ESCROW AGREEMENT

         THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of
March 1, 2001, by Rubber Technology  International  Inc., a Florida  Corporation
(the  "COMPANY");  The May Davis Group, a Maryland  corporation  (the "PLACEMENT
AGENT");  and First Union  National  Bank, a national  banking  association,  as
Escrow Agent hereunder (the "ESCROW AGENT").

                                   BACKGROUND

                  WHEREAS, the Company and the Placement Agent have entered into
a Placement Agent Agreement (the "PLACEMENT AGENT  AGREEMENT"),  dated as of the
date  hereof,  pursuant  to  which  the  Company  proposes  to sell  convertible
debentures (the  "CONVERTIBLE  DEBENTURES")  which shall be convertible into the
Company's Common Stock,  $0.0001 par value per share (the "COMMON STOCK"),  at a
price per share  equal to the  Purchase  Price,  as that term is  defined in the
Securities  Purchase Agreement dated the date hereof between the Company and the
Investors  named  therein (the  "PURCHASE  AGREEMENT.  The  Securities  Purchase
Agreement  provides  that the Investors  shall deposit the purchase  amount in a
segregated  escrow  account to be held by Escrow Agent in order to  effectuate a
disbursement  to the  Company  at a  closing  to be  held  as set  forth  in the
Securities Purchase Agreement (the "CLOSING").


                  WHEREAS,  the  Placement  Agent  intends  to sell  Convertible
Securities as the Company's agent (the "OFFERING").

                  WHEREAS, Escrow Agent has agreed to accept, hold, and disburse
the funds deposited with it in accordance with the terms of this Agreement.

                  WHEREAS,  in order to  establish  the  escrow  of funds and to
effect the provisions of the Securities Purchase  Agreement,  the parties hereto
have entered into this Agreement.


         NOW THEREFORE,  in consideration of the foregoing,  it is hereby agreed
as follows:

1.  DEFINITIONS. The following terms shall have the following meanings when used
herein:

         a.  "ESCROW  FUNDS"  shall mean the funds  deposited  with Escrow Agent
pursuant to this Agreement.

<PAGE>

         b. "JOINT WRITTEN DIRECTION" shall mean a written direction executed by
the Placement Agent and the Company  directing Escrow Agent to disburse all or a
portion  of the  Escrow  Funds or to take or  refrain  from  taking  any  action
pursuant to this Agreement.

         c. "ESCROW  PERIOD" shall begin with the  commencement  of the Offering
and shall terminate upon the earlier to occur of the following dates:

         (i) The date upon which Escrow Agent  confirms  that it has received in
the Escrow Account all of the proceeds of the sale of the Convertible Debentures
;

         (ii) The  expiration of twenty (20) days from the date of  commencement
of the Offering (unless extended by mutual written agreement between the Company
and the Placement Agent with a copy of such extension to Escrow Agent); or

         (iii) The date upon which a  determination  is made by the  Company and
the  Placement  Agent to  terminate  the  Offering  prior to the sale of all the
Convertible Debentures .

1. During the Escrow Period,  the Company and the Placement Agent are aware that
they are not entitled to any funds received into escrow and no amounts deposited
in the Escrow  Account shall become the property of the Company or the Placement
Agent or any other  entity,  or be  subject  to the debts of the  Company or the
Placement Agent or any other entity.

2. APPOINTMENT OF AND ACCEPTANCE BY ESCROW AGENT.  The  Placement  Agent and the
Company hereby appoint Escrow Agent to serve as Escrow Agent  hereunder.  Escrow
Agent hereby accepts such  appointment and, upon receipt by wire transfer of the
Escrow  Funds in  accordance  with Section 3 below,  agrees to hold,  invest and
disburse the Escrow Funds in accordance with this Agreement.

3. CREATION OF ESCROW FUNDS. On or prior to the date of the  commencement of the
Offering,  the parties shall  establish an escrow account with the Escrow Agent,
which  escrow   account  shall  be  entitled  as  follows:   Rubber   Technology
International  Inc./May Davis Group,  Inc. Escrow Account for the deposit of the
Escrow Funds. The Placement Agent will instruct subscribers to wire funds to the
account of the Escrow Agent as follows:

Bank: First Union National Bank of New Jersey
Routing # 031201467
Account # 2020000659170
Name on Account: Butler Gonzalez LLP/First Union Escrow Account
Name on Sub-Account:  Rubber Technology International Inc./May Davis Group, Inc.
                      Escrow account
Reference Sub-Account # 1400-01
Attn:    Robert Mercado (732) 452-3005
         Carmela Agugliaro (732) 452-3005


                                       2
<PAGE>

Only wire transfers shall be accepted.

