REGISTRATION RIGHTS AGREEMENT


         REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"),  dated as of March 1,
2001 by and among RUBBER TECHNOLOGY  INTERNATIONAL INC., a Florida  corporation,
with its principal  office located at 3185 E.  Washington  Blvd, Los Angles,  CA
90023 (the "COMPANY"),  and May Davis Group,  Inc., with its principal office at
One World Trade Center, Suite 8735, New York, NY ("MAY DAVIS").

         WHEREAS:

         A. In connection with the Placement Agent Agreement between the parties
hereto of even date herewith (the "PLACEMENT AGENT AGREEMENT"),  the Company has
agreed to issue common stock purchase  warrants to purchase an aggregate of five
hundred  thousand  (500,000)  shares of the Company's  common  stock,  par value
$0.0001 per share (the "COMMON STOCK"), at various exercise prices for a term of
five (5) years  from the date of  issuance  of such  warrants  (individually,  a
"WARRANT"  and  collectively,  the  "WARRANTS").  Capitalized  terms not defined
herein shall have the meaning ascribed to them in the Placement Agent Agreement.

         B. To induce the  Placement  Agent to enter to execute  and deliver the
Placement   Agent   Agreement,   the  Company  has  agreed  to  provide  certain
registration rights under the Securities Act of 1933, as amended,  and the rules
and regulations there under, or any similar successor statute (collectively, the
"1933 ACT"), and applicable state securities laws, with respect to the shares of
Common Stock issuable upon exercise of the Warrants (the "WARRANT SHARES").



         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants  contained  herein  and other  good and  valuable  consideration,  the
receipt and  sufficiency of which are hereby  acknowledged,  the Company and the
Warrant Holders hereby agree as follows:

         1.       DEFINITIONS.
                  -----------

                  As used in this Agreement,  the following terms shall have the
following meanings:

                  a. "WARRANT  HOLDER" means a Warrant Holder and any transferee
or assignee  thereof to whom an Warrant  Holder  assigns  its rights  under this
Agreement and who agrees to become bound by the  provisions of this Agreement in
accordance with Section 9.

                  b. "PERSON" means a corporation,  a limited liability company,
an association,  a partnership,  an organization,  a business, an individual,  a
governmental or political subdivision thereof or a governmental agency.



<PAGE>


                  c. "REGISTER,"  "REGISTERED,"  and  "REGISTRATION"  refer to a
registration   effected  by  preparing  and  filing  one  or  more  Registration
Statements  (as defined  below) in compliance  with the 1933 Act and pursuant to
Rule 415  under  the 1933  Act or any  successor  rule  providing  for  offering
securities on a continuous or delayed basis ("RULE 415"), and the declaration or
ordering of effectiveness of such Registration Statement(s) by the United States
Securities and Exchange Commission (the "SEC").

                  d. "REGISTRABLE SECURITIES" means the 500,000 shares of Common
Stock  issuable  to Warrant  Holders  upon  conversion  of the  Warrants  issues
pursuant to the Placement Agent Agreement.

                  e. "REGISTRATION  STATEMENT"  means a  registration  statement
under the 1933 Act which covers the Registrable Securities.

         2.       REGISTRATION.
                  ------------

                  a. MANDATORY REGISTRATION.  The Company shall prepare and file
with the SEC a Registration  Statement on Form S-3 covering the resale of all of
the Registrable Securities. In the event that Form S-3 is unavailable for such a
registration,  the Company  shall use such other form as is available for such a
registration. The Company shall cause such Registration Statement to be declared
effective by the SEC prior to the first conversion by the Warrant Holders of the
Warrants issued pursuant to the Placement Agent Agreement.

                  b.  INELIGIBILITY  FOR FORM S-3. In the event that Form S-3 is
not available for the  registration  of Registrable  Securities  hereunder,  the
Company  shall (i) register the sale of the  Registrable  Securities  on another
appropriate  form and (ii) undertake to register the  Registrable  Securities on
Form S-3 as soon as such form is  available,  provided  that the  Company  shall
maintain the  effectiveness of the  Registration  Statement then in effect until
such time as a  Registration  Statement  on Form S-3  covering  the  Registrable
Securities has been declared effective by the SEC.

                  c. SUFFICIENT  NUMBER OF SHARES  REGISTERED.  In the event the
number of shares  available  under a  Registration  Statement  filed pursuant to
Section 2(a) is insufficient to cover all of the  Registrable  Securities  which
are issuable to the Warrant  Holders  upon  conversion  of the  Warrants  issued
pursuant  to  the  Placement  Agent  Agreement,  the  Company  shall  amend  the
Registration  Statement, or file a new Registration Statement (on the short form
available  therefore,  if  applicable),  or  both,  so as to  cover  all of such
Registrable  Securities  issuable to the Warrant  Holders upon conversion of the
Warrants   issued   pursuant  to  the  Placement  Agent  Agreement  as  soon  as
practicable,  but in any event not later than fifteen (15)  business  days after
the necessity  therefore arises.  The Company shall use it best efforts to cause
such amendment and/or new Registration  Statement to become effective as soon as
practicable  following  the  filing  thereof.  For  purposes  of  the  foregoing
provision,  the number of shares available under a Registration  Statement shall
be deemed  "insufficient  to cover all of the Registrable  Securities" if at any
time the  number of  Registrable  Securities  issuable  upon  conversion  of the
Warrants is greater  than the number of shares  available  for resale under such
Registration Statement.


