholder's Agent shall be authorized to take any and all actions necessary to
comply  with  orders  of courts  and  awards of  arbitrators  without  the prior
approval by a majority vote of the named Pooling Shareholders. The Shareholders'
Agent  shall  not be  responsible  for any  act  done or  omitted  hereunder  as
Shareholders' Agent while acting in good faith and in the exercise of reasonable
judgment.  The  Shareholders'  Agent  shall be held  harmless  against any loss,
liability or expense  incurred  without gross  negligence,  bad faith or willful
misconduct  on the part of the  Shareholders'  Agent  and  arising  out of or in
connection with the acceptance or administration  of the

                                       9
<PAGE>

Shareholders'  Agent's  duties  hereunder,  including  the  reasonable  fees and
expenses  of  any  legal  counsel  or  other   professionals   retained  by  the
Shareholders' Agent.

11.  Notices.  Any notice or other  communication  required or  permitted  to be
delivered  to any party  under this  Agreement  shall be in writing and shall be
deemed properly  delivered,  given and received when delivered  personally or by
commercial  mail  (return  receipt   requested)  or  sent  via  facsimile  (with
confirmation of receipt) to the address or facsimile  telephone number set forth
below (or to such other  address  or  facsimile  telephone  number as such party
shall have specified in a written notice given to the other parties hereto):

         To the Escrow Agent:

                           1970 Broadway Ste. 1200
                           Oakland, California 94612
                           Attention:  Sanford H. Margolin
                           Telephone:  (510) 451-4114
                           Facsimile:  (510) 451-4115

         To E*Comnetrix:

                           Mark M. Smith
                           President
                           Telephone:  866. 326.6638
                           Facsimile:  415.331.9855

                           To the  Pooling  Shareholders  at the  addresses  set
                           forth  beside  each  Pooling  Shareholder's  name  on
                           Schedule A.

All notices and other  communications  given to any party  hereto in  accordance
with the provisions of this Agreement  shall be deemed to have been given on the
date of receipt if  delivered by hand or overnight  courier  service,  or on the
date five  calendar  days after  dispatch by  certified  or  registered  mail if
mailed,  in each case delivered or mailed (properly  addressed) to such party as
provided in this Section or in accordance  with the latest  unrevised  direction
from such party given in accordance with this Section.  Any address or addressee
specified above may be changed by notice to the other parties in accordance with
this Section.

The Escrow Agent may assume that any Officer's  Certificate,  Claim Objection or
other  notice of any kind  required to be  delivered to the Escrow Agent and any
other person has been  received by such other person if it has been  received by
the Escrow  Agent,  but the Escrow  Agent need not  inquire  into or verify such
receipt.  Notices or  communications  to or from the  Shareholders'  Agent shall
constitute notice to or from each of the Pooling Shareholders .

12.      Miscellaneous.

          (a)  Headings. The underlined headings contained in this Agreement are
               for  convenience of reference  only,  shall not be deemed to be a
               part of this Agreement and shall not be referred to in connection
               with the construction or interpretation of this Agreement.

          (b)  Counterparts.  This  Agreement  may be executed by  facsimile  in
               several counterparts,  including counterparts by facsimile,  each
               of which  shall  constitute  an original  and all of which,  when
               taken together, shall constitute one agreement.

                                       10
<PAGE>

          (c)  Governing  Law and Venue.  This  Agreement  shall be construed in
               accordance  with,  and  governed in all respects by, the internal
               laws  of the  State  of  California  (without  giving  effect  to
               principles of conflicts of laws),  and the parties agree that any
               action  relating  to  this  Agreement  shall  be  instituted  and
               prosecuted  in the  court  of  the  County  of  Marin,  State  of
               California, and each party waives the right to change of venue.

          (d)  Successors and Assigns This Agreement  shall be binding upon each
               of the  parties  hereto  and each of their  respective  permitted
               successors and assigns, if any. No Pooling Shareholder may assign
               such Pooling  Shareholder's  rights under this Agreement  without
               the  express  prior  written  consent of  E*Comnetrix,  provided,
               however,  that (i) upon the death of a Pooling Shareholder,  such
               Pooling  Shareholder's  rights  under  this  Agreement  shall  be
               transferred   to  the   person(s)   who  receive   such   Pooling
               Shareholder's  E*Comnetrix  Shares  under the laws of descent and
               distribution  and (ii) a  Pooling  Shareholder  may  assign  such
               Shareholder's  rights under this  Agreement  to any  organization
               qualified under Section 501(c)(3) of the Internal Revenue Code to
               which  the  Shareholder   transfers   E*Comnetrix  Shares  or  in
               connection with an estate planning  transaction.  Nothing in this
               Agreement  is intended  to confer,  or shall be deemed to confer,
               any rights or remedies  upon any person or entity  other than the
               parties hereto and their permitted  successors and assigns.  This
               Agreement shall inure to the benefit of: the Shareholders'  Agent
               and the Pooling Shareholders;  E*Comnetrix;  Escrow Agent and the
               respective successors and assigns, if any, of the foregoing.