         4. DEPOSITS INTO THE ESCROW  ACCOUNT.  The Placement  Agent agrees that
they shall promptly deliver all monies received from subscribers for the payment
of the Convertible Debentures to Escrow Agent for deposit in the Escrow Account.

         5. DISBURSEMENTS FROM THE ESCROW ACCOUNT.
            ---------------------------------------

         (a) The  Escrow  Agent  will  continue  to hold  such  funds  until the
Placement  Agent and Company  execute a Joint  Written  Direction  directing the
Escrow Agent to disburse the Escrow Funds  pursuant to Joint  Written  Direction
signed by the Company and the Placement Agent. In disbursing such funds,  Escrow
Agent is authorized to rely upon such Joint Written  Direction  from the Company
and the Placement  Agent and may accept any signatory from the Company listed on
the signature page to this Agreement and any signature from the Placement  Agent
that the Escrow Agent already has on file.

         In the event  Escrow  Agent does not  receive  the amount of the Escrow
Funds  from the  Investors,  Escrow  Agent  shall  notify  the  Company  and the
Placement Agent. Upon receipt of payment  instructions from the Company,  Escrow
Agent shall refund to each subscriber  without interest the amount received from
each Investor,  without deduction,  penalty,  or expense to the subscriber.  The
purchase  money returned to each  subscriber  shall be free and clear of any and
all claims of the Company, the Placement Agent or any of their creditors.

         In the event  Escrow  Agent does receive the amount of the Escrow Funds
prior to expiration of the Escrow  Period,  in no event will the Escrow Funds be
released  to the  Company  until  such  amount is  received  by Escrow  Agent in
collected  funds.  For purposes of this Agreement,  the term  "collected  funds"
shall mean all funds  received by Escrow Agent which have cleared normal banking
channels and are in the form of cash.

         6. COLLECTION  PROCEDURE.  Escrow Agent is hereby authorized to forward
each wire for  collection  and,  upon  collection  of the  proceeds of each wire
deposit the collected proceeds in the Escrow Account.

         Any wires  returned  unpaid to Escrow  Agent  shall be  returned to the
Placement Agent. In such cases, Escrow Agent will promptly notify the Company of
such return.

         If the Company rejects any  subscription for which the Escrow Agent has
already  collected  funds,  Escrow Agent shall  promptly issue a refund check or
wire to the rejected  subscriber.  If the Company rejects any  subscription  for
which  Escrow  Agent  has  not  yet  collected   funds  but  has  submitted  the
subscriber's  wire for collection,  Escrow Agent shall promptly issue a check or
wire the amount of the subscriber's wire to the rejected subscriber after Escrow
Agent has cleared such funds.  If Escrow Agent has not yet  submitted a rejected
subscriber's  wire  for  collection,  Escrow  Agent  shall  promptly  remit  the
subscriber's wire directly to the subscriber.  The Company shall provide payment
instructions to Escrow Agent.


                                       3
<PAGE>

         7. SUSPENSION OF PERFORMANCE:  DISBURSEMENT INTO COURT. If at any time,
there shall exist any dispute  between the Company and the Placement  Agent with
respect to  holding or  disposition  of any  portion of the Escrow  Funds or any
other  obligations of Escrow Agent hereunder,  or if at any time Escrow Agent is
unable to determine, to Escrow Agent's sole satisfaction, the proper disposition
of any portion of the Escrow Funds or Escrow Agent's proper actions with respect
to its obligations hereunder, or if the parties have not within thirty (30) days
of the furnishing by Escrow Agent of a notice of resignation pursuant to Section
9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent
may, in its sole discretion, take either or both of the following actions:

            a. suspend  the  performance  of any of its  obligations  (including
               without  limitation  any  disbursement  obligations)  under  this
               Escrow  Agreement  until  such  dispute or  uncertainty  shall be
               resolved  to the sole  satisfaction  of  Escrow  Agent or until a
               successor  Escrow Agent shall be appointed  (as the case may be);
               provided  however,  Escrow  Agent  shall  continue  to invest the
               Escrow Funds in accordance with Section 8 hereof; and/or