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<PAGE>


         3.       RELATED OBLIGATIONS.
                  -------------------

                  a. The Company shall keep the Registration Statement effective
during the term of the Warrant  pursuant to Rule 415 at all times until the date
on which the  Warrant  Holder  shall  have sold all the  Registrable  Securities
covered  by such  Registration  Statement  (the  "REGISTRATION  PERIOD"),  which
Registration  Statement  (including any  amendments or  supplements  thereto and
prospectuses  contained  therein)  shall not contain any untrue  statement  of a
material fact or omit to state a material fact required to be stated therein, or
necessary to make the statements therein, in light of the circumstances in which
they were made, not misleading.

                  b.  The  Company  shall  prepare  and  file  with the SEC such
amendments   (including   post-effective   amendments)   and  supplements  to  a
Registration   Statement  and  the  prospectus  used  in  connection  with  such
Registration  Statement,  which  prospectus is to be filed  pursuant to Rule 424
promulgated  under the 1933 Act, as may be necessary  to keep such  Registration
Statement  effective at all times during the  Registration  Period,  and, during
such  period,  comply with the  provisions  of the 1933 Act with  respect to the
disposition  of all  Registrable  Securities  of the  Company  covered  by  such
Registration  Statement  until such time as all of such  Registrable  Securities
shall  have  been  disposed  of in  accordance  with  the  intended  methods  of
disposition by the seller or sellers  thereof as set forth in such  Registration
Statement. In the case of amendments and supplements to a Registration Statement
which are required to be filed pursuant to this Agreement (including pursuant to
this Section 3(b)) by reason of the Company's filing a report on Form 10-K, Form
10-Q or Form 8-K or any analogous  report under the  Securities  Exchange Act of
1934,  as amended (the "1934 ACT"),  the Company  shall have  incorporated  such
report by reference into the  Registration  Statement,  if applicable,  or shall
file such  amendments or  supplements  with the SEC on the same day on which the
1934 Act report is filed which created the  requirement for the Company to amend
or supplement the Registration Statement.


                  c. The Company  shall  furnish to each  Warrant  Holder  whose
Registrable  Securities  are  included in any  Registration  Statement,  without
charge,  (i) at  least  one  copy of such  Registration  Statement  as  declared
effective  by  the  SEC  and  any  amendment(s)  thereto,   including  financial
statements and schedules,  all documents incorporated therein by reference,  all
exhibits  and each  preliminary  prospectus,  (ii) ten (10)  copies of the final
prospectus  included  in such  Registration  Statement  and all  amendments  and
supplements  thereto (or such other number of copies as such Warrant  Holder may
reasonably  request) and (iii) such other  documents as such Warrant  Holder may
reasonably  request from time to time in order to facilitate the  disposition of
the Registrable Securities owned by such Warrant Holder.

                 d. The Company  shall use its best efforts to (i) register and
qualify the  Registrable  Securities  covered by a Registration  Statement under
such other  securities  or "blue sky" laws of such  jurisdictions  in the United
States as any Warrant Holder reasonably requests, (ii) prepare and file in those
jurisdictions,   such  amendments  (including  post-effective   amendments)  and
supplements  to such  registrations  and  qualifications  as may be necessary to


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<PAGE>

maintain the effectiveness  thereof during the Registration  Period,  (iii) take
such other  actions as may be  necessary  to  maintain  such  registrations  and
qualifications in effect at all times during the Registration  Period,  and (iv)
take all  other  actions  reasonably  necessary  or  advisable  to  qualify  the
Registrable Securities for sale in such jurisdictions;  provided,  however, that
the  Company  shall not be required in  connection  therewith  or as a condition
thereto to (w) make any change to its certificate of  incorporation  or by-laws,
(x) qualify to do business in any  jurisdiction  where it would not otherwise be
required to qualify but for this  Section  3(d),  (y) subject  itself to general
taxation in any such  jurisdiction,  or (z) file a general consent to service of
process in any such jurisdiction. The Company shall promptly notify each Warrant
Holder who holds  Registrable  Securities  of the  receipt by the Company of any
notification with respect to the suspension of the registration or qualification
of any of the Registrable Securities for sale under the securities or "blue sky"
laws of any jurisdiction in the United States or its receipt of actual notice of
the initiation or threat of any proceeding for such purpose.

                  e. As promptly as  practicable  after  becoming  aware of such
event or development, the Company shall notify each Warrant Holder in writing of
the  happening  of any event as a result of which the  prospectus  included in a
Registration  Statement,  as then in effect,  includes an untrue  statement of a
material fact or omission to state a 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  (provided  that in no event  shall such
notice  contain any material,  nonpublic  information),  and promptly  prepare a
supplement  or amendment to such  Registration  Statement to correct such untrue
statement  or  omission,  and  deliver  ten (10)  copies of such  supplement  or
amendment to each Warrant  Holder.  The Company shall also promptly  notify each
Warrant Holder in writing (i) when a prospectus or any prospectus  supplement or
post-effective  amendment has been filed,  and when a Registration  Statement or
any  post-effective   amendment  has  become  effective  (notification  of  such
effectiveness shall be delivered to each Warrant Holder by facsimile on the same
day of such  effectiveness),  (ii) of any request by the SEC for  amendments  or
supplements  to a  Registration  Statement  or  related  prospectus  or  related
information,  and  (iii)  of  the  Company's  reasonable  determination  that  a
post-effective amendment to a Registration Statement would be appropriate.

