PURCHASE AND ESCROW AGREEMENT
                          -----------------------------


     THIS PURCHASE AND ESCROW AGREEMENT ("Agreement") is made as of November 12,
2003  by  and  between  INTERNATIONAL  TRUST  &  FINANCIAL  SYSTEMS,  INC.  (the
"Company"),  William  MARMION (the "Purchaser"), and J. BENNETT GROCOCK, P.A., a
Florida professional association and members of the Florida Bar, with offices at
455 S. Orange Ave., Suite 500, Orlando, FL 32801 (the "Escrow Agent").

                              W I T N E S S E T H:

     Company  and  Purchaser  previously  entered  into a Letter of Intent dated
November  5,  2003,  for  the  purchase  of a controlling interest in Company by
Purchaser,  which  Letter  of  Intent  provided  for the parties to enter into a
definitive  purchase  agreement.

     Company  and  Purchaser  desire to set forth the terms and conditions under
which the Purchaser will acquire the controlling interest in the Company.

     Purchaser  and Company have requested that the Escrow Agent hold the Escrow
Funds,  Free  Trading  Shares,  Restricted  Shares, and Preferred Shares, all as
hereafter  defined,  to  be  delivered  in  accordance  with  the  terms of this
Agreement

     NOW,  THEREFORE,  in  consideration  of  the  covenants and mutual promises
contained  herein  and  other  good  and valuable consideration, the receipt and
legal  sufficiency of which are hereby acknowledged, and intending to be legally
bound  hereby,  the  parties  agree  as  follows:

                                    ARTICLE 1
                                    ---------

                           TERMS OF PURCHASE AND SALE

     1.1  Purchaser has, or during the course of this Agreement will, deposit
the sum of $225,800 (the "Escrow Funds") with the Escrow Agent, to be disbursed
in accordance with this Agreement.  Purchaser will deposit $85,800 immediately
on the execution of this Agreement, will deposit an additional $70,000 no later
than three (3) days prior to the disbursement date provided for in Article 2.3
of this Agreement, and will deposit an additional $70,000 no later than three
(3) days prior to the disbursement date provided for in Article 2.4 of this
Agreement

     1.2  The Company shall cause a total of 14,996,565 shares of its $0.001 par
value common stock to be transferred to or deposited with the Escrow Agent, with
executed stock powers attached, with transfer instructions issued to the
Company's transfer agent for, or with DTC transfer instructions issued for
transfer of the shares, of which not less than 14,000,000 shall be free trading
shares (all 14,996,565 shares hereafter being referred to as the "Free Trading
Shares"), for disbursement in accordance with this Agreement.  The deposit of
the Free Trading Shares shall be made in installments, with not less than one
third of the total Free Trading Shares either deposited with the Escrow Agent,
or transfer instructions issued to the Company's transfer agent for the transfer
of the Shares delivered to the Escrow Agent, no later than the date of each
disbursement provided for in Articles 2.2, 2.3 and 2.4 of this Agreement,
respectively.

     1.3  The Company shall cause 2,360,430 shares of its $0.001 par value
common stock to be transferred to or deposited with the Escrow Agent, with
executed stock powers attached, or shall deliver a copy of written instructions
to the Company's transfer agent to issue such shares, which


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shares shall be unregistered, restricted shares (the "Restricted Shares"), for
disbursement in accordance with this Agreement.

     1.4  The Company shall cause 2,870,000 shares of its $0.001 par value
voting, convertible preferred shares to be deposited with the Escrow Agent, with
executed stock powers attached if necessary (the Preferred Shares"), for
disbursement in accordance with this Agreement.  The Preferred Shares shall have
the rights and privileges as set forth in Exhibit "A" hereto.

     1.5     The Escrow Agent shall receive and hold the Escrow Funds, the Free
Trading Shares, the Restricted Shares and the Preferred Shares and shall
disburse the Escrow Funds, the Free Trading Shares, the Restricted Shares and
the Preferred Shares as hereafter provided.

                                    ARTICLE 2
                                    ---------

                                  DISBURSEMENT

     2.1  The Escrow Agent shall disburse the sum of $10,800 immediately for
expenses of the purchase and of the Company, as follows:

          2.1.1 To Kelley Trimble the sum of $5,800, for liabilities of the
Company

          2.1.2 To or at the direction of Robert Hipple, the sum of $5,000 to
cover the auditor review of the Company's Third Quarter 2003 10-Q filing and for
other expenses.

