ESCROW AGREEMENT IN ACCORDANCE WITH RULE 419

                      UNDER THE SECURITIES ACT OF 1933

     ESCROW  AGREEMENT  dated as of -------  --, 2000 (the  "Agreement")  by and
between  Profitcom.com,   Inc.,  a  Delaware  corporation  (the  "Company")  and
Torrington  Savings Bank (the "Escrow Agent")  (collectively  the "Parties" and,
individually, a "Party").

     The Company,  through its President,  will sell in its public offering (the
"Offering")  up to 1,000,000  units (the  "Units")  each Unit  consisting of one
share of common stock, par value $.001 (the "Shares") and five redeemable common
stock  purchase  warrants  (the  "Warrants"),  as more  fully  described  in the
Company's definitive Prospectus dated ---------------- , 2000 comprising part of
the Company's Registration Statement on Form SB-2 (the "Registration Statement")
under the  Securities  Act of 1933,  (the  "Securities  Act") (File  No.-------)
declared effective on -------------, 2000 (the "Prospectus").

     The Company  desires that the Escrow  Agent  accept all offering  proceeds,
with no  deductions  for amounts  permitted to be released to the Company  under
Rule 419 to the  Securities  Act ("Rule 419"),  a copy of which rule is attached
hereto and made a part hereof, to be derived by the Company from the sale of the
Units (the "Offering  Proceeds"),  as well as the share and warrant certificates
representing  the Shares and Warrants,  which  constitute  the Units,  issued in
connection with the Offering, in escrow, to be held and disbursed as hereinafter
provided.

     NOW,  THEREFORE,  in  consideration  of the promises  and mutual  covenants
hereinafter set forth, the Parties agree as follows:

1.   Appointment of Escrow Agent.

     The Company hereby  appoints the Escrow Agent to act in accordance with and
subject to the terms of this Agreement; and the Escrow Agent hereby accepts such
appointment and will act in accordance with and subject to such terms.

2.   Deposit of Offering Proceeds and Share Certificates.

     Subject  to  Rule  419,  upon  the  Company's  receipt  and  acceptance  of
subscriptions and Offering  Proceeds,  the Company shall promptly deliver to the
Escrow Agent such checks in the aggregate amount of the Offering  Proceeds drawn
to the order of the Escrow Agent or, alternatively, in the event that checks are
drawn to the order of the  Company,  they shall be  endorsed  by the Company for
collection by the Escrow Agent and credited to the Escrow Account.

     All share and warrant  certificates  representing  the Shares and Warrants,
respectively,  issued in connection with the Offering shall also be deposited by
the  Company  directly  into the Escrow  Account  promptly  upon  issuance.  The
identity of the purchasers of the securities  shall be included on the stock and
warrant certificates and other documents evidencing such securities.  Securities
held in the Escrow  Account are to remain as issued and  deposited  and shall be
held for the sole benefit of the  purchasers,  who shall have voting rights with
respect to securities held in their names.  No transfer or other  disposition of
securities held in the Escrow Account or any interest related to such securities
shall be permitted  other than by will or the laws of descent and  distribution,
or pursuant to a qualified  domestic  relations order as defined by the Internal
Revenue Code of 1986 as amended,  or Title 1 of the Employee  Retirement  Income
Security Act and the rules thereunder.

<PAGE>

     Warrants,  convertible securities or other derivative  securities,  if any,
relating to securities  held in the Escrow Account may be exercised or converted
in accordance with their terms;  provided however, that securities received upon
exercise or conversion,  together with any cash or other  consideration  paid in
connection  with the exercise or  conversion,  are promptly  deposited  into the
Escrow Account.

3.   Disbursement of the Escrow Account.

     Upon  the  earlier  of  (i)  receipt  by  the  Escrow  Agent  of  a  signed
representation  from the Company to the Escrow Agent,  that the  requirements of
Rule  419  have  been  met,  and  consummation  of an  acquisition  meeting  the
requirements  of Rule 419 or (ii) written  notification  from the Company to the
Escrow  Agent to  deliver  the  Offering  Proceeds  to another  escrow  agent in
accordance with Paragraph 4 then, in such event, the Escrow Agent shall disburse
the Offering Proceeds (inclusive of any interest thereon) to the Company and the
securities to the purchasers or registered  holders  identified on the deposited
securities or deliver the Offering  Proceeds and securities to such other escrow
agent,  as the case may be,  whereupon  the Escrow Agent shall be released  from
further liability hereunder.

     Notwithstanding  the foregoing,  if the Company has not informed the Escrow
Agent  within  18 months  after the date of the  Prospects  in  writing  that an
acquisition meeting the requirements of Rule 419 has occurred, funds held in the
Escrow Account shall be returned by first class mail or equally prompt means pro
rata to the purchasers  and all  securities  held in the Escrow Account shall be
returned to the Company within five business days following that date.

4.   Concerning the Escrow Agent.

     The Escrow  Agent shall not be liable for any  actions  taken or omitted by
it, or any action suffered by it to be taken or omitted by it, in good faith and
in the exercise of its own best judgment, and may rely conclusively and shall be
protected  in acting  upon any order,  notice  demand,  certificate,  opinion or
advice of counsel  (including  counsel chosen by the Escrow  Agent),  statement,
instrument,  report or other paper or document (not only as to its due execution
and the validity and  effectiveness  of its provision,  but also as to the truth
and acceptability of any information therein contained) which is believed by the
Escrow Agent to be genuine and to be signed or presented by the proper person or
person.