                  f. The  Company  shall use its best  efforts  to  prevent  the
issuance  of  any  stop  order  or  other   suspension  of  effectiveness  of  a
Registration  Statement,  or the suspension of the  qualification  of any of the
Registrable  Securities for sale in any jurisdiction within the United States of
America and, if such an order or suspension is issued,  to obtain the withdrawal
of such order or suspension at the earliest  possible  moment and to notify each
Warrant Holder who holds  Registrable  Securities  being sold of the issuance of
such order and the  resolution  thereof or its  receipt of actual  notice of the
initiation or threat of any proceeding for such purpose.

                  g.  At the  reasonable  request  of any  Warrant  Holder,  the
Company shall furnish to such Warrant Holder,  on the date of the  effectiveness
of the Registration  Statement and thereafter from time to time on such dates as
an Warrant Holder may reasonably request (i) a letter, dated such date, from the
Company's  independent  certified public accountants in form and substance as is
customarily given by independent certified public accountants to underwriters in


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<PAGE>

an underwritten public offering,  and (ii) an opinion, dated as of such date, of
counsel representing the Company for purposes of such Registration Statement, in
form,  scope and substance as is  customarily  given in an  underwritten  public
offering, addressed to the Warrant Holders.

                  h. The Company shall make  available for inspection by (i) any
Warrant Holder and (ii) one firm of accountants or other agents  retained by the
Warrant Holders  (collectively,  the "INSPECTORS")  all pertinent  financial and
other records,  and pertinent  corporate documents and properties of the Company
(collectively,  the "RECORDS"),  as shall be reasonably deemed necessary by each
Inspector,  and cause the Company's officers,  directors and employees to supply
all information which any Inspector may reasonably request;  provided,  however,
that each Inspector shall agree, and each Warrant Holder hereby agrees,  to hold
in strict  confidence  and shall not make any  disclosure  (except to an Warrant
Holder) or use of any Record or other information  which the Company  determines
in good faith to be confidential,  and of which determination the Inspectors are
so notified,  unless (a) the disclosure of such Records is necessary to avoid or
correct a misstatement or omission in any Registration Statement or is otherwise
required under the 1933 Act, (b) the release of such Records is ordered pursuant
to a final,  non-appealable subpoena or order from a court or government body of
competent  jurisdiction,  or (c) the  information  in such Records has been made
generally  available to the public other than by disclosure in violation of this
or any other  agreement  of which  the  Inspector  and the  Warrant  Holder  has
knowledge.  Each  Warrant  Holder  agrees  that it  shall,  upon  learning  that
disclosure  of such Records is sought in or by a court or  governmental  body of
competent jurisdiction or through other means, give prompt notice to the Company
and allow the  Company,  at its  expense,  to  undertake  appropriate  action to
prevent  disclosure of, or to obtain a protective  order for, the Records deemed
confidential.

                  i.  The  Company  shall  hold in  confidence  and not make any
disclosure of information  concerning a Warrant  Holder  provided to the Company
unless (i) disclosure of such information is necessary to comply with federal or
state  securities  laws, (ii) the disclosure of such information is necessary to
avoid or correct a misstatement or omission in any Registration Statement, (iii)
the  release of such  information  is ordered  pursuant  to a subpoena  or other
final,  non-appealable  order  from a court or  governmental  body of  competent
jurisdiction,  or (iv) such information has been made generally available to the
public other than by  disclosure  in  violation  of this  Agreement or any other
agreement.  The Company agrees that it shall,  upon learning that  disclosure of
such  information  concerning  a  Warrant  Holder  is sought in or by a court or
governmental body of competent  jurisdiction or through other means, give prompt
written  notice to such  Warrant  Holder and allow such Warrant  Holder,  at the
Warrant Holder's expense, to undertake  appropriate action to prevent disclosure
of, or to obtain a protective order for, such information.

                  j. The Company shall use its best efforts  either to cause all
the Registrable  Securities covered by a Registration Statement (i) to be listed
on each  securities  exchange  on which  securities  of the same class or series
issued  by the  Company  are  then  listed,  if  any,  if the  listing  of  such
Registrable  Securities is then permitted under the rules of such exchange or to
secure the  inclusion for  quotation on the National  Association  of Securities
Dealers,  Inc. OTC Bulletin Board for such Registrable  Securities.  The Company
shall pay all fees and expenses in connection  with  satisfying  its  obligation
under this Section 3(j).


