RUBBER TECHNOLOGY INC
                            PLACEMENT AGENT AGREEMENT



                                                  Dated as of: March 1,  2001

May Davis Group, Inc.
One World Trade Center - Suite 8735
New York, New York, 10048

Ladies and Gentlemen:

         The undersigned,  Rubber Technology Inc. (the "COMPANY"), hereby agrees
with May Davis Group, Inc. ("MAY DAVIS") as follows:

         1.  OFFERING.  The  Company  hereby  engages  May  Davis  to act as its
exclusive  placement agent in connection with the Securities  Purchase Agreement
(as defined herein) for the issuance and sale by the Company (the "OFFERING") of
the Company's Common Stock, $0. 001 par value per share (the "COMMON STOCK"), at
a price  per  share  equal to the  Securities  Purchase  Price,  as that term is
defined in the Securities  Purchase  Agreement dated the date hereof between the
Company and the Investor named therein ( the "SECURITIES  PURCHASE  AGREEMENT"),
for an  aggregate  price  of  Five  Hundred  Thousand  Dollars  ($500,000).  All
capitalized  terms used  herein and not  otherwise  defined  shall have the same
meaning ascribed to them as in the Securities Purchase  Agreement.  The Investor
will be granted certain  registration rights with respect to the Common Stock as
more fully set forth in the Registration  Rights  Agreement  between the Company
and the  Investor  dated the date  hereof.  The  documents  to be  executed  and
delivered in connection with the Offering,  including,  but not limited, to this
Agreement, the Securities Purchase Agreement, the Registration Rights Agreement,
the Escrow  Agreement with First Union  National Bank (the "ESCROW  AGREEMENT"),
are referred to sometimes hereinafter  collectively as the "OFFERING MATERIALS."
The  Company's  Common  Stock  is  sometimes  referred  to  hereinafter  as  the
"SECURITIES."  May Davis shall not be obligated to sell any  Securities and this
Offering by May Davis shall be solely on a "best efforts basis."

         2.       Information.
                  -----------
                  A. Upon the occurrence of each Closing,  the funds received in
respect  of the  shares  of  Common  Stock  purchased  by the  Investor  will be
disbursed in accordance with the terms of the Purchase Agreement, net of (i) the
commission  payable  to May  Davis,  equal to ten  percent  (10%)  of the  gross
proceeds from the sale of Common Stock,  and (ii) legal fees and other  expenses
related thereto due to May Davis's  counsel,  Butler Gonzalez LLP, an amount not
to exceed Fifteen Thousand Dollars ($15,000)

<PAGE>

                  B. In  addition  to the  foregoing  compensation,  the Company
shall issue to May Davis upon the execution of the Purchase  Agreement a warrant
in  substantially  the form  annexed  hereto as Exhibit "A" to purchase  500,000
shares of Common  Stock at an  exercise  of 110% of the Closing Bid Price of the
Company's Common Stock on the date of Closing;  each warrant exercisable in part
or in whole at any time by May Davis,  as  applicable,  at its  discretion for a
period of sixty (60) months from the date hereof  (collectively,  the "PLACEMENT
AGENT'S  WARRANTS").  The  Placement  Agent's  Warrants  shall be  issued to the
individuals  and in the  amounts set forth on  Schedule A attached  hereto.  May
Davis shall be entitled to certain  demand  registration  rights with respect to
the shares of Common  Stock  issuable  upon  exercise of the  Placement  Agent's
Warrants  pursuant to a registration  rights agreement in substantially the same
form annexed hereto (the "PLACEMENT AGENT'S REGISTRATION RIGHTS AGREEMENT").

