FUND ESCROW AGREEMENT
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     THIS FUND ESCROW AGREEMENT (the  "Agreement") is made and entered into this
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5th day of December,  2001, by and between PACIFIC INTERMEDIA,  INC., a Colorado
corporation (the "Company"),  1550 South Carr Street, Lakewood,  Colorado 80232,
and CITYWIDE BANKS, a national banking association,  8101 East Belleview Avenue,
Denver, Colorado 80237 (the "Escrow Agent").

     WHEREAS,  the Company desires to make an offering to the public of $100,000
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worth of shares (the  "Shares") of the Company's  common stock,  $.001 par value
per share (the "Common Stock"),  on a $50,000 "best efforts,  all-or-none" basis
and an additional $50,000 worth of shares of Common Stock on a best efforts only
basis,  under an arrangement  whereby all Shares are to be offered to the public
through  the  executive  officers  and  directors  of the Company in an offering
conducted pursuant to a Registration  Statement on Form SB-2 filed with the U.S.
Securities  and Exchange  Commission  under Section 5 of the  Securities  Act of
1933, as amended, and Section 11-51-308(1)(p) of the Colorado Securities Act, as
amended (the "Public Offering"); and

     WHEREAS,  the parties wish to enter into an agreement pursuant to which the
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gross  proceeds  from the first  $50,000 worth of shares of Common Stock sold in
the Public  Offering  would be impounded in escrow,  which gross proceeds may be
released  to the  Company  only in the event of the sale of a minimum of $50,000
worth of shares of Common Stock within the time set forth herein and, otherwise,
the  escrowed  gross  proceeds  are to be  returned  by the Escrow  Agent to the
subscribers  without  deduction for commissions or expenses and without interest
thereon; and

     WHEREAS, the Company and the Escrow Agent desire to enter into an agreement
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with respect to the above-described escrow;

     NOW,  THEREFORE,  in consideration of the foregoing and the mutual promises
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and covenants contained herein, IT IS HEREBY AGREED as follows:
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     1.   The  Company  shall deliver to the Escrow  Agent, by noon  of the next
business day following receipt thereof,  all proceeds from the sale of the first
$50,000  worth of shares of Common Stock sold in the Public  Offering,  together
with a written account of the sales setting forth, among other things, the names
and addresses of the subscribers, the number of shares of Common Stock purchased
by each,  the  amount  paid  therefor,  the date of the  sale  and  whether  the
consideration received was in the form of cash or evidenced by a check.

     2.   All  money  delivered to  the  Escrow  Agent pursuant  hereto shall be
deposited  immediately by the Escrow Agent into a separate  non-interest bearing
account  described  as the  "Pacific  InterMedia,  Inc. - Citywide  Banks Escrow
Acount" (the "Escrow  Account")  and shall be made payable to "Citywide  Banks -
Escrow Agent." The Escrow  Account shall be created and  maintained  pursuant to
the rules and regulations of the Escrow Agent pertaining to such accounts.




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     3.   During  the  Escrow  Period (as  hereinafter  defined),  none  of  the
amounts deposited in the Escrow Account shall become the property of the Company
or any other  entity,  or be  subject  to the debts of the  Company or any other
entity, and, except as expressly provided herein with respect to payments by the
Escrow  Agent  to the  Company,  the  Escrow  Agent  shall  make  or  permit  no
disbursement from the Escrow Account.  The Escrow Agent shall not be required to
make any disbursement until all funds deposited are collected and paid.

     4.   The  Escrow  Period  shall  begin on the  date of the Prospectus  (the
"Prospectus") and shall terminate on the first to occur of the following dates:

               A.  Ninety  (90)  days  after  the  date of the  Prospectus.  The
          termination  date in the  preceding  sentence  may be  extended  for a
          period of ninety (90) days at the election of the Company, with a copy
          of such notice of extension provided to the Escrow Agent.

               B. The date upon which gross proceeds of $50,000 from the sale of
          shares of Common Stock have been  deposited  with the Escrow Agent and
          are collected and paid.