            b. petition  (by  means  of an  interpleader  action  or  any  other
               appropriate  method) any court of competent  jurisdiction  in any
               venue convenient to Escrow Agent,  for instructions  with respect
               to such  dispute or  uncertainty,  and to the extent  required by
               law,  pay  into  such  court,  for  holding  and  disposition  in
               accordance with the instructions of such court, all funds held by
               it in the Escrow  Funds,  after  deduction  and payment to Escrow
               Agent  of all  fees  and  expenses  (including  court  costs  and
               attorneys'  fees)  payable  to,  incurred  by, or  expected to be
               incurred by Escrow Agent in connection  with  performance  of its
               duties and the exercise of its rights hereunder.

            c. Escrow  Agent  shall  have  no  liability  to  the  Company,  the
               Placement   Agent,  or  any  person  with  respect  to  any  such
               suspension   of   performance   or   disbursement   into   court,
               specifically  including any liability or claimed  liability  that
               may arise, or be alleged to have arisen, out of or as a result of
               any delay in the  disbursement  of funds held in the Escrow Funds
               or any delay in with  respect  to any other  action  required  or
               requested of Escrow Agent.

         8.  INVESTMENT OF ESCROW  FUNDS.  Escrow Agent shall deposit the Escrow
Funds in a non-interest bearing money market account.

         If Escrow Agent has not received a Joint Written  Direction at any time
that an investment  decision must be made,  Escrow Agent shall invest the Escrow
Funds, or such portion thereof,  as to which no Joint Written Direction has been
received,  in investments  described above. The foregoing  investments  shall be
made by Escrow Agent. Notwithstanding anything to the contrary contained, Escrow
Agent may, without notice to the parties, sell or liquidate any of the foregoing
investments at any time if the proceeds  thereof are required for any release of


                                       4
<PAGE>

funds permitted or required  hereunder,  and Escrow Agent shall not be liable or
responsible  for any  loss,  cost or  penalty  resulting  from any such  sale or
liquidation. With respect to any funds received by Escrow Agent for deposit into
the Escrow Funds or any Joint  Written  Direction  received by Escrow Agent with
respect to investment of any funds in the Escrow Funds after ten o'clock,  a.m.,
New Jersey  time,  Escrow Agent shall not be required to invest such funds or to
effect such  investment  instruction  until the next day upon which banks in New
Jersey are open for business.

9.  RESIGNATION  AND REMOVAL OF ESCROW  AGENT.  Escrow Agent may resign from the
performance  of its duties  hereunder  at any time by giving  thirty  (30) days'
prior written notice to the parties or may be removed, with or without cause, by
the parties,  acting jointly,  by furnishing a Joint Written Direction to Escrow
Agent,  at any time by the  giving of ten (10)  days'  prior  written  notice to
Escrow Agent as provided  herein below.  Upon any such notice of  resignation or
removal,  the  representatives of the Placement Agent and the Company identified
in Sections 13a. (iv) and 13b.  (iv),  below,  jointly shall appoint a successor
Escrow Agent hereunder, which shall be a commercial bank, trust company or other
financial  institution  with  a  combined  capital  and  surplus  in  excess  of
$10,000,000.00.  Upon the  acceptance  in writing of any  appointment  of Escrow
Agent hereunder by a successor  Escrow Agent,  such successor Escrow Agent shall
thereupon succeed to and become vested with all the rights,  powers,  privileges
and duties of the retiring Escrow Agent,  and the retiring Escrow Agent shall be
discharged  from its duties and  obligations  under this Escrow  Agreement,  but
shall not be  discharged  from any  liability  for actions taken as Escrow Agent
hereunder  prior  to  such   succession.   After  any  retiring  Escrow  Agent's
resignation or removal,  the provisions of this Escrow  Agreement shall inure to
its  benefit as to any  actions  taken or omitted to be taken by it while it was
Escrow  Agent under this  Escrow  Agreement.  The  retiring  Escrow  Agent shall
transmit all records pertaining to the Escrow Funds and shall pay all funds held
by it in the Escrow Funds to the successor Escrow Agent,  after making copies of
such records as the retiring  Escrow Agent deems  advisable and after  deduction
and payment to the retiring  Escrow  Agent of all fees and  expenses  (including
court costs and  attorneys'  fees)  payable to,  incurred  by, or expected to be
incurred by the retiring  Escrow Agent in connection with the performance of its
duties and the exercise of its rights hereunder.