         3.       Representations, Warranties and Covenants of May Davis.
                  ------------------------------------------------------
         A.       May Davis represents, warrants and covenants as follows:
                  (i)     May Davis has the  necessary  power to enter into this
Agreement  and  the  Escrow   Agreement  and  to  consummate  the   transactions
contemplated hereby and thereby.
                  (ii)    The  execution  and  delivery  by May  Davis  of  this
Agreement  , the  Escrow  Agreement  and the  consummation  of the  transactions
contemplated  herein and therein will not result in any  violation  of, or be in
conflict  with,  or constitute a default  under,  any agreement or instrument to
which May Davis is a party or by which May Davis or its properties are bound, or
any judgment,  decree, order or, to May Davis's knowledge,  any statute, rule or
regulation applicable to May Davis. This Agreement and the Escrow Agreement when
executed  and  delivered  by May Davis,  will  constitute  the legal,  valid and
binding  obligations  of  May  Davis,   enforceable  in  accordance  with  their
respective  terms,  except to the extent that (a) the  enforceability  hereof or
thereof may be limited by bankruptcy, insolvency, reorganization,  moratorium or
similar laws from time to time in effect and  affecting  the rights of creditors
generally,  (b) the  enforceability  hereof or  thereof  is  subject  to general
principles of equity,  or (c) the  indemnification  provisions hereof or thereof
may be held to be violative of public policy.
                  (iii)   Upon  receipt  of  an  executed   Securities  Purchase
Agreement,  a  Registration  Rights  Agreement  and  Escrow  Agreement  and  the
documents related thereto,  May Davis will,  through the Escrow Agent,  promptly
forward  copies of the Purchase  Agreement,  Registration  Rights  Agreement and
Escrow  Agreement  and the  documents  related  thereto  to the  Company  or its
counsel.
                  (iv)    May Davis will not  deliver any  documents  related to
the Offering to any person it does not  reasonably  believe to be an  Accredited
Investor as defined in Rule 501 (a) (3) of Regulation D.
                  (v)     May Davis will not intentionally  take any action that
it reasonably believes would cause the Offering to violate the provisions of the
1933 Act, the 1934 Act, the respective rules and regulations  promulgated  there
under (the "RULES AND  REGULATIONS")  or applicable "Blue Sky" laws of any state
or jurisdiction.
                  (vi)    May  Davis  shall  use  all   reasonable   efforts  to
determine  (a) whether the Investor is an  Accredited  Investor and (b) that any
information furnished by the Investor is true and accurate. May Davis shall have
no  obligation  to insure  that (x) any  check,  note,  draft or other  means of
payment for the Common Stock will be honored,  paid or  enforceable  against the

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<PAGE>


Investor in accordance  with its terms, or (y) subject to the performance of May
Davis's  obligations  and  the  accuracy  of  May  Davis's  representations  and
warranties  hereunder,   (1)  the  Offering  is  exempt  from  the  registration
requirements  of the 1933 Act or any applicable  state "Blue Sky" law or (2) the
Investor is an Accredited Investor.
                  (vii)   May Davis is a member of the  National Association  of
Securities  Dealers,  Inc., and is a broker-dealer  registered as such under the
1934 Act and under the  securities  laws of the  states in which the  Securities
will be  offered  or sold by May  Davis,  unless  an  exemption  for such  state
registration  is available  to May Davis.  May Davis is in  compliance  with all
material rules and regulations  applicable to May Davis generally and applicable
to May Davis's participation in the Offering.

         4.       Representations and Warranties of the Company.
                  ---------------------------------------------
         A.       The Company represents and warrants as follows:
                  (i)     The  execution,  delivery and  performance  of each of
this Agreement, the Securities Purchase Agreement, the Escrow Agreement, and the
Registration Rights Agreement has been or will be duly and validly authorized by
the Company and is, or with respect to this Agreement,  the Securities  Purchase
Agreement,  the Escrow Agreement, and the Registration Rights Agreement will be,
a valid and binding agreement of the Company, enforceable in accordance with its
respective  terms,  except to the extent that (a) the  enforceability  hereof or
thereof may be limited by bankruptcy, insolvency, reorganization,  moratorium or
similar laws from time to time in effect and  affecting  the rights of creditors
generally,  (b) the  enforceability  hereof or  thereof  is  subject  to general
principles of equity or (c) the indemnification provisions hereof or thereof may
be held to be violative of public policy.  The Securities to be issued  pursuant
to the transactions  contemplated by this Agreement and the Securities  Purchase
Agreement have been duly  authorized and, when issued and paid for in accordance
with  (x)  this   Agreement,   the   Securities   Purchase   Agreement  and  the
certificates/instruments  representing  such  Securities,  (y) will be valid and
binding  obligations  of the  Company,  enforceable  in  accordance  with  their
respective terms,  except to the extent that (1) the enforceability  thereof may
be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws
from time to time in effect and affecting the rights of creditors generally, and
(2) the  enforceability  thereof is subject to general principles of equity. All
corporate action required to be taken for the  authorization,  issuance and sale
of the Securities has been duly and validly taken by the Company.


                  (ii)    The  Company  has  a  duly   authorized,   issued  and
outstanding  capitalization as set forth in the Securities  Purchase  Agreement.
The  Company is not a party to or bound by any  instrument,  agreement  or other
arrangement  providing  for it to issue any  capital  stock,  rights,  warrants,
options  or other  securities,  except  for this  Agreement  and the  agreements
described  herein and as described in the  Securities  Purchase  Agreement.  All
issued and outstanding  securities of the Company, have been duly authorized and
validly issued and are fully paid and  non-assessable;  the holders thereof have
no rights of rescission or  preemptive  rights with respect  thereto and are not
subject to personal  liability solely by reason of being security  holders;  and
none of such securities was issued in violation of the preemptive  rights of any
holders of any security of the  Company.  The Company has  75,000,000  shares of
authorized  Common Stock,  70,660,940 of which will be issued and outstanding as
of the date hereof.