               C. At the  election of the Company  with a copy of such notice of
          termination provided to the Escrow Agent.

     5.   In the event that the Escrow Period  terminates pursuant to  paragraph
4.A.  or 4.C.  above,  the  Escrow  Agent,  on the basis of its  records,  shall
promptly  return  to each of the  subscribers  the  amount  paid by them for the
purchase of the shares of Common Stock  collected by the Escrow  Agent,  without
interest or deduction.  Each amount paid or payable to each subscriber  pursuant
to this paragraph  shall be deemed to be the property of each  subscriber,  free
and clear of any or all claims of the  Company or of any of its  creditors,  and
the  respective  agreements  to  purchase  the shares of Common  Stock made with
respect to the Public Offering shall thereupon be deemed to be canceled  without
any further  liability of said subscribers to pay for the shares of Common Stock
purchased.  The Escrow  Agent shall be required to make such payment only to the
person named in the written  account of each sale to be furnished by the Company
pursuant to  paragraph 1 hereof at the address  given in such  written  account.
With regard to any funds  payable to  subscribers  that the Escrow  Agent cannot
disburse to said subscribers because the address given in the written account is
defective or that the Escrow Agent  cannot,  for any other  reason,  disburse to
said  subscribers,  the Escrow  Agent  shall at its  option and sole  discretion
either:  (a)  deposit  said  funds with the Clerk of the  District  Court of the
County of Arapahoe, State of Colorado, and interplead the parties hereto, or (b)
pay said funds to the Company at its  principal  place of business at 1550 South
Carr Street,  Lakewood,  Colorado 80232, no later than thirty (30) calendar days
after the  termination of the Escrow Period.  Upon so depositing  such funds and
filing its complaint in interpleader  under subparagraph (a) of this paragraph 5
or upon making payment to the Company under  subparagraph  (b) of this paragraph
5, the Escrow Agent shall be completely discharged and released from all further
liability  under  the  terms  hereof.  If the  Escrow  Agent  elects  to  invoke



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subparagraph (a) of this paragraph 5, the parties hereto, for themselves,  their
heirs,  successors and assigns,  do hereby submit themselves to the jurisdiction
of said Court and do hereby  appoint  the Clerk of said Court as their agent for
service of all  process in  connection  with the  proceeding  mentioned  in this
paragraph.  The Escrow  Agent shall be entitled  to recover  from the  interpled
funds all attorneys' fees and costs associated with the interpleader action.

     6.   In the event the Escrow Period terminates pursuant to paragraph  4.B.,
the Escrow  Agent shall pay over to the Company all funds in the Escrow  Account
without interest thereon or deduction therefrom as promptly as possible,  but in
no event later than ten (10)  business  days after such  termination  and on the
basis of its records,  in  accordance  with written  instructions  to the Escrow
Agent,  which shall specify the date, time and place of delivery of the proceeds
and the amount of the  proceeds to be paid to the  Company.  At such time as the
Escrow Agent shall have made the payments and  remittances  provided for in this
paragraph,  the Escrow Agent shall be completely  discharged and released of any
and all further liabilities and responsibilities hereunder.

     7.   The Company shall give the Escrow  Agent notice of the date upon which
the Public Offering will commence.

     8.   The Escrow Agent, in its actions pursuant to this Agreement,  shall be
fully protected in every reasonable exercise of its discretion and shall have no
obligations hereunder to the Company, or to any other party, except as expressly
set forth herein. This Agreement is made between the signatory parties only.

     9.   The  Escrow  Agent  shall  have no  obligation  to  invest  any of the
deposited funds or to pay interest thereon.

     10.  The Escrow  Agent shall not issue any  certificate  of  deposit, stock
certificate,  or any other  instrument or document  representing any interest in
the  deposited  funds.  The Escrow  Agent shall not be  responsible  for fees in
conjunction with the issuance or transfer of the shares of Common Stock.

     11.  The  Company  shall  provide  to  the  Escrow  Agent  all  information
necessary to facilitate the  administration  of this  Agreement,  and the Escrow
Agent may rely upon any such  information  provided.  In  performing  any of its
duties hereunder, the Escrow Agent shall not incur any liability for any claims,
damages,  losses,  costs,  or expenses,  except for willful  misconduct or gross
negligence, and it shall, accordingly, not incur any such liability with respect
to (i) any action  taken or omitted  in good  faith upon  advice of its  counsel
given with respect to any questions relating to the duties and  responsibilities
of the Escrow Agent under this Agreement, or (ii) any action taken or omitted in
reliance upon any instrument, including the written notices provided for herein,
not only as to its due  execution  and the  validity  and  effectiveness  of its
provisions,  but also as to the truth and accuracy of any information  contained
therein, which the Escrow Agent shall in good faith believe to be genuine.