          (e)  Waiver.  No  failure on the part of any  Person to  exercise  any
               power,  right,  privilege or remedy under this Agreement,  and no
               delay on the part of any Person in exercising  any power,  right,
               privilege  or remedy  under this  Agreement,  shall  operate as a
               waiver of such power,  right,  privilege or remedy; and no single
               or partial exercise of any such power, right, privilege or remedy
               shall  preclude any other or further  exercise  thereof or of any
               other  power,  right,  privilege  or remedy.  No person  shall be
               deemed to have waived any claim arising out of this Agreement, or
               any power,  right,  privilege  or remedy  under  this  Agreement,
               unless the  waiver of such  claim,  power,  right,  privilege  or
               remedy  is  expressly  set  forth in a  written  instrument  duly
               executed and  delivered  on behalf of such  person;  and any such
               waiver shall not be  applicable  or have any effect except in the
               specific instance in which it is given.

          (f)  Amendments.  This Agreement may not be amended, modified, altered
               or supplemented  other than by means of a written instrument duly
               executed and delivered on behalf of the party or parties  against
               whom  the same is to be  enforced;  provided,  however,  that any
               amendment duly executed and delivered by the Shareholders'  Agent
               shall be deemed to have been duly  executed and  delivered by all
               of the Pooling  Shareholders and provided  further however,  that
               E*Comnetrix  may amend this  Agreement  solely to add  additional
               parties to Exhibit A upon  execution of a  counterpart  signature
               page of this Agreement.

          (g)  Severability.  In the event that any provision of this Agreement,
               or the  application of any such provision to any Person or set of
               circumstances,  shall be determined to be invalid, unlawful, void
               or unenforceable to any extent,  the remainder of this Agreement,
               and the application of such provision to Persons or circumstances
               other  than  those as to which it is  determined  to be  invalid,
               unlawful,  void  or  unenforceable,  shall  not  be  impaired  or
               otherwise affected and shall continue to be valid and enforceable
               to the fullest extent permitted by law.

                                       11
<PAGE>

          (h)  Entire  Agreement.   This  Agreement  and  the  other  agreements
               referred  to herein  set forth the  entire  understanding  of the
               parties hereto  relating to the subject matter hereof and thereof
               and supersede all prior  agreements and  understandings  among or
               between any of the parties  relating to the subject matter hereof
               and thereof.

          (i)  Waiver  of  Jury  Trial.   Each  of  the  parties  hereto  hereby
               irrevocably  waives  any and all  right  to  trial by jury in any
               legal  proceeding  arising out of or related to this Agreement or
               the transactions contemplated hereby.

          (j)  Tax Reporting Information and Certification of Tax Identification
               Numbers.


               (i)  The parties hereto agree that,  for tax reporting  purposes,
                    all   interest,   dividends   or  other   income,   if  any,
                    attributable  to the Escrow  Shares or any other amount held
                    in escrow by the Escrow  Agent  pursuant  to this  Agreement
                    shall be allocable to the Pooling Shareholders in accordance
                    with their percentage interests in the Escrow Fund set forth
                    in Exhibit A.

               (ii) Each of the Pooling Shareholders agree to provide the Escrow
                    Agent with certified tax identification  numbers for each of
                    them by furnishing  appropriate  forms W-9 (or Forms W-8, in
                    the  case of  non-U.S.  persons)  and any  other  forms  and
                    documents  that the  Escrow  Agent  may  reasonably  request
                    (collectively,  "Tax Reporting Documentation") to the Escrow
                    Agent  within 30 calendar  days after the date  hereof.  The
                    parties  hereto  understand  that,  if  such  Tax  Reporting
                    Documentation  is not so certified to the Escrow Agent,  the
                    Escrow Agent shall be required by the Internal Revenue Code,
                    as it may be  amended  from  time to  time,  to  withhold  a
                    portion of any interest,  dividend or other income earned on
                    the  investment  of  monies  or other  property  held by the
                    Escrow Agent pursuant to this Agreement.

          (k)  Construction.  For  purposes  of  this  Agreement,  whenever  the
               context  requires:  the singular number shall include the plural,
               and vice versa;  the masculine  gender shall include the feminine
               and  neuter  genders;  the  feminine  gender  shall  include  the
               masculine and neuter genders; and the neuter gender shall include
               the masculine and feminine genders. The parties hereto agree that
               any rule of construction to the effect that ambiguities are to be
               resolved  against the drafting  party shall not be applied in the
               construction or interpretation of this Agreement. As used in this
               Agreement,  the words "include" and  "including,"  and variations
               thereof,  shall  not be  deemed  to be terms of  limitation,  but
               rather  shall be deemed  to be  followed  by the  words  "without
               limitation."

          IN WITNESS  WHEREOF,  the parties have duly executed this Agreement as
          of the day and year first above written.

