WorldSage, Inc. ("WorldSage"), a Delaware privately-held corporation, and GLOBALMEDIA.COM ("Global"), a Nevada-based company whose shares are publicly quoted for sale on the Pink Sheets, today announced they have entered into a definitive merger agreement ("Merger Agreement") providing for the merger of WorldSage with and into Global ("Merger"). The Boards of Directors and a majority of the shareholders of both WorldSage and Global have approved the transaction. Under the terms of the Merger Agreement, Global has changed its name to "WorldSage, Inc." and Global's stock now trades on the Pink Sheets under the symbol "WSGI.PK", changed from its prior symbol "GLMC.PK", effective October 27, 2006. In connection with the execution of the Merger Agreement, the Chief Executive Officer of WorldSage, John Grillos, has been appointed as Chief Executive Officer and President of Global, and the Chief Financial Officer of WorldSage, Michael McTeigue, has been appointed as Chief Financial Officer of Global. Laird Q. Cagan, a member of WorldSage's Board of Directors and a controlling shareholder of Global, was also appointed as a member of the Board of Directors of Global, joining the previous sole director of Global, Kevin P. Friesen. Also in anticipation of the Merger, the outstanding shares of Global have been reverse split on a 500:1 basis, resulting in approximately 350,358 shares of Global currently issued and outstanding. Upon entry into the Merger Agreement, Global also issued a secured promissory note with a one-year term bearing simple interest at six percent per annum to Mr. Cagan, in exchange for a senior secured loan in the amount of $3,000,000 to fund the new operational expenses of Global and WorldSage until the closing of the Merger or the termination of the Merger Agreement.

The closing of the Merger is scheduled to occur on or before March 31, 2007, contingent upon the occurrence of customary conditions to closing and a number of other events, including Global's receipt of certain additional capital commitments and WorldSage's consummation of the acquisition of the majority interest of a private, for-profit post-secondary educational institution. Upon the closing of the Merger, each of the 21,600,000 shares of WorldSage stock which are issued and outstanding shall automatically be converted into the right to receive one (1) share of Global stock (on a post- reverse stock basis), and Global shall continue as the surviving corporation. This would result in WorldSage stockholders owning approximately 98.4 percent of Global at the closing of the Merger, assuming the current numbers of issued and outstanding stock of WorldSage and Global remain unchanged prior to the closing of the Merger and without taking into account any additional shares which may be issued in connection with capital raising activities. Upon closing of the Merger, Global shall purchase from Mr. Cagan all of the pre- closing shares of Global held by Mr. Cagan for the amount of $140,000, which is the amount for which Mr. Cagan purchased such shares pre-closing in order to obtain a controlling interest in Global. In the event that the Merger is not consummated with WorldSage, Global shall change its name and its current executive officers and then discontinue the pursuit of the WorldSage business.

Global is a development stage Nevada corporation founded in 1997, and its shares are currently quoted for sale on the Pink Sheets under the trading symbol "WSGI.PK." Global has not had significant business operations during the last six years. Following the execution of the Merger Agreement, the combined Global-WorldSage entity intends to proceed with the implementation of the WorldSage business plan of combining the bricks and mortar acquisition strategy of Laureate Education with the online growth strategy of the Apollo Group. WorldSage plans to be the first company to do so at scale in the European Union ("E.U."). The combined entity also anticipates acquiring private, for-profit post-secondary educational institutions in other select geographies worldwide. WorldSage intends to fund its acquisition strategy through access to private funding sources, the United States public markets and the issuance of the company's securities.

WorldSage is a newly-formed development stage Delaware corporation that has not conducted any business operations or had any revenues to date. Accordingly, there is no prior operating history by which to evaluate the likelihood of WorldSage's success or its ability to exist as a "going concern." WorldSage may never complete the acquisition of a post-secondary European educational institution, and WorldSage may not be able to generate sufficient revenues to become profitable. WorldSage currently has no operating capital and relies on Global to advance operating expenses until the Merger is either consummated or terminated. The WorldSage business plan is to create a leading system of accredited campus-based and online post-secondary education colleges and institutions in the E.U., the United States, and other international markets.

WorldSage's management has initiated acquisition discussions with more than 20 school systems in the E.U. with estimated combined revenues of $1 billion and EBITDA exceeding $200 million. WorldSage believes these schools are leaders in their local markets, including among the largest private post- secondary education systems in their respective E.U. countries. These 20 school systems operate in 10 of the 25 E.U. countries and range in size from approximately $7 million to over $100 million in revenues. These acquisition candidates have some or all of the following attributes:

-- They are accredited in their markets.