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     12.  The Company shall indemnify and hold harmless the Escrow Agent against
any and all losses,  claims,  damages,  liabilities,  costs of investigation and
attorneys' fees and  disbursements  that may be imposed upon the Escrow Agent or
incurred  by the  Escrow  Agent  hereunder  in  the  performance  of its  duties
hereunder, including any litigation arising from this Agreement, whether arising
from any  interpleader  action under  paragraph 5(a) or 13(a), or from any other
suit or  court  proceeding  arising  in any  other  way from  the  Agreement  or
involving the subject matter hereof.

     13.  If at any time a dispute  shall exist as to the  duties of the  Escrow
Agent  or the  terms  hereof,  or if the  Escrow  Agent  fails  to  receive  the
instructions  required  in  paragraph  6 within  fifteen  (15)  days  after  the
termination of the Escrow Period under paragraph 4, the Escrow Agent may, in its
sole discretion,  either:  (a) deposit said funds with the Clerk of the District
Court of the  County of  Arapahoe,  State of  Colorado  and may  interplead  the
parties  hereto,  or (b) pay said funds to the Company at its principal place of
business at 1550 South Carr Street, Lakewood, Colorado 80232; provided, however,
that if the dispute  shall occur prior to the  termination  of the Escrow Period
pursuant to Paragraph  4.B.  above and the Escrow Agent desires to terminate its
services under the terms of this Agreement,  then, and in that event, the Escrow
Agent  shall  return to each of the  subscribers  the amount paid by him for the
purchase of the shares of Common Stock  collected by the Escrow  Agent,  without
interest or  deduction,  in the manner as provided  in  paragraph 5 hereof.  The
parties hereto,  for themselves,  their heirs,  successors and assigns do hereby
submit  themselves to the  jurisdiction  of said Court and do hereby appoint the
Clerk of said Court as their agent for service of all process in connection with
the preceding mentioned in this paragraph. The Escrow Agent shall be entitled to
recover from the interpled funds all attorneys'  fees and costs  associated with
the interpleader action.

     14.  The  Escrow  Agent is hereby  expressly  authorized  and  directed  to
disregard any and all notices or warnings given by the Company, other than those
notices and warnings  specifically called for in the Agreement,  or by any other
person or corporation,  excepting only orders or process of court, and is hereby
expressly authorized to comply with and obey any and all orders,  judgments,  or
decrees of any court,  and in case the Escrow  Agent obeys or complies  with any
such  order,  judgment,  or decree of any  court,  it shall not be liable to the
Company  or to any  other  person,  firm,  or  corporation  by  reason  of  such
compliance,  notwithstanding  that any such  order,  judgment  or decree  may be
subsequently  reversed,  modified,  annulled,  set aside or vacated, or found to
have been entered without jurisdiction.

     15.  The Company shall pay the Escrow Agent a non-refundable  fee of $1,000
upon the  execution  of this  Agreement.  In the event  that this  Agreement  is
terminated  in such a manner as to cause funds to be  returned  to the  original
investors, the Company agrees to pay the Escrow Agent an additional fee of $5.00
per returned check to investors.

     16.  This  Agreement constitutes  an integrated  contract and is the entire
agreement  between  the  parties.  No  parole  evidence  may  be  considered  in
determining  the  meaning  of any  term  used  herein  or in  interpreting  this
Agreement.




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     17.  All notices, demands,  or requests  required or  authorized  hereunder
shall be deemed given  sufficiently if in writing and sent by registered mail or
certified mail,  return receipt  requested and postage  prepaid,  or sent telex,
telegram, or cable to:

     In case of the Company:

               PACIFIC INTERMEDIA, INC.
               1550 South Carr Street
               Lakewood, Colorado  80232
               Attention:  Mr. David B. Lukens, President

      with a copy to:

               PATRICIA CUDD, ESQ.
               Cudd & Associates
               12441 West 49th Avenue, Suite #1-A
               Wheat Ridge, Colorado  80033

     In case of the Escrow Agent:

               CITYWIDE BANKS
               8101 East Belleview Avenue
               Denver, Colorado  80237

     18.  This Agreement  shall be governed and  interpreted  by the laws of the
State of Colorado.


     IN WITNESS  WHEREOF,  the Company and the Escrow Agent have  executed  this
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Escrow Agreement on the day and year first above written.


THE COMPANY:                                THE ESCROW AGENT:

PACIFIC INTERMEDIA, INC.                    CITYWIDE BANKS, N.A.




By: /s/ David B. Lukens                     By:
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          David B. Lukens, President            Candice L. White, Vice President















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