                                       3
<PAGE>

                  (iii)   The  Common  Stock to be  issued  in  accordance  with
Securities  Purchase Agreement has been duly authorized and when issued and paid
for in  accordance  with the this  Agreement,  the  Purchase  Agreement  and the
certificates/instruments representing such Common Stock, will be validly issued,
fully-paid  and  non-assessable;  the  holders  thereof  will not be  subject to
personal  liability solely by reason of being such holders;  such Securities are
not and will not be  subject  to the  preemptive  rights  of any  holder  of any
security of the Company.
                  (iv)    The Company has good and marketable title to, or valid
and enforceable  leasehold  estates in, all items of real and personal  property
necessary to conduct its business  (including,  without limitation,  any real or
personal property stated in the Offering  Materials to be owned or leased by the
Company), free and clear of all liens, encumbrances,  claims, security interests
and defects of any material nature whatsoever, other than those set forth in the
Offering Materials and liens for taxes not yet due and payable.
                  (v)     There  is no  litigation  or  governmental  proceeding
pending  or, to the best of the  Company's  knowledge,  threatened  against,  or
involving the properties or business of the Company,  except as set forth in the
Offering Materials.
                  (vi)    The  Company  has been duly  organized  and is validly
existing  as a  corporation  in good  standing  under  the laws of the  State of
Florida. Except as set forth in the Offering Materials, the Company does not own
or control,  directly  or  indirectly,  an  interest  in any other  corporation,
partnership,  trust, joint venture or other business entity. The Company is duly
qualified  or licensed  and in good  standing as a foreign  corporation  in each
jurisdiction   in  which  the   character  of  its   operations   requires  such
qualification or licensing and where failure to so qualify would have a material
adverse effect on the Company. The Company has all requisite corporate power and
authority,  and all material and necessary  authorizations,  approvals,  orders,
licenses,  certificates  and  permits  of and from all  governmental  regulatory
officials  and bodies  (domestic  and  foreign) to conduct its  businesses  (and
proposed  business) as described in the Offering  Materials.  Any disclosures in
the Offering  Materials  concerning the effects of foreign,  federal,  state and
local  regulation  on the  Company's  businesses  as currently  conducted and as
contemplated  are correct in all  material  respects  and do not omit to state a
material fact.  The Company has all corporate  power and authority to enter into
this Agreement,  the Securities  Purchase  Agreement,  the  Registration  Rights
Agreement,  and the Escrow Agreement, to carry out the provisions and conditions
hereof and  thereof,  and all  consents,  authorizations,  approvals  and orders
required in connection  herewith and therewith have been  obtained.  No consent,
authorization or order of, and no filing with, any court,  government  agency or
other body is  required by the Company  for the  issuance of the  Securities  or
execution and delivery of the Securities  Purchase  Agreement,  the Registration
Rights  Agreement,  and the Escrow Agreement  except for applicable  federal and
state  securities laws. The Company,  since its inception,  has not incurred any
liability  arising  under  or as a  result  of  the  application  of  any of the
provisions  of the 1933 Act,  the 1934 Act or the Rules and  Regulations.
                  (vii)   There  has  been no  material  adverse  change  in the
condition or prospects of the Company,  financial or otherwise,  from the latest
dates as of which such  condition or prospects,  respectively,  are set forth in
the Offering Materials,  and the outstanding debt, the property and the business
of the Company  conform in all  material  respects to the  descriptions  thereof
contained in the Offering Materials.