-- They offer degree programs from bachelors through Ph.D.

-- They focus on working adults.

-- They offer professional and career oriented programs (e.g. MBA).

-- Their owners have close ties to employers that aid their students in

procuring jobs and ensuring that their educational programs fit with

the needs of those employers.

-- Their owners are creative entrepreneurs who have demonstrated their

ability to grow and prosper in markets where public systems charge

little or no tuition.

WorldSage expects to purchase qualifying schools with a combination of cash and WorldSage/Global stock. WorldSage anticipates that the offer of its U.S. publicly-traded stock as consideration for the purchase of qualifying schools will offer private school owners the possibility of increased returns, and is expected to create valuable differentiation versus private equity firms and others potential acquirers offering only "cash" consideration.

WorldSage envisions building a global brand with physical and virtual presence accessible in most areas of the world. The schools with which WorldSage is currently in discussions and on which it is focusing its acquisition efforts share a common vision of supporting life-long and workplace learning, and career services such as placement, human skill development, and applied research.

WorldSage management envisions the possibility of organic growth and improved efficiencies of acquired schools through deployment of common systems and processes for administration, student recruitment and retention, and program development. WorldSage also expects on-line degree programs to be an important contributor to growth, by providing individual schools with additional academic programs, time-shifted learning opportunities, and increased geographical reach. WorldSage plans to purchase or license courses and degree programs through branded partners in the U.S. and E.U., who could provide WorldSage schools the ability to award local degrees for licensed online programs as well as dual degrees to students desiring the marketability of a U.S. or E.U. degree.

Global's principal executive offices are now located at the office of WorldSage at 10600 N. DeAnza Blvd., Suite 250, Cupertino, California 95014. WorldSage and Global can be reached by telephone at (408) 307-3313. Global does not operate a website. WorldSage's website is http://www.worldsage.com.

Set forth below is information regarding the board of executive officers and directors of WorldSage.

Officers of WorldSage

John Grillos, Co-Founder, President and Chief Executive Officer

Mr. Grillos, 64, co-founded WorldSage with the vision of creating a world class private higher education system, a system focused on career relevance and professional life-long support for graduates, and one that utilizes technology to enhance the learning experience and access for students. Mr. Grillos has been involved in the information technology and education industries for over 30 years as both a principal and investor. He has served since 1996 as a Managing General Partner and Director of ITech Partners, L.P., a venture capital fund located in Menlo Park, California, which he founded, and has served since 2004 as Chairman of Transware PLC, a full-service provider of integrated globalization services located in Pleasanton, California. Mr. Grillos formerly served as a Managing Director at Robertson Stephens and Company, an investment bank venture capital firm located in Menlo Park, California, from 1988 through 1996, and with MVC Capital, Inc., a public venture capital fund founded by Mr. Grillos and located in Purchase, New York, as its Chief Executive Officer from 2000 through 2002 and Chairman of the Board from 2000 to 2003. From 1999 until 2002, Mr. Grillos served as Managing Member of Draper Fisher Jurvetson MeVC Management Company, LLC, an investment advisory firm located in Menlo Park, California. Mr. Grillos also served from 1993 until 2002 as a Director of SmartForce PLC (formerly CBT Systems), an e- learning software company that merged into Ireland-based SkillSoft Corporation in 2002, and also served as its Chief Operating Officer from 1998 until 1999. Mr. Grillos has also served since 2001 as a Director of FolioFN, Inc., an early stage financial services company located in Vienna, Virginia, and as a director of eVineyard, Inc. (now Wine.com, Inc.), an online wine retailer based in San Francisco, California, from 1999 to 2002 and as its Chairman of the Board from 1999 through 2001.

In connection with his roles as executive officer and/or director of SmartForce PLC (formerly CBT Systems), Mr. Grillos was named as a co-defendant in two shareholder lawsuits filed against the company. The first, In re CBT Group PLC Securities Litigation, was filed in 1998 in the United States District Court of the Northern District of California (case number C-98-21014- RMW), alleging violations of the federal securities laws, including misrepresentation or omission of material facts regarding the company's business and financial condition and prospects. CBT Systems reached a settlement with the shareholders which the court approved, and the litigation was dismissed with prejudice in 2004. The second shareholder lawsuit was a consolidation of six shareholder lawsuits under the caption In re SmartForce Securities Litigation in the United States District Court of the District of New Hampshire (case number 02-CV-544-B), which alleged that SmartForce misrepresented or omitted to state material facts in its SEC filings and press releases regarding its revenues and earnings and failed to correct such information, which are alleged to have artificially inflated the price of the company's securities. SmartForce reached a settlement with the shareholders which the court approved, and the litigation was dismissed with prejudice in 2004. In addition, in connection with his role as director of meVC Draper Fisher Jurvetson Fund I, Inc. (the "Fund"), Mr. Grillos was named as a co- defendant in a 2002 shareholder litigation filed in the Court of Chancery of the State of Delaware, wherein the plaintiff sought to invalidate the elections of Fund directors at the 2001 and 2002 annual meetings on grounds that the proxy solicitations were materially false and misleading, primarily due to the Fund's failure to disclose the existence of certain relationships between Mr. Grillos (an inside director) and two independent directors, stemming from the involvement of all three directors as directors of a separate company, eVinyard, Inc. (now Wine.com, Inc.). The court granted the plaintiff's motion for summary judgment in December 2002, and ordered new elections of the three director seats that were up for election at those meetings.