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<PAGE>

                  k. The Company shall  cooperate  with the Warrant  Holders who
hold  Registrable  Securities  being offered and, to the extent  applicable,  to
facilitate the timely  preparation and delivery of certificates (not bearing any
restrictive  legend)  representing  the  Registrable  Securities  to be  offered
pursuant to a Registration  Statement and enable such certificates to be in such
denominations  or  amounts,  as the  case may be,  as the  Warrant  Holders  may
reasonably  request  and  registered  in such names as the  Warrant  Holders may
request.

                  l. The  Company  shall  use its  best  efforts  to  cause  the
Registrable  Securities covered by the applicable  Registration  Statement to be
registered with or approved by such other  governmental  agencies or authorities
as  may  be  necessary  to  consummate  the  disposition  of  such   Registrable
Securities.

                  m. The Company shall make generally  available to its security
holders as soon as practical,  but not later than 90 days after the close of the
period  covered  thereby,  an earnings  statement  (in form  complying  with the
provisions  of Rule 158 under  the 1933  Act)  covering  a  twelve-month  period
beginning  not later than the first day of the  Company's  fiscal  quarter  next
following the effective date of the Registration Statement.

                  n. The Company shall  otherwise use its best efforts to comply
with all  applicable  rules and  regulations  of the SEC in connection  with any
registration hereunder.

                  o. Within two (2) business days after a Registration Statement
which covers Registrable Securities is ordered effective by the SEC, the Company
shall deliver,  and shall cause legal counsel for the Company to deliver, to the
transfer  agent for such  Registrable  Securities  (with  copies to the  Warrant
Holders  whose   Registrable   Securities  are  included  in  such  Registration
Statement)  confirmation  that such  Registration  Statement  has been  declared
effective by the SEC in the form attached hereto as EXHIBIT A.

                  p.  The  Company  shall  take  all  other  reasonable  actions
necessary  to expedite  and  facilitate  disposition  by the Warrant  Holders of
Registrable Securities pursuant to a Registration Statement.

         4.       OBLIGATIONS OF THE WARRANT HOLDERS.
                  ----------------------------------

                  Each Warrant  Holder  agrees that,  upon receipt of any notice
from the Company of the happening of any event of the kind  described in Section
3(f) or the  first  sentence  of 3(e),  such  Warrant  Holder  will  immediately
discontinue  disposition of Registrable  Securities pursuant to any Registration
Statement(s)  covering such  Registrable  Securities until such Warrant Holder's
receipt of the copies of the supplemented or amended prospectus  contemplated by
Section 3(e) or receipt of notice that no  supplement  or amendment is required.
Notwithstanding  anything to the contrary,  the Company shall cause its transfer
agent to  deliver  unlegended  certificates  for  shares  of  Common  Stock to a
transferee of an Warrant  Holder in  accordance  with the terms of the Placement
Agreement in connection with any sale of Registrable  Securities with respect to


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<PAGE>

which an  Warrant  Holder  has  entered  into a  contract  for sale prior to the
Warrant  Holder's  receipt of a notice from the Company of the  happening of any
event of the kind  described in Section  3(f) or the first  sentence of 3(e) and
for which the Warrant Holder has not yet settled.

         5.       EXPENSES OF REGISTRATION.
                  ------------------------

                  All  expenses  incurred  in  connection  with   registrations,
filings or  qualifications  pursuant  to  Sections 2 and 3,  including,  without
limitation,  all registration,  listing and qualifications fees, printers, legal
and accounting fees shall be paid by the Company.

         6.       INDEMNIFICATION.
                  ---------------

                  With respect to Registrable Securities which are included in a
Registration Statement under this Agreement:

                  a. To the fullest  extent  permitted by law, the Company will,
and hereby does,  indemnify,  hold harmless and defend each Warrant Holder,  the
directors,  officers, partners, employees, agents,  representatives of, and each
Person,  if any, who controls any Warrant  Holder within the meaning of the 1933
Act or the 1934 Act (each, an "INDEMNIFIED PERSON"), against any losses, claims,
damages,  liabilities,  judgments, fines, penalties,  charges, costs, reasonable
attorneys'  fees,  amounts  paid in  settlement  or  expenses,  joint or several
(collectively,  "CLAIMS") incurred in investigating,  preparing or defending any
action, claim, suit, inquiry, proceeding, investigation or appeal taken from the
foregoing  by or  before  any  court or  governmental,  administrative  or other
regulatory  agency,  body or the SEC, whether pending or threatened,  whether or
not an indemnified party is or may be a party thereto  ("INDEMNIFIED  DAMAGES"),
to which any of them may become  subject  insofar as such  Claims (or actions or
proceedings,  whether commenced or threatened,  in respect thereof) arise out of
or are based upon:  (i) any untrue  statement or alleged  untrue  statement of a
material  fact  in a  Registration  Statement  or any  post-effective  amendment
thereto  or in any  filing  made in  connection  with the  qualification  of the
offering  under the securities or other "blue sky" laws of any  jurisdiction  in
which Registrable Securities are offered ("BLUE SKY FILING"), or the omission or
alleged  omission  to state a material  fact  required  to be stated  therein or
necessary  to make the  statements  therein  not  misleading;  (ii)  any  untrue
statement or alleged untrue  statement of a material fact contained in any final
prospectus  (as  amended or  supplemented,  if the Company  files any  amendment
thereof or supplement  thereto with the SEC) or the omission or alleged omission
to state  therein  any  material  fact  necessary  to make the  statements  made
therein,  in light of the circumstances  under which the statements therein were
made, not misleading; or (iii) any violation or alleged violation by the Company
of the 1933 Act, the 1934 Act, any other law, including, without limitation, any
state  securities  law, or any rule or  regulation  there under  relating to the
offer or sale of the Registrable Securities pursuant to a Registration Statement
(the matters in the  foregoing  clauses (i) through  (iii) being,  collectively,
"Violations").  The Company shall  reimburse  the Warrant  Holders and each such
controlling  person  promptly  as such  expenses  are  incurred  and are due and
payable,  for any  legal  fees or  disbursements  or other  reasonable  expenses
incurred by them in connection with  investigating  or defending any such Claim.
Notwithstanding  anything to the contrary contained herein, the  indemnification
agreement  contained in this Section 6(a):  (x) shall not apply to a Claim by an