     10.  LIABILITY OF ESCROW AGENT.

     a. Escrow Agent shall have no liability or  obligation  with respect to the
Escrow Funds except for Escrow Agent's willful  misconduct or gross  negligence.
Escrow Agent's sole responsibility shall be for the safekeeping, investment, and
disbursement of the Escrow Funds in accordance with the terms of this Agreement.
Escrow  Agent  shall  have no  implied  duties or  obligations  and shall not be
charged with knowledge or notice or any fact or  circumstance  not  specifically
set forth herein. Escrow Agent may rely upon any instrument,  not only as to its
due execution, validity and effectiveness, but also as to the truth and accuracy
of any  information  contained  herein,  which  Escrow Agent shall in good faith
believe to be genuine, to have been signed or presented by the person or parties
purporting to sign the same and conform to the provisions of this Agreement.  In
no event shall Escrow Agent be liable for  incidental,  indirect,  special,  and


                                       5
<PAGE>

consequential or punitive  damages.  Escrow Agent shall not be obligated to take
any legal action or commence any proceeding in connection with the Escrow Funds,
any account in which Escrow Funds are deposited,  this Agreement or the Purchase
Agreement,  or to appear  in,  prosecute  or  defend  any such  legal  action or
proceeding.  Escrow Agent may consult legal counsel  selected by it in any event
of any dispute or question as to construction of any of the provisions hereof or
of any other  agreement  or its duties  hereunder,  or  relating  to any dispute
involving  any party  hereto,  and shall incur no  liability  and shall be fully
indemnified  from any  liability  whatsoever  in acting in  accordance  with the
opinion or  instructions  of such counsel.  The Company and the Placement  Agent
jointly and severally  shall promptly pay, upon demand,  the reasonable fees and
expenses of any such counsel.

b. Escrow Agent is hereby  authorized,  in its sole  discretion,  to comply with
orders issued or process  entered by any court with respect to the Escrow Funds,
without  determination  by  Escrow  Agent of such  court's  jurisdiction  in the
matter. If any portion of the Escrow Funds is at any time attached, garnished or
levied upon under any court order, or in case the payment, assignment, transfer,
conveyance or delivery of any such  property  shall be stayed or enjoined by any
court  order,  or in any case any  order  judgment  or  decree  shall be made or
entered by any court  affecting  such property or any part thereof,  then and in
any such event, Escrow Agent is authorized, in its sole discretion, to rely upon
and comply with any such order,  writ  judgment or decree which it is advised by
legal counsel  selected by it,  binding upon it,  without the need for appeal or
other action; and if Escrow Agent complies with any such order,  writ,  judgment
or decree,  it shall not be liable to any of the parties  hereto or to any other
person or entity by reason of such  compliance  even  though  such  order,  writ
judgment or decree may be subsequently reversed,  modified,  annulled, set aside
or vacated.

     11.  INDEMNIFICATION  OF ESCROW AGENT. From and at all times after the date
of this  Agreement,  the parties  jointly and severally,  shall,  to the fullest
extent  permitted by law and to the extent provided  herein,  indemnify and hold
harmless Escrow Agent and each director, officer, employee,  attorney, agent and
affiliate of Escrow Agent (collectively,  the "INDEMNIFIED PARTIES") against any
and all actions,  claims (whether or not valid), losses,  damages,  liabilities,
costs  and  expenses  of  any  kind  or  nature  whatsoever  (including  without
limitation  reasonable  attorney's  fees,  costs and  expenses)  incurred  by or
asserted against any of the Indemnified  Parties from and after the date hereof,
whether direct, indirect or consequential,  as a result of or arising from or in
any way relating to any claim,  demand,  suit, action, or proceeding  (including
any inquiry or  investigation) by any person,  including without  limitation the
parties to this Agreement,  whether  threatened or initiated,  asserting a claim
for any legal or  equitable  remedy  against  any  person  under any  statute or
regulation, including, but not limited to, any federal or state securities laws,
or under any common law or  equitable  cause or  otherwise,  arising  from or in
connection with the negotiation,  preparation, execution, performance or failure
of performance of this Agreement or any transaction contemplated herein, whether
or not any such  Indemnified  Party is a party to any such action or proceeding,
suit or the target of any such inquiry or investigation; provided, however, that
no  Indemnified  Party  shall  have the right to be  indemnified  hereunder  for
liability finally determined by a court of competent jurisdiction, subject to no