                                       4
<PAGE>


                  (viii)  Except as set  forth in the  Offering  Materials,  the
Company is not in breach of, or in default  under,  any term or provision of any
material  indenture,  mortgage,  deed of trust,  lease, note, loan or Securities
Purchase Agreement or any other material  agreement or instrument  evidencing an
obligation for borrowed money, or any other material  agreement or instrument to
which  it is a party or by  which  it or any of its  properties  may be bound or
affected.  The Company is not in  violation  of any  provision of its charter or
by-laws or in violation of any franchise,  license, permit, judgment,  decree or
order, or in violation of any material statute, rule or regulation.  Neither the
execution and delivery of this Agreement, the Securities Purchase Agreement, the
Registration Rights Agreement,  the Escrow Agreement,  nor the issuance and sale
or delivery of the Securities,  nor the  consummation of any of the transactions
contemplated herein or in the Securities  Purchase  Agreement,  the Registration
Rights Agreement,  and the Escrow  Agreement,  nor the compliance by the Company
with the terms and provisions  hereof or thereof,  has  conflicted  with or will
conflict  with,  or has  resulted  in or will  result in a breach of, any of the
terms and provisions of, or has  constituted or will constitute a default under,
or has  resulted in or will result in the  creation or  imposition  of any lien,
charge or encumbrance  upon any property or assets of the Company or pursuant to
the terms of any indenture,  mortgage,  deed of trust,  note, loan or Securities
Purchase Agreement or any other agreement or instrument evidencing an obligation
for borrowed  money,  or any other  agreement or instrument to which the Company
may be bound or to which any of the property or assets of the Company is subject
except (a) where such  default,  lien,  charge or  encumbrance  would not have a
material  adverse  effect on the Company and (b) as  described  in the  Offering
Materials; nor will such action result in any violation of the provisions of the
charter or the by-laws of the Company or,  assuming the due  performance  by May
Davis of its obligations hereunder,  any material statute or any material order,
rule or  regulation  applicable  to the Company of any court or of any  foreign,
federal,  state or other  regulatory  authority or other  government body having
jurisdiction over the Company.
                  (ix)    Subsequent  to the  dates as of which  information  is
given in the  Offering  Materials,  and except as may  otherwise be indicated or
contemplated herein or therein, the Company has not (a) issued any securities or
incurred any liability or obligation,  direct or contingent, for borrowed money,
or (b)  entered  into any  transaction  other  than in the  ordinary  course  of
business, or (c) declared or paid any dividend or made any other distribution on
or in  respect  of its  capital  stock.  Except  as  described  in the  Offering
Materials, the Company has no outstanding obligations to any officer or director
of the Company.
                  (x)     There are no claims  for  services  in the nature of a
finder's or origination  fee with respect to the sale of the Common Stock or any
other  arrangements,  agreements or  understandings  that may affect May Davis's
compensation,  as determined by the National  Association of Securities Dealers,
Inc.
                  (xi)    The Company owns or  possesses,  free and clear of all
liens or  encumbrances  and rights  thereto or  therein  by third  parties,  the
requisite  licenses  or  other  rights  to use all  trademarks,  service  marks,
copyrights,  service  names,  trade  names,  patents,  patent  applications  and
licenses necessary to conduct its business (including,  without limitation,  any
such  licenses or rights  described in the Offering  Materials as being owned or
possessed by the Company)  and,  except as set forth in the Offering  Materials,
there is no claim or action by any person pertaining to, or proceeding,  pending
or threatened, which challenges the exclusive rights of the Company with respect
to any  trademarks,  service  marks,  copyrights,  service  names,  trade names,
patents,  patent  applications and licenses used in the conduct of the Company's
businesses (including, without limitation, any such licenses or rights described


                                       5
<PAGE>

in the Offering Materials as being owned or possessed by the Company) except any
claim or action that would not have a material  adverse  effect on the  Company;
the Company's  current  products,  services or processes do not infringe or will
not infringe on the patents currently held by any third party.
                  (xii)   Except as described  in the  Offering  Materials,  the
Company  is not  under  any  obligation  to pay  royalties  or fees of any  kind
whatsoever  to any third party with respect to any  trademarks,  service  marks,
copyrights,  service names, trade names, patents, patent applications,  licenses
or technology it has developed, uses, employs or intends to use or employ, other
than to their respective licensors.
                  (xiii)  Subject  to  the  performance  by  May  Davis  of  its
obligations hereunder,  the Securities Purchase Agreement and the offer and sale
of the Securities  comply,  and will continue to comply,  up to the Registration
Period  (as  defined  in the  Securities  Purchase  Agreement)  in all  material
respects with the  requirements  of Rule 506 of Regulation D promulgated  by the
SEC  pursuant to the 1933 Act and any other  applicable  federal and state laws,
rules,  regulations and executive orders. Neither the Offering Materials nor any
amendment or  supplement  thereto nor any  documents  prepared by the Company in
connection  with the Offering  will  contain any untrue  statement of a material
fact or omit to state  any  material  fact  required  to be  stated  therein  or
necessary to make the statements  therein,  in light of the circumstances  under
which they were made,  not  misleading.  All statements of material facts in the
Offering Materials are true and correct as of the date of the Offering Materials
and will be true and correct on the date of the Closing.
                  (xiv) All  material  taxes which are due and payable  from the
Company  have been  paid in full or  adequate  provision  has been made for such
taxes on the books of the Company  except for those taxes disputed in good faith
the Company does not have any tax  deficiency or claim  outstanding  assessed or
proposed against it.
                  (xv) None of the Company nor any of its  officers,  directors,
employees or agents, nor any other person acting on behalf of the Company,  has,
directly  or  indirectly,  given or agreed to give any  money,  gift or  similar
benefit (other than legal price  concessions to customers in the ordinary course
of  business)  to any  customer,  supplier,  employee  or agent of a customer or
supplier,  or official or employee of any governmental agency or instrumentality
of any government  (domestic or foreign) or any political party or candidate for
office  (domestic  or foreign) or other person who is or may be in a position to
help or hinder the business of the Company (or assist it in connection  with any
actual or  proposed  transaction)  which (A) might  subject  the  Company to any
damage  or  penalty  in  any  civil,  criminal  or  governmental  litigation  or
proceeding, or (B) if not given in the past, might have had a materially adverse
effect on the assets,  business or operations of the Company as reflected in any
of the financial statements  contained in the Offering Materials,  or (C) if not
continued in the future, might adversely affect the assets, business, operations
or prospects of the Company in the future.