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<PAGE>

Indemnified  Person  arising  out of or based upon a Violation  which  occurs in
reliance upon and in  conformity  with  information  furnished in writing to the
Company by such  Indemnified  Person  expressly for use in  connection  with the
preparation  of the  Registration  Statement  or any such  amendment  thereof or
supplement thereto; (y) shall not be available to the extent such Claim is based
on a failure of the Warrant  Holders to deliver or to cause to be delivered  the
prospectus  made  available by the Company,  if such  prospectus was timely made
available by the Company  pursuant to Section  3(e);  and (z) shall not apply to
amounts paid in settlement of any Claim if such  settlement is effected  without
the  prior  written  consent  of  the  Company,   which  consent  shall  not  be
unreasonably  withheld.  Such  indemnity  shall  remain in full force and effect
regardless of any investigation  made by or on behalf of the Indemnified  Person
and shall  survive the  transfer of the  Registrable  Securities  by the Warrant
Holders pursuant to Section 9.

                  b. In connection with a Registration  Statement,  each Warrant
Holders agrees to severally and not jointly indemnify, hold harmless and defend,
to the same extent and in the same manner as is set forth in Section  6(a),  the
Company, each of its directors,  each of its officers who signs the Registration
Statement and each Person,  if any, who controls the Company  within the meaning
of the 1933 Act or the 1934 Act (each an "INDEMNIFIED PARTY"), against any Claim
or Indemnified  Damages to which any of them may become subject,  under the 1933
Act, the 1934 Act or  otherwise,  insofar as such Claim or  Indemnified  Damages
arise out of or is based upon any  Violation,  in each case to the  extent,  and
only  to the  extent,  that  such  Violation  occurs  in  reliance  upon  and in
conformity  with  written  information  furnished to the Company by such Warrant
Holders expressly for use in connection with such Registration  Statement;  and,
subject to Section 6(d),  such Warrant Holders will reimburse any legal or other
expenses  reasonably  incurred  by  them in  connection  with  investigating  or
defending  any such  Claim;  provided,  however,  that the  indemnity  agreement
contained in this Section 6(b) and the  agreement  with respect to  contribution
contained  in Section 7 shall not apply to  amounts  paid in  settlement  of any
Claim if such  settlement is effected  without the prior written consent of such
Warrant  Holders,  which consent shall not be unreasonably  withheld;  provided,
further,  however,  that the Warrant  Holders shall be liable under this Section
6(b) for only that amount of a Claim or  Indemnified  Damages as does not exceed
the net proceeds to such Warrant  Holders as a result of the sale of Registrable
Securities pursuant to such Registration Statement.  Such indemnity shall remain
in full force and effect regardless of any investigation made by or on behalf of
such  Indemnified  Party and  shall  survive  the  transfer  of the  Registrable
Securities  by the  Warrant  Holders  pursuant  to  Section  9.  Notwithstanding
anything  to  the  contrary  contained  herein,  the  indemnification  agreement
contained in this Section 6(b) with respect to any prospectus shall not inure to
the  benefit of any  Indemnified  Party if the untrue  statement  or omission of
material fact  contained in the prospectus was corrected and such new prospectus
was delivered to each Warrant Holders prior to such Warrant  Holders' use of the
prospectus to which the Claim relates.

                  c.  Promptly  after  receipt  by  an  Indemnified   Person  or
Indemnified  Party  under this  Section 6 of notice of the  commencement  of any
action or proceeding (including any governmental action or proceeding) involving
a Claim,  such  Indemnified  Person or  Indemnified  Party shall,  if a Claim in
respect thereof is to be made against any indemnifying  party under this Section
6,  deliver  to the  indemnifying  party a written  notice  of the  commencement
thereof, and the indemnifying party shall have the right to participate in, and,
to the  extent  the  indemnifying  party so  desires,  jointly  with  any  other