Mr. Grillos has held a variety of engineering and engineering management positions with the Institute for Computer Research at the University of Chicago from 1968 through 1972, and with the Bell Labs/Western Electric Company from 1965 through 1968. He holds an MBA from the University of Chicago and a BS from Illinois Institute of Technology. He has been a guest lecturer at the University of Chicago, Illinois Institute of Technology, and Santa Clara University, and has taught mathematics in the United States Marine Corps.

Dr. Barbara Kurshan, Co-Founder and Executive Vice President

Throughout her life, Dr. Barbara Kurshan, age 58, has honed her vision of "what can be" using technology, while supporting the growth of new companies and developing new innovative software products. Dr. Kurshan co-founded WorldSage in 2006 with the vision of creating a for-profit higher education system to address educational needs for the 21st Century. Dr. Kurshan has been involved with education and technology for over 30 years. She assisted in the development of the first children's software products for Microsoft, including "Creative Writer" and "Fine Artist," and also helped to create award-winning products for McGraw-Hill, Apple, and CCC (Pearson), among other companies. As a professor, she helped students research the impact of technology on learning. Dr. Kurshan also publishes articles based on her personal research exploring women's attitudes toward technology, how kids use computers, and new ways of learning through understanding. She has been quoted in many influential journals and serves as a reviewer and advisor to research projects for the National Science Foundation and other government and business groups. Through her venture fund, Core Learning Group, she invests in companies and entrepreneurs who are impacting learning and the education industry. Her current investment focus supports those exploring creative ways to address the No Child Left Behind Act and international private higher education.

In 2006, Dr. Kurshan was appointed and continues to serve as Executive Director of Curriki -- the Global Education & Learning Community (GELC), where she is endeavoring to build a global community that will provide open source curricula just a "mouse click" away. In 1989, Dr. Kurshan founded, and currently serves as President of, Educorp Consultants Corporation, a Roanoke, Virginia-based consulting and development firm serving the strategic and investment needs of businesses and educational institutions. From 1998 through 2004, Dr. Kurshan co-founded and served as co-Chief Executive Officer of Core Learning Group, a private equity investment company located in Roanoke, Virginia, that focused on educational technology. Dr. Kurshan has served as a director to: FableVision, Inc., a multimedia and studio educational publisher located in Watertown, Massachusetts, since 2003; Headsprout, a provider of computer-based learning programs located in Seattle, Washington, from 2003 through 2006; InterScholastic Trading Company, LLC, a San Francisco, California-based seller of surplus goods from educational institutions, since 2006; and iEARN (International Education and Resource Network), a global non-profit organization of over 20,000 schools in more than 115 countries linking schools and students online, from 2003 through 2006.

Dr. Kurshan holds an Ed.D in Curriculum and Instruction with a concentration in Educational Technology from Virginia Tech University, an M.A. in Computer Science from Virginia Tech University, and a B.S. in Mathematics from Newcomb College, Tulane University. She has served as Director of Academic Computing and has taught computer science and education-related courses at Hollins College located in Roanoke, Virginia, and has taught at the Virginia Tech College of Education in Blacksburg, Virginia. From 2002 to 2004, Dr. Kurshan was appointed by Virginia Governor Mark Warner to serve on the Board of Advisors of the Virginia Business Education Partnership. Among her various honors, Dr. Kurshan received the Education Academic Society's "Making It Happen Award" in 2005, and the "Highest Leaf Award" from the Women's Venture Fund in 2005. She is also listed in "Who's Who in Technology Today."