     The Escrow Agent shall not be bound by any notice or demand, or any waiver,
modification,  termination or rescission of this Agreement unless evidenced by a
writing delivered to the Escrow Agent signed by the proper Party or Parties and,
if the duties or rights of the Escrow Agent are  affected,  unless it shall have
given its prior written consent thereto.

     The Escrow Agent shall not be responsible  for the sufficiency or accuracy,
the form of, or the execution validity,  value or genuineness of any document or
property  received,  held or delivered by it  hereunder,  or of any signature or
endorsement  thereon,  or for  any  lack  of  endorsement  thereon,  or for  any
description  therein, nor shall the Escrow Agent be responsible or liable in any
respect on account of the identity,  authority or rights of the person executing
or  delivering or purporting to execute or deliver any document or property paid
or delivered by the Escrow Agent under the provisions hereof.

<PAGE>

     The Escrow  Agent shall not be liable for any loss which may be incurred by
reason of any investment of any monies or properties  which it holds  hereunder.
The  Escrow  Agent  shall have the right to  assume,  in the  absence of written
notice to the  contrary  from the proper  person or  persons,  that a fact or an
event by reason of which an action  would or might be taken by the Escrow  Agent
does not exist or has not occurred,  without incurring  liability for any action
taken or omitted, in good faith and in the exercise of its own best judgment, in
reliance upon such assumption.

     The Escrow Agent shall be indemnified and held harmless by the Company from
and against any  expenses,  including  counsel fees and  disbursements,  or loss
suffered  by the  Escrow  Agent in  connection  with any  action,  suit or other
proceeding involving any claim, or in connection with any claim or demand, which
in any way directly or  indirectly  arises out of or relates to this  Agreement,
the services of the Escrow Agent hereunder, the monies or other property held by
it  hereunder  or any such  expense or loss.  Promptly  after the receipt by the
Escrow Agent of notice of any demand or claim or the commencement of any action,
suit or proceeding,  the Escrow Agent shall, if a claim in respect thereof shall
be made  against  the other  Parties,  notify such  Parties in writing;  but the
failure by the Escrow Agent to give such notice shall not relieve any Party form
any liability which such Party may have to the Escrow Agent hereunder.  Upon the
receipt of such notice,  the Escrow Agent, in its sole discretion,  may commence
an action in the nature of  interpleader  in an  appropriate  court to determine
ownership  or  disposition  of the Escrow  Account or it may  deposit the Escrow
Account  with the clerk of any  appropriate  court or it may  retain  the Escrow
Account  pending  receipt  of a final,  non-appealable  order of a court  having
jurisdiction  over  all  of  the  Parties  directing  to  whom  and  under  what
circumstances the Escrow Account is to be disbursed and delivered.

    The Escrow  Agent  shall be entitled to  reasonable  compensation  from the
Company for all services rendered by it hereunder.

     From time to time on and after the date hereof,  the Company  shall deliver
or  cause to be  delivered  to the  Escrow  Agent  such  further  documents  and
instruments  and shall do or cause to be done such  further  acts as the  Escrow
Agent shall reasonably  request (it being understood that the Escrow Agent shall
have no  obligation  to make such  request)  to carry out more  effectively  the
provisions and purposes of this Agreement, to evidence compliance herewith or to
assure itself that it is protected in acting hereunder.

     The Escrow Agent may resign at any time and be  discharged  from its duties
as Escrow  Agent  hereunder by its giving the Company at least thirty (30) days'
prior written notice thereof. As soon as practicable after its resignation,  the
Escrow  Agent  shall turn over to a  successor  escrow  agent  appointed  by the
Company,  all  monies and  property  held  hereunder  upon  presentation  of the
document  appointing the new escrow agent and its acceptance  thereof. If no new
escrow agent is so appointed in the sixty (60) day period  following  the giving
of such notice of  resignation,  the Escrow Agent may deposit the Escrow Account
with any court it deems appropriate.

     The Escrow Agent shall resign and be  discharged  form its duties as Escrow
Agent hereunder if so requested in writing at any time by the Company, provided,
however,  that such  resignation  shall become effective only upon acceptance of
appointment  by a  successor  escrow  agent as provided  above.  Notwithstanding
anything  herein to the  contrary,  the Escrow Agent shall not be relieved  from
liability thereunder for its own gross negligence or its own willful misconduct.

<PAGE>

   5. Miscellaneous.

     This Agreement  shall for all purposes be deemed to be made under and shall
be construed in accordance with the internal laws of the State of Delaware.

     This Agreement contains the entire agreement of the Parties with respect to
the subject matter hereof and, except as expressly  provided herein,  may not be
changed or modified except by an instrument in writing signed by the Party to be
charged.

     The headings  contained in this  Agreement are for reference  purposes only
and shall not affect in any way the meaning or interpretation thereof.

     This  Agreement  shall be  binding  upon and  inure to the  benefit  of the
respective Parties and their legal representatives, successors and assigns.

     Any notice or other communication  required or which may be given hereunder
shall be in writing and either be delivered  personally or be mailed,  certified
or registered mail,  return receipt  requested,  postage  prepaid,  and shall be
deemed given when so delivered  personally or, if mailed, two (2) days after the
date of mailing.  The Parties may change the persons and  addresses to which the
notices or other  communications  are to be sent by giving written notice to any
such change in the manner provided herein for giving notice.

     WITNESS the execution of this Agreement as of the date first above written.



                             PROFITCOM.COM, INC.



                             By: /s/
                                 ------------------------------
                                    Dejan Mirkovic, President


     This Escrow Agreement is accepted as of the ----- day of ----------, 2000.


TORRINGTON SAVINGS BANK


By: ------------------------------

   Authorized Representative



<PAGE>