                                       6
<PAGE>

further appeal, to have resulted from the gross negligence or willful misconduct
of such  Indemnified  Party.  If any such  action or claim  shall be  brought or
asserted against any Indemnified  Party,  such Indemnified  Party shall promptly
notify the  Company  and the  Placement  Agent  hereunder  in  writing,  and the
Placement Agent and the Company shall assume the defense thereof,  including the
employment of counsel and the payment of all expenses.  Such  Indemnified  Party
shall, in its sole  discretion,  have the right to employ separate  counsel (who
may be selected by such  Indemnified  Party in its sole  discretion) in any such
action and to participate  and to participate  in the defense  thereof,  and the
fees and  expenses  of such  counsel  shall be paid by such  Indemnified  Party,
except that the Placement Agent and/or the Company shall be required to pay such
fees and expense if (a) the  Placement  Agent or the  Company  agree to pay such
fees and expenses,  or (b) the Placement  Agent and/or the Company shall fail to
assume the  defense of such  action or  proceeding  or shall  fail,  in the sole
discretion of such Indemnified Party, to employ counsel reasonably  satisfactory
to the  Indemnified  Party in any such action or  proceeding,  (c) the Placement
Agent and the Company are the  plaintiff in any such action or proceeding or (d)
the named or potential  parties to any such action or proceeding  (including any
potentially  impleaded  parties) include both the Indemnified Party, the Company
and/or the Placement Agent and the Indemnified  Party shall have been advised by
counsel that there may be one or more legal  defenses  available to it which are
different from or additional to those  available to the Company or the Placement
Agent. The Placement Agent and the Company shall be jointly and severally liable
to pay fees and expenses of counsel pursuant to the preceding  sentence,  except
that any  obligation  to pay under  clause (a) shall  apply only to the party so
agreeing. All such fees and expenses payable by the Company and/or the Placement
Agent  pursuant  to the  foregoing  sentence  shall be paid from time to time as
incurred,  both in advance of and after the final  disposition of such action or
claim.  The  obligations  of the parties  under this section  shall  survive any
termination of this  Agreement,  and  resignation or removal of the Escrow Agent
shall be independent of any obligation of Escrow Agent.

     The parties  agree that  neither  payment by the  Company or the  Placement
Agent of any claim by Escrow Agent for  indemnification  hereunder shall impair,
limit,  modify, or affect,  as between the Placement Agent and the Company,  the
respective  rights and obligations of Placement  Agent, on the one hand, and the
Company, on the other hand, under the Placement Agency Agreement.

12.  EXPENSES  OF ESCROW  AGENT.  Except as set forth in Section 11 the  Company
shall reimburse Escrow Agent for all of its reasonable  out-of-pocket  expenses,
including attorneys' fees, travel expenses, telephone and facsimile transmission
costs, postage (including express mail and overnight delivery charges),  copying
charges and the like. All of the compensation and reimbursement  obligations set
forth in this  Section  shall be payable by the  Company,  upon demand by Escrow
Agent.  The  obligations  of the Company  under this Section  shall  survive any
termination of this Agreement and the resignation or removal of Escrow Agent.

                                       7
<PAGE>


13.      WARRANTIES.

         a.       The Placement  Agent makes the following  representations  and
         warranties to Escrow Agent:

                  (i) The  Placement  Agent  has full  power  and  authority  to
                  execute  and  deliver  this   Agreement  and  to  perform  its
                  obligations hereunder.

                  (ii) This  Agreement  has been duly  approved by all necessary
                  corporate  action  of  the  Placement  Agent,   including  any
                  necessary  shareholder  approval,  has been  executed  by duly
                  authorized  officers of the Placement  Agent,  enforceable  in
                  accordance with its terms.

                  (iii)  The  execution,   delivery,   and  performance  of  the
                  Placement  Agent of this Agreement will not violate,  conflict
                  with,   or  cause  a   default   under  the   certificate   of
                  incorporation or bylaws of the Placement Agent, any applicable
                  law or regulation, any court order or administrative ruling or
                  degree to which the  Placement  Agent is a party or any of its
                  property is subject, or any agreement, contract, indenture, or
                  other binding arrangement.