                                       12
<PAGE>





SIGNED, SEALED & DELIVERED                 )
by Joseph Karwat in the presence of:       )
                                           )
___________________________________        )
Signature of Witness                       )
                                           )    Joseph Karwat
Name:                                      )
       --------------------------------
                                           )
Address:                                   )
          -----------------------------
                                           )
----------------------------------------   )
Occupation:                                )
             --------------------------


SIGNED, SEALED & DELIVERED by               )
Jacob Butcher in the presence of:           )
                                            )
________________________________________    )
Signature of Witness                        )
                                            )   Jacob Butcher
Name:                                       )
       ---------------------------------
                                            )
Address:                                    )
          ------------------------------
                                            )
----------------------------------------    )
Occupation:                                 )
             ---------------------------


SIGNED, SEALED & DELIVERED by               )
Robert Dumper in the presence of:           )
                                            )
________________________________________    )
Signature of Witness                        )
                                            )   Robert Dumper
Name:                                       )
       ---------------------------------
                                            )
Address:                                    )
          ------------------------------
                                            )
-----------------------------------------   )
Occupation:                                 )
             ---------------------------



                                       13
<PAGE>

SIGNED, SEALED & DELIVERED by               )
Golda Gorokin Morganster in the presence of:)
                                            )
________________________________________    )
Signature of Witness                        )
                                            )  Golda Gorokin Morganster
Name:                                       )
       ---------------------------------
                                            )
Address:                                    )
          ------------------------------
                                            )
-----------------------------------------   )
Occupation:                                 )
             ---------------------------

SIGNED, SEALED & DELIVERED by               )
Robert Hoffman in the presence of:          )
                                            )
________________________________________    )
Signature of Witness                        )
                                            )   Robert Hoffman
Name:                                       )
       ---------------------------------
                                            )
Address:                                    )
          ------------------------------
                                            )
-----------------------------------------   )
Occupation:                                 )
             ---------------------------


SIGNED, SEALED & DELIVERED by               )
Alec Karlson in the presence of:            )
                                            )
________________________________________    )
Signature of Witness                        )
                                            )   Alec Karlson
Name:                                       )
       ---------------------------------
                                            )
Address:                                    )
          ------------------------------
                                            )
-----------------------------------------   )
Occupation:                                 )
             ---------------------------



                                       14
<PAGE>

SIGNED, SEALED & DELIVERED by               )
Eric Karlson in the presence of:            )
                                            )
________________________________________    )
Signature of Witness                        )
                                            )  Eric Karlson
Name:                                       )
       ---------------------------------
                                            )
Address:                                    )
          ------------------------------
                                            )
-----------------------------------------   )
Occupation:                                 )
             ---------------------------


SIGNED, SEALED & DELIVERED by               )
James Moore in the presence of:             )
                                            )
________________________________________    )
Signature of Witness                        )
                                            )   James Moore
Name:                                       )
       ---------------------------------
                                            )
Address:                                    )
          ------------------------------
                                            )
-----------------------------------------   )
Occupation:                                 )
             ---------------------------

SIGNED, SEALED & DELIVERED by               )
William Reed in the presence of:            )
                                            )
________________________________________    )
Signature of Witness                        )
                                            )   William Reed
Name:                                       )
       ---------------------------------
                                            )
Address:                                    )
          ------------------------------
                                            )
-----------------------------------------   )
Occupation:                                 )
             ---------------------------



                                       15
<PAGE>


EXECUTED by Exstream Data, Inc. by:


/s/ [Illegible]
Joseph Karwat
President



EXECUTED by E*Comnetrix Inc.


/s/ [Illegible]
Mark Smith
President


EXECUTED by Escrow Agent


/s/ [Illegible]
Sanford H Margolin



                                       16
<PAGE>



Schedule A


--------------------------------------------------------------------------------
SHAREHOLDER     ESCROWED SHARES        ADDRESS            PRO RATA PERCENTAGE
                                                        INTEREST IN ESCROW FUND
--------------------------------------------------------------------------------
                                326 Camille Ct. Apt#2           0.39%
Jacob Butcher       5,438       Mountain View, CA 94040
--------------------------------------------------------------------------------
Robert Dumper      32,630       51 StarKnoll Place              2.33%
                                Oakland, CA  94618
--------------------------------------------------------------------------------
                                2505 East Ave. #508             1.32%
Golda Morganster   18,490       Rochester, NY 14610
--------------------------------------------------------------------------------
Robert Hoffman     13,596       109 Via Sevilla                 0.97%
                                Redondo Beach, CA 90277
--------------------------------------------------------------------------------
Alec Karlson        1,088       8433 South Side Blvd #1814      0.07%
                                Jacksonville, FL 32256
--------------------------------------------------------------------------------
Eric Karlson      130,520       617 Baywood Rd.                 9.32%
                                Almeda, CA 94502
--------------------------------------------------------------------------------
                                1868 Drake St.                 63.89%
Joseph Karwat     894,529       Oakland, CA 94611
--------------------------------------------------------------------------------
James Moore         5,438       868 Beryl St.                   0.39%
                                San Diego, CA 92109
--------------------------------------------------------------------------------
                                935 Blemer Rd.                 21.31%
William Reed      298,271       Danville, CA 94526
--------------------------------------------------------------------------------




                                       17
<PAGE>



Schedule B

Escrow Fees and Expenses

NONE