         5.       Certain Covenants and Agreements of the Company.
         The Company covenants and agrees at its expense and without any expense
to May Davis as follows:
         A.       To advise  May  Davis of any  material  adverse  change in the
Company's  financial  condition,  prospects  or business  or of any  development
materially  affecting the Company or rendering untrue or misleading any material

                                       6
<PAGE>



statement in the Offering Materials occurring at any time as soon as the Company
is either informed or becomes aware thereof.
         B.       To use its commercially reasonable efforts to cause the Common
Stock  issuable in connection  with the Securities  Purchase  Agreement and upon
exercise of the Convertible Debentures to be qualified or registered for sale on
terms  consistent  with those stated in the  Registration  Rights  Agreement and
under the securities  laws of such  jurisdictions  as May Davis and the Investor
shall  reasonably  request,  provided that such states and  jurisdictions do not
require  the  Company  to  qualify  as  a  foreign  corporation.  Qualification,
registration  and  exemption  charges  and fees  shall  be at the sole  cost and
expense of the Company.
         C.       Upon written  request,  to provide and continue to provide the
each holder of  Securities,  copies of all quarterly  financial  statements  and
audited  annual  financial  statements  prepared by or on behalf of the Company,
other reports prepared by or on behalf of the Company for public  disclosure and
all documents delivered to the Company's stockholders.
         D.       To deliver, during the Registration Period, to May Davis, upon
May Davis's request,  within forty five (45) days, a statement of its income for
each such quarterly period,  and its balance sheet and a statement of changes in
stockholders'  equity as of the end of such quarterly period,  all in reasonable
detail,  certified by its principal financial or accounting officer; (ii) within
ninety (90) days after the close of each fiscal  year,  its balance  sheet as of
the close of such fiscal year,  together with a statement of income, a statement
of changes in stockholders'  equity and a statement of cash flow for such fiscal
year,  such  balance  sheet,  statement  of  income,  statement  of  changes  in
stockholders'  equity and statement of cash flow to be in reasonable  detail and
accompanied  by a copy of the  certificate  or  report  thereon  of  independent
auditors if audited financial  statements are prepared;  and (iii) a copy of all
documents,  reports and  information  furnished to its  stockholders at the time
that such documents,  reports and information are furnished to its stockholders.
         E.       To comply with the terms of the Securities Purchase Agreement,
the Registration Rights Agreement, and the Escrow Agreement.

         F.       To ensure that any transactions  between or among the Company,
or any of its officers, directors and affiliates be on terms and conditions that
are no less favorable to the Company,  than the terms and conditions  that would
be available in an "arm's length" transaction with an independent third party.

         6.       Indemnification.
                  ---------------
                  A.      The Company  hereby agrees that it will  indemnify and
hold  May  Davis  and  each   officer,   director,   shareholder,   employee  or
representative of May Davis, and each person controlling, controlled by or under
common  control  with May Davis within the meaning of Section 15 of the 1933 Act
or Section  20 of the 1934 Act or the SEC's  Rules and  Regulations  promulgated
thereunder (the "RULES AND REGULATIONS"),  harmless from and against any and all
loss, claim, damage, liability,  cost or expense whatsoever (including,  but not
limited  to,  any  and  all  reasonable   legal  fees  and  other  expenses  and
disbursements incurred in connection with investigating,  preparing to defend or
defending   any  action,   suit  or   proceeding,   including   any  inquiry  or
investigation,  commenced or threatened, or any claim whatsoever or in appearing
or preparing  for  appearance  as a witness in any action,  suit or  proceeding,
including  any  inquiry,   investigation  or  pretrial   proceeding  such  as  a
deposition)  to which  May  Davis or such  indemnified  person  of May Davis may
become subject under the 1933 Act, the 1934 Act, the Rules and  Regulations,  or