     2.2  On the Closing of the purchase transaction, which shall be on or
before November 12, 2003, the Escrow Agent shall make the following
disbursements:

          2.2.1     The Preferred Shares and the Restricted Shares shall be
                    released to Purchaser, for registration in the name of
                    Purchaser.

          2.2.2     The sum of $50,000 shall be released from the Escrow Funds
                    to or at the direction of Robert Hipple to pay or satisfy
                    certain outstanding Promissory Notes of the Company, as
                    consideration for the Preferred Shares and the Restricted
                    Shares.

          2.2.      3 One-third of the Free Trading Shares shall be released as
                    follows:

               2.2.3.1   One million shares shall be released to Alexander &
                         Wade, Inc., for registration in the name of Alexander &
                         Wade, Inc. or its assigns.

               2.2.3.2   One million shares shall be released to Ashvin
                         Mascarenhas, for registration in the name of Ashvin
                         Mascarenhas, or his assigns.

               2.2.3.3   The remainder of the first one third of the Free
                         Trading Shares, or 2,999,855 shares, shall be released
                         to Stephen F. Owens, for registration in the name of
                         Stephen F. Owens, or his assigns.

          2.2.4     The sum of $20,000 shall be released from the Escrow Funds
                    to or at the direction of Robert Hipple to pay or satisfy
                    certain outstanding Promissory Notes of the Company, as
                    consideration for the Free Trading Shares released.


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     2.3  On the date which is 45 days after the initial Closing Date of the
purchase transaction, which date is expected to be on December 26, 2003, the
Escrow Agent shall make the following disbursements:

          2.3.1     One-third of the Free Trading Shares shall be released as
                    follows:

               2.3.1.1   One million shares shall be released to Alexander &
               Wade, Inc., for registration in the name of Alexander & Wade,
               Inc. or its assigns.

               2.3.1.2   One million shares shall be released to Ashvin
                         Mascarenhas, for registration in the name of Ashvin
                         Mascarenhas, or his assigns.

               2.3.1.3   The remainder of the second one third of the Free
                         Trading Shares, or 2,999,855 shares, shall be released
                         to Stephen F. Owens, for registration in the name of
                         Stephen F. Owens, or his assigns.

          2.3.2     The sum of $70,000 shall be released from the Escrow Funds
                    to or at the direction of Robert Hipple to pay or satisfy
                    certain outstanding Promissory Notes of the Company, as
                    consideration for the Free Trading Shares released.

     2.4  On the date which is 90 days after the initial Closing Date of the
     purchase transaction, which date is expected to be on February 10, 2004,
     the Escrow Agent shall make the following disbursements:

          2.4.1     One-third of the Free Trading Shares shall be released as
                    follows:

               2.4.1.1   One million shares shall be released to Alexander &
               Wade, Inc., for registration in the name of Alexander & Wade,
               Inc. or its assigns.

               2.4.1.2   One million shares shall be released to Ashvin
                         Mascarenhas, for registration in the name of Ashvin
                         Mascarenhas, or his assigns.

               2.4.1.3   The remainder of the second one third of the Free
                         Trading Shares, or 2,999,855 shares, shall be released
                         to Stephen F. Owens, for registration in the name of
                         Stephen F. Owens, or his assigns.

          2.4.2     The sum of $70,000 shall be released from the Escrow Funds
          to or at the direction of Robert Hipple to pay or satisfy certain
          outstanding Promissory Notes of the Company, as consideration for the
          Free Trading Shares released.

     2.5  In the event that the Escrow Funds to be released at any release date
set forth above, are not available for release, then the Company may give
written notice of default in payment to the Escrow Agent at any time thereafter,
and the Escrow Agent shall, within five (5) days of the receipt of such written
notice by mail, courier, hand delivery or facsimile, release all of the
remaining shares of Preferred Shares, Restricted Shares and Free Trading Shares
to Robert Hipple, for registration in the name of Robert Hipple, or his assigns,
in complete discharge of the Escrow Agent

                                    ARTICLE 3

                               TERMS OF THE ESCROW


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     3.1  The  parties  hereby  agree to have Escrow Agent serve as escrow agent
for  and  on  their  behalves,  and  Escrow  Agent hereby accepts the duties and
responsibilities  as  Escrow  Agent as provided herein, whereby the Escrow Agent
shall  receive  the  Escrow  Funds  from  Purchaser and the Free Trading Shares,
Restricted  Shares, and Preferred Shares to hold in escrow and distribute as set
forth  in  this  Agreement.