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<PAGE>

indemnifying party similarly  noticed,  to assume control of the defense thereof
with counsel mutually satisfactory to the indemnifying party and the Indemnified
Person or the Indemnified Party, as the case may be; provided,  however, that an
Indemnified  Person or Indemnified  Party shall have the right to retain its own
counsel  with the fees  and  expenses  of not  more  than one  counsel  for such
Indemnified  Person or Indemnified  Party to be paid by the indemnifying  party,
if, in the reasonable opinion of counsel retained by the indemnifying party, the
representation  by such counsel of the Indemnified  Person or Indemnified  Party
and the  indemnifying  party would be  inappropriate  due to actual or potential
differing interests between such Indemnified Person or Indemnified Party and any
other party represented by such counsel in such proceeding The Indemnified Party
or  Indemnified  Person shall  cooperate  fully with the  indemnifying  party in
connection  with any  negotiation  or defense of any such action or claim by the
indemnifying  party and shall furnish to the indemnifying  party all information
reasonably  available  to the  Indemnified  Party or  Indemnified  Person  which
relates  to such  action  or  claim.  The  indemnifying  party  shall  keep  the
Indemnified  Party or  Indemnified  Person fully apprised at all times as to the
status of the defense or any settlement  negotiations  with respect thereto.  No
indemnifying  party shall be liable for any  settlement of any action,  claim or
proceeding effected without its prior written consent,  provided,  however, that
the indemnifying party shall not unreasonably  withhold,  delay or condition its
consent.  No indemnifying party shall,  without the prior written consent of the
Indemnified  Party or  Indemnified  Person,  consent to entry of any judgment or
enter into any  settlement  or other  compromise  which  does not  include as an
unconditional  term  thereof  the giving by the  claimant or  plaintiff  to such
Indemnified  Party or  Indemnified  Person of a release  from all  liability  in
respect to such claim or litigation.  Following  indemnification as provided for
hereunder,  the  indemnifying  party  shall be  subrogated  to all rights of the
Indemnified Party or Indemnified Person with respect to all third parties, firms
or corporations  relating to the matter for which indemnification has been made.
The  failure  to  deliver  written  notice to the  indemnifying  party  within a
reasonable  time of the  commencement  of any such action shall not relieve such
indemnifying  party of any liability to the  Indemnified  Person or  Indemnified
Party under this Section 6, except to the extent that the indemnifying  party is
prejudiced in its ability to defend such action.

                  d. The  indemnification  required  by this  Section 6 shall be
made by  periodic  payments  of the  amount  thereof  during  the  course of the
investigation or defense,  as and when bills are received or Indemnified Damages
are incurred.

                  e.  The  indemnity  agreements  contained  herein  shall be in
addition to (i) any cause of action or similar right of the Indemnified Party or
Indemnified  Person  against  the  indemnifying  party or  others,  and (ii) any
liabilities the indemnifying party may be subject to pursuant to the law.

                                       9
<PAGE>


         7.       CONTRIBUTION.
                  ------------

                  To the extent any  indemnification by an indemnifying party is
prohibited or limited by law, the indemnifying  party agrees to make the maximum
contribution  with respect to any amounts for which it would otherwise be liable
under Section 6 to the fullest extent permitted by law; provided, however, that:
(i) no seller of Registrable  Securities guilty of fraudulent  misrepresentation
(within  the  meaning of Section  11(f) of the 1933 Act)  shall be  entitled  to
contribution  from any seller of  Registrable  Securities  who was not guilty of
fraudulent misrepresentation; and (ii) contribution by any seller of Registrable
Securities shall be limited in amount to the net amount of proceeds  received by
such seller from the sale of such Registrable Securities.

         8.       REPORTS UNDER THE 1934 ACT.
                  --------------------------

                  With a view to making  available  to the  Warrant  Holders the
benefits  of Rule 144  promulgated  under  the 1933 Act or any  similar  rule or
regulation  of the SEC that may at any time permit the  Warrant  Holders to sell
securities of the Company to the public  without  registration  ("RULE 144") the
Company agrees to:

                  a. make and keep public information  available, as those terms
are understood and defined in Rule 144;

                  b. file with the SEC in a timely  manner all reports and other
documents required of the Company under the 1933 Act and the 1934 Act so long as
the Company  remains  subject to such  requirements  (it being  understood  that
nothing herein shall limit the Company's  obligations  under Section 4(c) of the
Placement  Agreement)  and the filing of such  reports  and other  documents  is
required for the applicable provisions of Rule 144; and

                  c.  furnish  to each  Warrant  Holder so long as such  Warrant
Holder  owns  Registrable  Securities,  promptly  upon  request,  (i) a  written
statement by the Company that it has complied with the reporting requirements of
Rule 144, the 1933 Act and the 1934 Act,  (ii) a copy of the most recent  annual
or quarterly report of the Company and such other reports and documents so filed
by the Company,  and (iii) such other information as may be reasonably requested
to permit the  Warrant  Holders  to sell such  securities  pursuant  to Rule 144
without registration.


                                       10
<PAGE>


         9.       ASSIGNMENT OF REGISTRATION RIGHTS.
                  ---------------------------------

                  The  rights  under  this  Agreement  shall  be   automatically
assignable  by the Warrant  Holders to any  transferee  of all or any portion of
Registrable  Securities  if: (i) the Warrant  Holder  agrees in writing with the
transferee  or assignee to assign such rights,  and a copy of such  agreement is
furnished to the Company within a reasonable  time after such  assignment;  (ii)
the Company is,  within a  reasonable  time after such  transfer or  assignment,
furnished with written notice of (a) the name and address of such  transferee or
assignee,  and (b) the securities with respect to which such registration rights
are being  transferred  or  assigned;  (iii) at or before  the time the  Company
receives the written  notice  contemplated  by clause (ii) of this  sentence the
transferee or assignee  agrees in writing with the Company to be bound by all of
the provisions  contained herein; and (iv) such transfer shall have been made in
accordance with the applicable requirements of the Placement Agent Agreement.