Michael McTeigue, CFO and Vice President of Finance and Business Development

Michael McTeigue, 55, has more than twenty years' experience in the creation and management of new and emerging companies. He has been an active affiliate of Cagan McAfee Capital Partners, LLP since July 2006, and Chief Financial Officer of WorldSage since its inception in 2006. Previously, he was Vice President of Business Development for Audible Magic Corporation, a digital media company located in Los Gatos, California, serving in such capacity from 2002 to 2006. Mr. McTeigue has also served as managing partner of MLM Consulting's JumpStart division from 1997 to 2002, located in San Mateo, California, where he assisted numerous early stage technology, internet, and medical devices companies in business strategy and planning and business development. In addition, Mr. McTeigue has served as part-time Chief Operating Officer of QuantaVision, Inc. ("Quanta Vision"), a medical diagnostics imaging technology company located in San Mateo, California, from 1998 to 1999.

From 1990 through 1997, Mr. McTeigue was President and Chief Executive Officer of SportSense, Inc. ("SportSense"), a technology company focused on sports performance training, located in Mountain View California, and served in 1989 and 1990 as Vice President of Strategic Planning for Taylor Made Golf Company located in Annecy, France. From 1987 to 1989, Mr. McTeigue was co- founder, Chief Financial Officer and Vice President of Business Development for Norian Corporation ("Norian"), a medical biomaterials company located in Mountain View, California which was later sold to Synthes.

Mr. McTeigue has served on the boards of directors of Norian from 1987 to 1988, SportSense from 1990 to 1997, VoiceofDance.com, an online resource for dance located in Kentfield, California, from 2001 to 2002, and Child Advocates of Silicon Valley, a Milpitas, California-based volunteer organization supporting the needs of abused and neglected children, from 1997 to 2003.

In connection as his role as Chief Operating Officer of Quanta Vision, Mr. McTeigue was named as a co-defendant in a shareholder lawsuit filed against the company in 2004 in the United States District Court of the Southern District of New York, which was later transferred to the United States District Court of the Northern District of California (Prism Ventures LLC, et.al. v. Quanta Vision, Inc., et.al. (case number C-04-5160(CW)). Plaintiffs alleged claims, including breach of fiduciary duty, fraud, unjust enrichment and usurpation of a corporate opportunity, claiming that the defendants induced them to invest in Quanta Vision without disclosing that certain executive officers of Quanta Vision (not Mr. McTeigue) were engaged with another company, Optiva, Inc., and subsequently focused their efforts on Optiva, Inc. to the detriment of Quanta Vision. In 2005, the parties agreed to settle the claims in consideration for a cash payment by Optiva, Inc. to plaintiffs, and the parties stipulated to discontinue the action with prejudice.

Mr. McTeigue graduated Phi Beta Kappa with a BA in Psychology from UCLA and earned his MBA from Stanford University Graduate School of Business.

Board of Directors of WorldSage

John Grillos, Director (see above)

Laird Q. Cagan, Director

Mr. Laird Q. Cagan, 48, was appointed as a member of the Global Board of Directors on September 22, 2006 upon the execution of the Merger Agreement. Mr. Cagan is a co-founder and, since 2001, has been Managing Director of Cagan McAfee Capital Partners, LLC, a merchant bank based in Cupertino, California. Since 2004, Mr. Cagan has also been a Managing Director of Chadbourn Securities, Inc., a NASD licensed broker-dealer. Mr. Cagan has been Chairman of the Board of Directors of Evolution Petroleum Corporation, a Houston-based public company involved in the acquisition, exploitation, development, and production of crude oil and natural gas resources, since 2003. Mr. Cagan is a co-founder and a member of the Board of Directors of American Ethanol Inc, an ethanol company headquartered in Chicago, Illinois, since 2006. He also serves as President of Cagan Capital, LLC, a venture capital firm he formed in 1990. From 1999 to 2001, he served as Chairman and Chief Executive Officer of BarterNet Corporation, a worldwide Internet B2B exchange, from 2000 to 2004 he was a director of Real Foundations, a real estate-focused consulting firm, and from 2005 to 2006 Mr. Cagan served on the board of Burstein Technologies, a development stage medical devices company.