                                       7
<PAGE>

any other federal or state law or regulation,  common law or otherwise,  arising
out of or based upon (i) any untrue  statement or alleged untrue  statement of a
material  fact  contained in (a) Section 4 of this  Agreement,  (b) the Offering
Materials  (except  those written  statements  relating to May Davis given by an
indemnified person for inclusion therein), (c) any application or other document
or  written  communication  executed  by  the  Company  or  based  upon  written
information  furnished  by the  Company  filed in any  jurisdiction  in order to
qualify  the  Common  Stock  under the  securities  laws  thereof,  or any state
securities  commission  or agency;  (ii) the omission or alleged  omission  from
documents described in clauses (a), (b) or (c) above of a material fact required
to be stated therein or necessary to make the statements therein not misleading;
or (iii) the breach of any representation,  warranty, covenant or agreement made
by the Company in this Agreement. The Company further agrees that upon demand by
an  indemnified  person,  at any  time or from  time to time,  it will  promptly
reimburse such indemnified person for any loss, claim, damage,  liability,  cost
or expense  actually and reasonably paid by the  indemnified  person as to which
the Company has indemnified  such person pursuant  hereto.  Notwithstanding  the
foregoing  provisions of this Paragraph 6(A), any such payment or  reimbursement
by the Company of fees,  expenses or  disbursements  incurred by an  indemnified
person  in any  proceeding  in which a final  judgment  by a court of  competent
jurisdiction  (after all appeals or the expiration of time to appeal) is entered
against May Davis or such indemnified  person as a direct result of May Davis or
such person's gross negligence or willful misfeasance will be promptly repaid to
the Company.
         B.       May Davis hereby  agrees that it will  indemnify  and hold the
Company and each officer, director,  shareholder,  employee or representative of
the Company, and each person controlling,  controlled by or under common control
with the Company  within the meaning of Section 15 of the 1933 Act or Section 20
of the 1934 Act or the Rules and Regulations,  harmless from and against any and
all loss, claim, damage, liability,  cost or expense whatsoever (including,  but
not  limited  to,  any and all  reasonable  legal  fees and other  expenses  and
disbursements incurred in connection with investigating,  preparing to defend or
defending   any  action,   suit  or   proceeding,   including   any  inquiry  or
investigation,  commenced or threatened, or any claim whatsoever or in appearing
or preparing  for  appearance  as a witness in any action,  suit or  proceeding,
including  any  inquiry,   investigation  or  pretrial   proceeding  such  as  a
deposition) to which the Company or such  indemnified  person of the Company may
become subject under the 1933 Act, the 1934 Act, the Rules and  Regulations,  or
any other federal or state law or regulation,  common law or otherwise,  arising
out of or based upon (i) the conduct of May Davis or its officers,  employees or
representatives  in its acting as  Placement  Agent for the Offering or (ii) the
breach of any representation,  warranty, covenant or agreement made by May Davis
in this  Agreement  (iii) any false or  misleading  information  provided to the
Company by one of the May Davis indemnified persons.
         C.       Promptly  after receipt by an  indemnified  party of notice of
commencement  of any action  covered by  Section  6(A) or 6(B),  the party to be
indemnified shall,  within five (5) business days, notify the indemnifying party
of the  commencement  thereof;  the omission by one (1) indemnified  party to so
notify the indemnifying  party shall not relieve the  indemnifying  party of its
obligation to indemnify any other  indemnified  party that has given such notice
and shall not relieve the  indemnifying  party of any liability  outside of this
indemnification  if not  materially  prejudiced  thereby.  In the event that any
action is brought against the indemnified  party, the indemnifying party will be
entitled to participate  therein and, to the extent it may desire, to assume and