         10.      AMENDMENT OF REGISTRATION RIGHTS.
                  --------------------------------

                  Provisions of this Agreement may be amended and the observance
thereof may be waived (either  generally or in a particular  instance and either
retroactively  or  prospectively),  only with the written consent of the Company
and Warrant Holders who then hold at least  two-thirds  (2/3) of the Registrable
Securities.  Any amendment or waiver effected in accordance with this Section 10
shall be binding upon each Warrant  Holders and the Company.  No such  amendment
shall be  effective  to the  extent  that it  applies  to fewer  than all of the
holders of the Registrable Securities. No consideration shall be offered or paid
to any Person to amend or consent to a waiver or  modification  of any provision
of any of this Agreement unless the same consideration also is offered to all of
the parties to this Agreement.

         11.      MISCELLANEOUS.
                  -------------

                  a. A Person is deemed to be a holder of Registrable Securities
whenever  such  Person  owns or is  deemed  to own of  record  such  Registrable
Securities.  If  the  Company  receives  conflicting  instructions,  notices  or
elections  from  two or  more  Persons  with  respect  to the  same  Registrable
Securities,  the  Company  shall act upon the basis of  instructions,  notice or
election received from the registered owner of such Registrable Securities.

                  b. Any  notices,  consents,  waivers  or other  communications
required or permitted to be given under the terms of this  Agreement  must be in
writing  and will be deemed  to have  been  delivered:  (i) upon  receipt,  when
delivered  personally;  (ii)  upon  receipt,  when sent by  facsimile  (provided
confirmation  of receipt is received by the sending party; or (iii) one business
day after deposit with a nationally  recognized  overnight delivery service,  in
each case properly addressed to the party to receive the same. The addresses and
facsimile numbers for such communications shall be:



                                       11
<PAGE>

If to the Company, to:            Rubber Technology International Inc./FL
                                  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

If to a Warrant Holder,  to its address and facsimile  number on the Schedule of
Warrant  Holders  attached   hereto,   with  copies  to  such  Warrant  Holder's
representatives as set forth on the Schedule of Warrant Holders or to such other
address and/or  facsimile number and/or to the attention of such other person as
the recipient  party has  specified by written  notice given to each other party
five days prior to the  effectiveness  of such change.  Written  confirmation of
receipt (A) given by the recipient of such notice, consent, facsimilie waiver or
other  communication,  (B)  provided by a courier or overnight  courier  service
shall be  rebuttable  evidence  of personal  service,  receipt by  facsimile  or
receipt from a nationally  recognized  overnight  delivery service in accordance
with clause (i), (ii) or (iii) above, respectively.

                  c.  Failure of any party to exercise any right or remedy under
this  Agreement or otherwise,  or delay by a party in  exercising  such right or
remedy, shall not operate as a waiver thereof.

                  d. The  corporate  laws of the State of New York shall  govern
all issues concerning the relative rights of the Company and the Warrant Holders
as its stockholders. All other questions concerning the construction,  validity,
enforcement  and  interpretation  of this  Agreement  shall be  governed  by the
internal laws of the State of New York,  without  giving effect to any choice of
law or conflict of law  provision  or rule  (whether of the State of New York or
any other  jurisdiction)  that would  cause the  application  of the laws of any
jurisdiction  other than the State of New York.  Each party  hereby  irrevocably
submits  to the  non-exclusive  jurisdiction  of the  state and  federal  courts
sitting in the City of New York,  Borough of Manhattan,  for the adjudication of
any  dispute  hereunder  or in  connection  herewith  or  with  any  transaction
contemplated  hereby or discussed herein,  and hereby  irrevocably  waives,  and
agrees not to assert in any suit, action or proceeding, any claim that it is not
personally subject to the jurisdiction of any such court, that such suit, action
or  proceeding  is  brought in an  inconvenient  forum or that the venue of such
suit,  action or proceeding is improper.  Each party hereby  irrevocably  waives
personal  service of process and  consents to process  being  served in any such
suit,  action or  proceeding  by  mailing a copy  thereof  to such  party at the


                                       12
<PAGE>

address for such notices to it under this Agreement and agrees that such service
shall  constitute  good and  sufficient  service of process and notice  thereof.
Nothing  contained herein shall be deemed to limit in any way any right to serve
process in any manner permitted by law. If any provision of this Agreement shall
be  invalid  or   unenforceable   in  any   jurisdiction,   such  invalidity  or
unenforceability  shall  not  affect  the  validity  or  enforceability  of  the
remainder  of  this   Agreement  in  that   jurisdiction   or  the  validity  or
enforceability  of any  provision of this  Agreement in any other  jurisdiction.
EACH PARTY HEREBY  IRREVOCABLY  WAIVES ANY RIGHT IT MAY HAVE,  AND AGREES NOT TO
REQUEST,  A JURY  TRIAL FOR THE  ADJUDICATION  OF ANY  DISPUTE  HEREUNDER  OR IN
CONNECTION  HEREWITH  OR  ARISING  OUT OF  THIS  AGREEMENT  OR  ANY  TRANSACTION
CONTEMPLATED HEREBY.