                  (iv)   Michael Jacobs  has been duly  appointed  to act as the
                  representative  of the Placement  Agent hereunder and has full
                  power and  authority  to execute,  deliver,  and perform  this
                  Escrow  Agreement,  to execute and  deliver any Joint  Written
                  Direction,  to amend,  modify,  or waive any provision of this
                  Agreement,  and to  take  any  and all  other  actions  as the
                  Placement  Agent's  representative  under this Agreement,  all
                  without  further  consent or direction form, or notice to, the
                  Placement Agent or any other party.

                  (v)    No  party  other  than  the  parties   hereto  and  the
                  Investors  have,  or shall have,  any lien,  claim or security
                  interest in the Escrow Funds or any part thereof. No financing
                  statement under the Uniform  Commercial Code is on file in any
                  jurisdiction  claiming a security  interest  in or  describing
                  (whether  specifically  or generally)  the Escrow Funds or any
                  part thereof.

                  (vi)   All  of  the  representations  and  warranties  of  the
                  Placement Agent  contained  herein are true and complete as of
                  the date  hereof and will be true and  complete at the time of
                  any disbursement from the Escrow Funds.

                                       8
<PAGE>

                  b.  The  Company  makes  the  following   representations  and
warranties to the Escrow Agent:

                  (i)    The Company is a corporation  duly  organized,  validly
                  existing,  and in good standing under the laws of the State of
                  Florida  and has full  power  and  authority  to  execute  and
                  deliver  this   Agreement  and  to  perform  its   obligations
                  hereunder.

                  (ii)   This Agreement has been duly  approved by all necessary
                  corporate  action  of the  Company,  including  any  necessary
                  shareholder  approval,  has been  executed by duly  authorized
                  officers of the Company,  enforceable  in accordance  with its
                  terms.

                  (iii)  The execution, delivery, and performance by the Company
                  of  this  Agreement  is  in  accordance  with  the  Securities
                  Purchase  Agreement  and will not violate,  conflict  with, or
                  cause a default  under the  certificate  of  incorporation  or
                  bylaws of the Company,  any applicable law or regulation,  any
                  court  order or  administrative  ruling or decree to which the
                  Company is a party or any of its  property is subject,  or any
                  agreement,  contract, indenture, or other binding arrangement,
                  including  without  limitation  to  the  Securities   Purchase
                  Agreement, to which the Company is a party.

                  (iv)  Fred  Schmidt  has  been  duly  appointed  to act as the
                  representatives  of the Company  hereunder  and has full power
                  and authority to execute, deliver, and perform this Agreement,
                  to execute and deliver any Joint Written Direction,  to amend,
                  modify or waive any  provision of this  Agreement  and to take
                  all other actions as the Company's  Representative  under this
                  Agreement,  all without  further consent or direction from, or
                  notice to, the Company or any other party.

                  (v) No party other than the parties  hereto and the  Investors
                  have, or shall have, any lien,  claim or security  interest in
                  the Escrow Funds or any part thereof.  No financing  statement
                  under  the  Uniform   Commercial   Code  is  on  file  in  any
                  jurisdiction  claiming a security  interest  in or  describing
                  (whether  specifically  or generally)  the Escrow Funds or any
                  part thereof.

                  (vi) All of the  representations and warranties of the Company
                  contained  herein are true and  complete as of the date hereof
                  and will be true and complete at the time of any  disbursement
                  from the Escrow Funds.

         14.  CONSENT TO  JURISDICTION  AND  VENUE.  In the event that any party
hereto commences a lawsuit or other proceeding  relating to or arising from this


                                       9
<PAGE>

Agreement,  the parties  hereto agree that the United States  District Court for
the District of New Jersey shall have the sole and exclusive  jurisdiction  over
any  such   proceeding.   If  all  such  courts  lack  federal   subject  matter
jurisdiction,  the parties agree that the Superior Court Division of New Jersey,
Chancery  Division of Essex County shall have sole and  exclusive  jurisdiction.
Any of these  courts  shall be proper  venue for any such  lawsuit  or  judicial
proceeding and the parties hereto waive any objection to such venue. The parties
hereto consent to and agree to submit to the  jurisdiction  of any of the courts
specified  herein  and agree to accept the  service of process to vest  personal
jurisdiction over them in any of these courts.