                                       8
<PAGE>

control  the  defense  thereof  with  counsel  chosen by it which is  reasonably
acceptable to the indemnified party. After notice from the indemnifying party to
such  indemnified  party of its election to so assume the defense  thereof,  the
indemnifying  party  will not be liable to such  indemnified  party  under  such
Section 6(A) or 6(B) for any legal or other  expenses  subsequently  incurred by
such  indemnified  party  in  connection  with  the  defense  thereof,  but  the
indemnified  party  may,  at its own  expense,  participate  in such  defense by
counsel  chosen by it,  without,  however,  impairing the  indemnifying  party's
control  of  the  defense.   Subject  to  the  proviso  of  this   sentence  and
notwithstanding  any other  statement  to the  contrary  contained  herein,  the
indemnified  party or  parties  shall  have the right to choose its or their own
counsel  and  control  the  defense  of any  action,  all at the  expense of the
indemnifying  party if,  (i) the  employment  of such  counsel  shall  have been
authorized in writing by the  indemnifying  party in connection with the defense
of  such  action  at  the  expense  of  the  indemnifying  party,  or  (ii)  the
indemnifying  party shall not have employed counsel  reasonably  satisfactory to
such  indemnified  party to have charge of the  defense of such action  within a
reasonable  time  after  notice of  commencement  of the  action,  or (iii) such
indemnified  party or parties shall have reasonably  concluded that there may be
defenses available to it or them which are different from or additional to those
available  to one  or  all  of the  indemnifying  parties  (in  which  case  the
indemnifying  parties  shall not have the right to direct  the  defense  of such
action on behalf of the  indemnified  party or parties),  in any of which events
such  fees  and  expenses  of one  additional  counsel  shall  be  borne  by the
indemnifying party; provided, however, that the indemnifying party shall not, in
connection with any one action or separate but substantially  similar or related
actions in the same jurisdiction  arising out of the same general allegations or
circumstance,  be liable for the  reasonable  fees and expenses of more than one
separate  firm of attorneys  at any time for all such  indemnified  parties.  No
settlement of any action or  proceeding  against an  indemnified  party shall be
made without the consent of the indemnifying party.
         D.       In order to provide  for just and  equitable  contribution  in
circumstances in which the indemnification  provided for in Section 6(A) or 6(B)
is due in accordance  with its terms but is for any reason held by a court to be
unavailable  on grounds of policy or otherwise,  the Company and May Davis shall
contribute to the aggregate losses,  claims,  damages and liabilities (including
legal or other expenses reasonably incurred in connection with the investigation
or defense  of same)  which the other may incur in such  proportion  so that May
Davis shall be  responsible  for such  percent of the  aggregate of such losses,
claims,  damages  and  liabilities  as shall equal the  percentage  of the gross
proceeds paid to May Davis and the Company shall be responsible for the balance;
provided, however, that no person guilty of fraudulent  misrepresentation within
the meaning of Section  11(f) of the 1933 Act shall be entitled to  contribution
from any  person who was not guilty of such  fraudulent  misrepresentation.  For
purposes of this Section 6(D),  any person  controlling,  controlled by or under
common  control with May Davis,  or any partner,  director,  officer,  employee,
representative  or any  agent of any  thereof,  shall  have the same  rights  to
contribution  as May Davis and each person  controlling,  controlled by or under
common control with the Company within the meaning of Section 15 of the 1933 Act
or Section 20 of the 1934 Act and each officer of the Company and each  director
of the Company shall have the same rights to  contribution  as the Company.  Any
party  entitled  to  contribution  will,  promptly  after  receipt  of notice of
commencement of any action,  suit or proceeding against such party in respect of
which a claim for  contribution  may be made  against the other party under this
Section 6(D),  notify such party from whom  contribution may be sought,  but the
omission  to so  notify  such  party  shall  not  relieve  the  party  from whom


                                       9
<PAGE>

contribution  may be  sought  from any  obligation  they may have  hereunder  or
otherwise if the party from whom  contribution  may be sought is not  materially
prejudiced thereby. The indemnity and contribution  agreements contained in this
Section 6 shall remain operative and in full force and effect  regardless of any
investigation  made by or on behalf of any indemnified person or any termination
of this Agreement.

         7.       Payment of Expenses.
                  -------------------
         The Company  hereby  agrees to bear all of the  expenses in  connection
with the Offering,  including,  but not limited to the  following:  filing fees,
printing and duplicating  costs,  advertisements,  postage and mailing  expenses
with respect to the transmission of Offering  Materials,  registrar and transfer
agent fees,  Escrow Agent fees and expenses,  fees of the Company's  counsel and
accountants, issue and transfer taxes, if any.