     3.2  Escrow  Agent's fees shall be paid by Purchaser pursuant to a separate
agreement  between  Escrow  Agent and Purchaser, for which purpose the remaining
$5,000  of  Escrow  Funds  not otherwise disbursed in accordance with Article 2,
shall be applied immediately on the date of execution of this Agreement

     3.3  This Agreement may be altered or amended only with the written consent
of  all of the parties hereto. Should the Purchaser or Company attempt to change
this  Agreement in any manner, which, in the Escrow Agent's discretion, shall be
undesirable,  the Escrow Agent may resign as Escrow Agent by notifying Purchaser
and  Company  in writing. In the case of the Escrow Agent's resignation pursuant
to  the  foregoing,  his  only  duty, until receipt of notice from Purchaser and
Company  that  a successor escrow agent has been appointed, shall be to hold and
preserve  the  Escrow  Funds in a non-interest bearing account and the Preferred
Shares,  the  Restricted Shares and the Free Trading Shares. Upon receipt by the
Escrow  Agent  of said notice from Purchaser and Company of the appointment of a
successor  escrow  agent, the name of a successor escrow account and a direction
to transfer the Escrow Funds and the Preferred Shares, the Restricted Shares and
the Free Trading Shares, the Escrow Agent shall promptly thereafter transfer the
Escrow  Funds  and  the  Preferred  Shares,  the  Restricted Shares and the Free
Trading Shares to said successor escrow agent. The Escrow Agent is authorized to
disregard  any  notices,  requests,  instructions or demands received by it from
Purchaser or Company after notice of resignation or removal has been given.

     3.4  The  Escrow  Agent shall be reimbursed by Purchaser for any reasonable
expenses  incurred  in the event there is a conflict between the parties and the
Escrow  Agent  shall  deem it necessary to retain counsel, upon whose advice the
Escrow Agent may rely. The Escrow Agent shall not be liable for any action taken
or  omitted by it in good faith and in no event shall the Escrow Agent be liable
or  responsible  except  for  the Escrow Agent's own gross negligence or willful
misconduct.  The  Escrow  Agent has made no representations or warranties to the
Company  or the Purchaser. The Escrow Agent has no liability hereunder to either
party  other  than  to  hold  the  Escrow  Funds  and  the Preferred Shares, the
Restricted  Shares  and  the Free Trading Shares and to deliver the Escrow Funds
and  the  Preferred  Shares,  the  Restricted Shares and the Free Trading Shares
under the terms hereof.  Each party hereto agrees to indemnify and hold harmless
the  Escrow  Agent  from  and  with  respect  to  any  suits, claims, actions or
liabilities  arising in any way out of this transaction including the obligation
to  defend any legal action brought which in any way arises out of or is related
to  this  Agreement.

     3.5  The  parties  acknowledge  and  represent  that  they  are  not  being
represented  in  a  legal capacity by J. Bennett Grocock, P.A., and have had the
opportunity  to  consult  with  their own legal advisors prior to the signing of
this  Agreement.

     3.6  The  Escrow  Agent shall be obligated only for the performance of such
duties  as are specifically set forth herein and may rely and shall be protected
in  relying  or  refraining from acting on any instrument reasonably believed by
the  Escrow  Agent  to  be  genuine  and to have been signed or presented by the
proper party or parties. The Escrow Agent shall not be personally liable for any
act  the  Escrow  Agent may do or omit to do hereunder as the Escrow Agent while
acting  in  good faith, and any act done or omitted by the Escrow Agent pursuant
to  the  advice  of  the Escrow Agent's attorney shall be conclusive evidence of
such  good  faith.


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     3.7  The  Escrow  Agent is hereby expressly authorized to disregard any and
all  instructions  given  by  any  one  of  the  parties  hereto, excepting only
instructions  signed  by  both  Purchaser  and  Company and orders or process of
courts of law and is hereby expressly authorized to comply with and obey orders,
judgments  or  decrees  of any court. In case the Escrow Agent obeys or complies
with any such order, judgment or decree, the Escrow Agent shall not be liable to
any  of the parties hereto or to any other person, firm or corporation by reason
of  such  decree  being  subsequently  reversed,  modified, annulled, set aside,
vacated or found to have been entered without jurisdiction.