         15.   NOTICE.   All notices and other communications hereunder shall be
in writing and shall be deemed to have been validly  served,  given or delivered
five (5) days after deposit in the United States mails,  by certified  mail with
return receipt requested and postage prepaid, when delivered personally, one (1)
day  delivered  to any  overnight  courier,  or when  transmitted  by  facsimile
transmission  and upon  confirmation of recipet and addressed to the party to be
notified as follows:


If to Placement Agent, to:               The May Davis Group, Inc.
                                         One World Trade Center
                                         New York, NY 10048
                                         Attention: Michael Jacobs
                                         Telephone: (212)775-7400
                                         Facsimile: (212) 775-8166

With Copy to:                            Butler Gonzalez LLP
                                         1000 Stuyvesant Avenue
                                         Union, NJ 07083
                                         Attention:  David Gonzalez, Esq.
                                         Telephone:  (908) 810-8588
                                         Facsimile:  (908) 810-0973

If to the Company, to:                   Rubber Technology International Inc.
                                         3185 E. Washington Blvd
                                         Los Angeles, CA 90023
                                         Attention:  Fred Schmidt
                                                     Chief Financial Officer
                                         Telephone:  (323) 268-6842
                                         Facsimile:  (323) 268-7328

With a copy to:                          Kirkpatrick & Lockhart LLP
                                         201 South Biscayne Blvd. - Suite 2000
                                         Miami, Fl 33131
                                         Attention:  Clayton E. Parker, Esq.
                                         Telephone:  (305) 539-3300
                                         Facsimile:  (305) 358-7095


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<PAGE>


If to Escrow Agent, to:                  First Union National Bank,
                                         407 Main Street
                                         Metuchen, NJ 08840
                                         Attention:  Robert Mercado
                                                     Carmela Agugliaro
                                         Telephone:  (732) 452-3005



Or to such other address as each party may designate for itself by like notice.

16. AMENDMENTS OR WAIVER. This Agreement may be changed,  waived,  discharged or
terminated only by a writing signed by the parties hereto.  No delay or omission
by any party in  exercising  any right  with  respect  hereto  shall  operate as
waiver.  A waiver on any one  occasion  shall not be  construed  as a bar to, or
waiver of, any right or remedy on any future occasion.

17. SEVERABILITY. To the extent any provision of this Agreement is prohibited by
or invalid under  applicable  law, such  provision  shall be  ineffective to the
extent of such prohibition, or invalidity, without invalidating the remainder of
such provision or the remaining provisions of this Agreement.


            18.  GOVERNING   LAW.   This   Agreement   shall  be  construed  and
interpreted  in  accordance  with the  internal  laws of the State of New Jersey
without giving effect to the conflict of laws principles thereof.

            19 ENTIRE  AGREEMENT.   This  Agreement   constitutes  the  entire
Agreement  between  the  parties  relating  to  the  holding,   investment,  and
disbursement  of  the  Escrow  Funds  and  sets  forth  in  their  entirety  the
obligations and duties of the Escrow Agent with respect to the Escrow Funds.

            20.  BINDING EFFECT. All of the terms of this Agreement,  as amended
from  time to time,  shall be  binding  upon,  inure  to the  benefit  of and be
enforceable  by the  respective  heirs,  successors and assigns of the Placement
Agent, the Company, or the Escrow Agent.

            21. EXECUTION OF COUNTERPARTS. This Agreement and any Joint Written
Direction  may be  executed  in  counter  parts,  which when so  executed  shall
constitute one and same agreement or direction.

            22.  TERMINATION. Upon the first to occur of the disbursement of all
amounts  in the  Escrow  Funds  pursuant  to  Joint  Written  Directions  or the
disbursement of all amounts in the Escrow Funds into court pursuant to Section 7


                                       11
<PAGE>

hereof,  this Agreement  shall  terminate and Escrow Agent shall have no further
obligation or liability  whatsoever with respect to this Agreement or the Escrow
Funds.


                   [REMAINDER OF PAGE INTENIONALLY LEFT BLANK]







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         IN WITNESS  WHEREOF the parties have hereunto set their hands and seals
the day and year above set forth.

                                            RUBBER TECHNOLOGY INTERNATIONAL INC.

                                            By: /s/ Fred Schmidt
                                                ---------------------------
                                                Name: Fred Schmidt
                                                Title: Chief Financial Officer


                                            FIRST UNION NATIONAL BANK

                                            By: /s/ Robert Mercado
                                                ---------------------------
                                                Name: Robert Mercado
                                                Title: As Escrow Agent


                                            THE MAY DAVIS GROUP, INC.

                                            By: /s/ Michael Jacobs
                                                ---------------------------
                                                Name: Michael Jacobs
                                                Title: Managing Director

















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