                  e. This  Agreement,  the  Placement  Agent  Agreement  and the
Escrow  Agreement  constitute the entire agreement among the parties hereto with
respect to the subject  matter  hereof and thereof.  There are no  restrictions,
promises, warranties or undertakings,  other than those set forth or referred to
herein and therein. This Agreement, the Placement Agent Agreement and the Escrow
Agreement  supersede all prior agreements and  understandings  among the parties
hereto with respect to the subject matter hereof and thereof.

                  f. Subject to the  requirements  of Section 9, this  Agreement
shall inure to the benefit of and be binding upon the permitted  successors  and
assigns of each of the parties hereto.

                  g. The  headings  in this  Agreement  are for  convenience  of
reference only and shall not limit or otherwise affect the meaning hereof.

                  h. This  Agreement may be executed in identical  counterparts,
each of which shall be deemed an original but all of which shall  constitute one
and the same  agreement.  This  Agreement,  once  executed  by a  party,  may be
delivered to the other party hereto by facsimile  transmission of a copy of this
Agreement bearing the signature of the party so delivering this Agreement.

                  i. Each party  shall do and  perform,  or cause to be done and
performed,  all such further acts and things,  and shall execute and deliver all
such other  agreements,  certificates,  instruments and documents,  as the other
party may reasonably request in order to carry out the intent and accomplish the
purposes of this Agreement and the consummation of the transactions contemplated
hereby.


                  j. The language  used in this  Agreement  will be deemed to be
the language  chosen by the parties to express  their mutual intent and no rules
of strict construction will be applied against any party.

                  k. This  Agreement  is intended for the benefit of the parties
hereto and their respective permitted successors and assigns, and is not for the
benefit of, nor may any provision hereof be enforced by, any other Person.



                                       13
<PAGE>


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

















                                       14
<PAGE>


         IN WITNESS WHEREOF,  the parties have caused this  Registration  Rights
Agreement to be duly executed as of day and year first above written.


                                       RUBBER TECHNOLOGY INTERNATIONAL 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






















                                       15
<PAGE>


                           SCHEDULE OF WARRANT HOLDERS




<TABLE>
<CAPTION>

                                       WARRANT HOLDER ADDRESS               WARRANT HOLDER'S REPRESENTATIVES' ADDRESS
     WARRANT HOLDER NAME                AND FACSIMILE NUMBER                           AND FACSIMILE NUMBER
----------------------------- ------------------------------------------ -----------------------------------------------
<S>                           <C>                                        <C>
 The May Davis Group, Inc.    One World Trade Center                     One World Trade Center
                              87th Floor                                 87th Floor
                              New York, NY  10048                        New York, NY  10048
                              Facsimile : (212) 774-8166                 Facsimile : (212) 774-8166
</TABLE>





















                                       16
<PAGE>


                                                                       EXHIBIT A
                         FORM OF NOTICE OF EFFECTIVENESS
                            OF REGISTRATION STATEMENT


[TRANSFER AGENT]
ATTN:
     -------------------------------

                  Re:      RUBBER TECHNOLOGY INTERNATIONAL INC./FL

Ladies and Gentlemen:

         We are  counsel  to Rubber  Technology  International  Inc.,  a Florida
corporation (the "COMPANY"), and have represented the Company in connection with
that certain  Equity Line of Placement  Agent  Agreement (the  "PLACEMENT  AGENT
AGREEMENT")  entered into by and among the Company and the Warrant Holders named
therein  (collectively,  the  "WARRANT  HOLDERS")  pursuant to which the Company
issued to the Warrant  Holders shares of its Common Stock,  par value $0.001 per
share (the "COMMON  STOCK") upon  conversion  of the  Warrants.  Pursuant to the
Placement  Agent  Agreement,  the Company also has entered  into a  Registration
Rights Agreement with the Warrant Holders (the "REGISTRATION  RIGHTS AGREEMENT")
pursuant  to which the  Company  agreed,  among other  things,  to register  the
Registrable  Securities (as defined in the Registration  Rights Agreement) under
the Securities Act of 1933, as amended (the "1933 ACT").  In connection with the
Company's  obligations under the Registration Rights Agreement,  on ____________
____,  the Company filed a  Registration  Statement on Form  ________  (File No.
333-_____________)  (the  "REGISTRATION  STATEMENT")  with  the  Securities  and
Exchange  Commission (the "SEC") relating to the  Registrable  Securities  which
names each of the Warrant Holders as a selling stockholder there under.

         In connection  with the  foregoing,  we advise you that a member of the
SEC's  staff has  advised  us by  telephone  that the SEC has  entered  an order
declaring the Registration Statement effective under the 1933 Act at [ENTER TIME
OF  EFFECTIVENESS]  on [ENTER DATE OF  EFFECTIVENESS]  and we have no knowledge,
after  telephonic  inquiry of a member of the SEC's  staff,  that any stop order
suspending its  effectiveness  has been issued or that any  proceedings for that
purpose  are  pending  before,  or  threatened  by, the SEC and the  Registrable
Securities  are  available  for  resale  under  the  1933  Act  pursuant  to the
Registration Statement.

                                          Very truly yours,

                                          [ISSUER'S COUNSEL]


                                          By:
                                             -------------------------------
cc:      [LIST NAMES OF WARRANT HOLDERS]