     3.8  The  Escrow Agent shall not be liable in any respect on account of the
identity,  authorities  or  rights  of  the  parties  executing or delivering or
purporting  to  execute  or  deliver  this  Agreement.

     3.9  If  the Escrow Agent reasonably requires other or further documents in
connection  with  this  Agreement,  the  necessary  parties hereto shall join in
furnishing  such  documents.

     3.10 It is understood and agreed that should any dispute arise with respect
to  the delivery and/or ownership or right of possession of the funds and shares
held  by  the Escrow Agent hereunder, then, except as provided in Article 2.5 of
this  Agreement,  the  Escrow  Agent  is  authorized  and directed in the Escrow
Agent's  sole  discretion (a) to retain in the Escrow Agent's possession without
liability  to  anyone all or any part of the escrow deposits until such disputes
shall  have  been  settled  either  by  mutual  written agreement of the parties
concerned  or  by  a  final  order,  decree  or judgment of a court of competent
jurisdiction  after  the  time  for  appeal  has  expired and no appeal has been
perfected,  but  the Escrow Agent shall be under no duty whatsoever to institute
or  defend any such proceedings or (b) to deliver the escrow deposits to a state
or  federal  court  having  competent subject matter jurisdiction and located in
Orange  County,  State  of  Florida  in accordance with the applicable procedure
therefor.

                                    ARTICLE 4
                                    ---------
                                  MISCELLANEOUS

     4.1  No  waiver of any breach of any covenant or provision herein contained
shall  be  deemed  a waiver of any preceding or succeeding breach thereof, or of
any  other  covenant  or  provision  herein contained.  No extension of time for
performance  of  any obligation or act shall be deemed any extension of the time
for  performance  of  any  other  obligation  or  act.

     4.2  This Agreement shall be binding upon and shall inure to the benefit of
the  permitted  successors  and  assigns  of  the  parties  hereto.

     4.3  This  Agreement  is  the  final expression of, and contains the entire
agreement  between, the parties with respect to the escrow subject matter hereof
and  the  purchase  transaction  provided  for  herein, and supersedes all prior
understandings  with  respect  thereto.  This  Agreement  may  not  be modified,
changed,  supplemented  or  terminated,  nor  may  any  obligations hereunder be
waived,  except  by written instrument signed by the parties to be charged or by
its agent duly authorized in writing or as otherwise expressly permitted herein.

     4.4  Whenever required by the context of this Agreement, the singular shall
include  the plural and masculine shall include the feminine. This Agreement may
be  executed  in  two  or  more  counterparts, all of which taken together shall
constitute one instrument.  Execution and delivery of this Agreement by exchange
of  facsimile copies bearing the facsimile signature of a party shall constitute
a valid and binding execution and delivery of this Agreement by such party. Such
facsimile  copies  shall  constitute  enforceable  original  documents.


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     4.5  The  parties  hereto  expressly  agree  that  this  Agreement shall be
governed  by, interpreted under, and construed and enforced in accordance of the
laws  of  the State of Florida. The parties agree that any dispute arising under
or with respect to or in connection with this Agreement, whether during the term
of  this  Agreement  or  at  any  subsequent  time,  shall be resolved fully and
exclusively  by binding arbitration in accordance with the commercial rules then
in  force  of  the  American Arbitration Association with the proceedings taking
place  in  Orlando,  Florida,  before  a  panel  of  three  (3)  arbitrators.

     4.6  By  signing  this  Agreement,  the Escrow Agent becomes a party hereto
only  for  the  purposes  of  this  Agreement.

     IN  WITNESS  WHEREOF, the parties hereto have executed this Agreement as of
the  date  first  written  above.


COMPANY:                                           PURCHASER;

INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC.



By:
    -----------------------------------------     ------------------------------
                                                  William Marmion
Its:
    -----------------------------------------


ESCROW  AGENT:

J.  BENNETT  GROCOCK,  P.A.


By:
    -----------------------------------------
    J. Bennett Grocock, President


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