Mr. Cagan is a controlling shareholder of Global, directly holding 30 percent of Global's outstanding common stock, and holding a three year proxy for 36 percent of the outstanding common stock of Global, representing a total beneficial controlling interest of 56 percent. Mr. Cagan, through Chadbourn Securities, Inc. ("Chadbourn"), also acts as Global's placement agent and merchant bank. Mr. Cagan and Mr. Friesen, Director of Global, are both engaged in various capacities by American Ethanol, Inc. (see below and above). In connection with his role as Managing Director of Chadbourn, in 2005 Mr. Cagan entered into a Stipulation and Consent Order settling an investigation conducted by the Utah Division of Securities into a private placement of securities by Chadbourn of World Waste International, Inc. ("World Waste"), in violation of the Utah Uniform Securities Act, Utah Code Annotated '61-1-1, et seq., as amended. At the time, Chadbourn was registered to sell restricted securities in California, but not in Utah, and executed a transaction with one accredited investor in the amount of $25,000 based upon information that the World Waste investor maintained residences in both California and Utah, and Chadbourn's interpretation of the broker-dealer registration exemptions available under Utah law. In settlement and compromise of this matter, World Waste offered to rescind the sale to the Utah investor, whereupon the investor elected to retain his investment. Further, Chadbourn agreed to refund the commission received from World Waste on the sale, and Mr. Cagan paid a fine of $5,000. Chadbourn is now registered as a broker-dealer in state of Utah for private placements.

Mr. Cagan attended M.I.T. and received his BS, MS degree in engineering, and MBA from Stanford University. He is a member of the Stanford University Athletic Board of Directors and Chairman of the SF Bay Chapter of the Young Presidents' Organization.

Set forth below is information regarding the board of executive officers and directors of Global.

Officers of Global

John Grillos, President and Chief Executive Officer (see above)

Dr. Barbara Kurshan, Executive Vice President (see above)

Michael McTeigue, CFO and Vice President of Finance and Business Development (see above)

Board of Directors of Global

Laird Q. Cagan, Director (see above)

Kevin P. Friesen, Director

Mr. Kevin P. Friesen, 41, has worked in the private sector for over 15 years, serving in both executive and advisory positions. His primary focus has been to build the internal management teams of religious organizations, serving as an Associate Pastor at Saratoga Federated Church, located in Saratoga, California, since 2000. He has assisted in the development of agencies to assist orphaned and/or HIV infected children in Europe and Asia, including the provision of fund raising and leadership development for Chi Rho, an orphanage and medical/dental clinic for HIV children in Constanta, Romania, since 2003, and the provision of similar services for Child Hope International, an agency providing housing and education to abandoned children in Nepal, since 2005. Since 2003, Mr. Friesen has served as a board member and since 2005 the Executive Director of Trinity Ranch, a San Jose, California educational center devoted to the emotional development of underprivileged and at-risk students and adults. Mr. Friesen has served as an advisor to American Ethanol Inc., a renewable fuels company, since January 2006. In March 2006, Mr. Friesen was appointed Chief Executive Officer and Director of Global. He resigned from his position as Chief Executive Officer of Global upon the signing of the Merger Agreement.

Mr. Friesen graduated from California State University, Stanislaus, and has a graduate degree in music from Golden Gate Seminary in Mill Valley, California. A passionate musician, he has conducted various community and regional choirs and orchestras for children, adolescents and adults.

Forward-Looking Statements

This press release contains forward-looking statements relating to Global's anticipated merger with WorldSage, expected benefits of the transaction, and about Global. Readers of this press release should be advised and aware that the merger of Global and WorldSage may not occur. These statements and other statements contained in this press release that are not purely historical fact are forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that are based on management's beliefs, certain assumptions and current expectations. Words such as "expect(s)," "feel(s)," "believe(s)," "will," "may," "anticipate(s)," and similar expressions and statements about Global's and WorldSage's market opportunities, future plans and performance, objectives and expectations with respect to future operations and post-secondary educational institution consolidation activities, and financial projections and estimates and their underlying assumptions, are all forward-looking statements subject to risks and uncertainties, including, but not limited to: the timing and success of post-secondary educational institution acquisition and consolidation efforts; student and faculty acceptance, endorsement, and use of the WorldSage system; regulatory matters; the ability to recruit and retain highly-qualified employees, consultants and advisors; our ability to raise working capital and our need for additional capital to pursue our business strategy; competitor activities; our lack of operating revenue and earnings history; and our status as a non-reporting company that does not make periodic filings with the Securities and Exchange Commission. Readers are cautioned not to place any undue reliance on these forward-looking statements.

More information about WorldSage can be found at the company's website, http://www.WorldSage.com. Actual results may differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. The forward-looking statements contained in this press release are made as of the date hereof, and neither WorldSage nor Global undertake an obligation to update any forward-looking statements to reflect events or circumstances after the date on which any such statement is made or to reflect the occurrence of unanticipated events.

This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of WorldSage or Global.

Source: prnewswire

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GLOBALMEDIA.COM Announces Entry Into Definitive Merger Agreement With WorldSage, Inc., 500 to 1 Reverse Stock Split, Name Change and Symbol Change

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