         8.       Conditions of Closing
                  ---------------------
         The Closing  shall be held at the offices of May Davis or its  counsel.
The  obligations  of May Davis  hereunder  shall be  subject  to the  continuing
accuracy of the  representations  and warranties of the Company herein as of the
date hereof and as of the Date of Closing (the  "CLOSING  DATE") with respect to
the Company as if it had been made on and as of such Closing Date;  the accuracy
on and as of the Closing Date of the  statements  of the officers of the Company
made pursuant to the provisions  hereof;  and the  performance by the Company on
and as of the Closing Date of its covenants and obligations hereunder and to the
following further conditions:
         A.       At the  Closing,  May  Davis  shall  receive  the  opinion  of
Kirkpatrick & Lockhart LLP,  dated as of the date of the Closing,  which opinion
shall be in form and substance reasonably satisfactory to counsel for May Davis.
         B.       At or prior to the  Closing,  counsel for May Davis shall have
been furnished such documents,  certificates and opinions as they may reasonably
require  for the  purpose of  enabling  them to review or pass upon the  matters
referred  to in this  Agreement  and the  Offering  Materials,  or in  order  to
evidence   the   accuracy,   completeness   or   satisfaction   of  any  of  the
representations, warranties or conditions herein contained.
         C.       At and  prior to the  Closing,  (i) there  shall  have been no
material  adverse change nor development  involving a prospective  change in the
condition or prospects or the business  activities,  financial or otherwise,  of
the Company from the latest dates as of which such condition is set forth in the
Offering  Materials;  (ii)  there  shall  have been no  transaction,  not in the
ordinary  course of  business,  entered  into by the Company  which has not been
disclosed in the Offering Materials or to May Davis in writing;  (iii) except as
set forth in the Offering  Materials,  the Company shall not be in default under
any provision of any instrument  relating to any  outstanding  indebtedness  for
which a waiver or extension has not been otherwise received;  (iv) except as set
forth  in the  Offering  Materials,  the  Company  shall  not  have  issued  any
securities (other than those to be issued as provided in the Offering Materials)
or declared or paid any dividend or made any  distribution  of its capital stock
of any class and there shall not have been any change in the indebtedness  (long
or short term) or  liabilities  or  obligations  of the Company  (contingent  or
otherwise) and trade payable debt;  (v) no material  amount of the assets of the
Company  shall  have been  pledged  or  mortgaged,  except as  indicated  in the
Offering Materials; and (v) no action, suit or proceeding,  at law or in equity,


                                       10
<PAGE>

against the Company or affecting any of its  properties  or businesses  shall be
pending or  threatened  before or by any court or  federal or state  commission,
board  or  other  administrative  agency,   domestic  or  foreign,   wherein  an
unfavorable  decision,  ruling or finding could materially  adversely affect the
businesses, prospects or financial condition or income of the Company, except as
set forth in the Offering  Materials.
         D.       At  Closing,  May Davis  shall  receive a  certificate  of the
Company signed by an executive officer and chief financial officer,  dated as of
the  applicable  Closing,  to the  effect  that  the  conditions  set  forth  in
subparagraph  (C) above  have been  satisfied  and  that,  as of the  applicable
closing,  the representations and warranties of the Company set forth herein are
true  and  correct.
         9.       Termination.
                  -----------
         This Agreement  shall be co-terminus  with, and terminate upon the same
terms and conditions as those set forth in, the Securities  Purchase  Agreement.
The  rights  of the  Investor  and the  obligations  of the  Company  under  the
Registration  Rights Agreement,  and the rights of May Davis and the obligations
of the Company shall survive the termination of this Agreement  unabridged.
         10.      Miscellaneous.
                  -------------
         A.       This Agreement may be executed in any number of  counterparts,
each of which shall be deemed to be an  original,  but all which shall be deemed
to be one and the same  instrument.

         B.       Any notice  required or permitted to be given  hereunder shall
be given in writing and shall be deemed  effective  when deposited in the United
States mail, postage prepaid, or when received if personally  delivered or faxed
( upon  confirmation  of receipt  received by the sending  party),  addressed 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 Inc.
                                         3185 E. Washington Blvd.
                                         Los Angeles, CA 90023

                                       11
<PAGE>

                                         Attention:   Fred Schmidt
                                         Chief Financial Officer
                                         Telephone: (323) 268-6824
                                         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

or to such other address of which written notice is given to the others.

         C.       This  Agreement  shall be  governed  by and  construed  in all
respects  under  the laws of the  State of New York,  without  reference  to its
conflict of laws rules or principles. Any suit, action, proceeding or litigation
arising out of or relating to this Agreement  shall be brought and prosecuted in
such  federal or state court or courts  located  within the State of New York as
provided by law. The parties hereby irrevocably and  unconditionally  consent to
the  jurisdiction  of each such court or courts  located within the State of New
York and to service of process by registered or certified  mail,  return receipt
requested,  or by any other  manner  provided  by  applicable  law,  and  hereby
irrevocably and unconditionally  waive any right to claim that any suit, action,
proceeding  or litigation  so commenced  has been  commenced in an  inconvenient
forum.

         D.       This  Agreement  and the other  agreements  referenced  herein
contain  the entire  understanding  between  the  parties  hereto and may not be
modified or amended  except by a writing  duly signed by the party  against whom
enforcement of the modification or amendment is sought.

         E.       If any provision of this Agreement shall be held to be invalid
or unenforceable, such invalidity or unenforceability shall not affect any other
provision of this Agreement.



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<PAGE>


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


                                    RUBBER TECHNOLOGY INC.
                                    By:  /s/ Fred Schmidt
                                        -------------------------------
                                        Name: Fred Schmidt
                                        Title:  Chief Financial Officer



                                    MAY DAVIS GROUP, INC.



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