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                                                                   EXHIBIT 10.12

                               ESCROW AGREEMENT

        THIS ESCROW AGREEMENT, made and entered into as of this _____ day of
________________, 2001, by and between RETRACTABLE TECHNOLOGIES, INC. (the
"Company") and TEXAS BANK - WEATHERFORD (the "Escrow Agent").

        WHEREAS, the Company is offering investors up to 2,000,000 shares of
Common Stock in a public offering upon the terms and conditions set forth in a
Prospectus, copies of which have been delivered to the Escrow Agent.

        WHEREAS, The Company desires to make appropriate arrangements with the
Escrow Agent for placing in escrow certain monies committed by investors for the
purchase of such Common Stock and for the delivery of such monies to the
respective investor or the Company, as the case may be.

        NOW, THEREFORE, in consideration of the mutual covenants and obligations
herein contained, the parties hereto, intending to be legally bound, and to set
forth in this Agreement their respective rights, duties and obligations in
connection with the holding and delivery of the Escrow Funds, hereby agree as
follows:

                                   ARTICLE I
                                  DEFINITIONS

        The following terms, wherever used in this Escrow Agreement, shall have
the following meanings:

        1.01  "Escrow Agent" shall mean TEXAS BANK - WEATHERFORD.

        1.02  "Escrow Agreement" shall mean this Escrow Agreement and as
              appropriate, all amendments and supplements thereof, if any.

        1.03  "Escrow Funds" shall mean monies committed by investors for the
              purchase of the Common Stock delivered to the Escrow Agent
              pursuant to the Escrow Agreement.

        1.04  "Offering" shall mean the Offering of the Common Stock pursuant to
              the terms of the Prospectus.

        1.05  "Company" shall mean RETRACTABLE TECHNOLOGIES, INC., a Texas
              corporation.





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        1.06  "Prospectus" shall mean the Form SB-2 Registration Statement of
              the Company dated ___________, 2001 and as subsequently amended.

        1.07  "Subscriber" shall mean any person committing to purchase Common
              Stock by executing a Subscription Agreement and delivering such
              document and the funds necessary for payment in full for said
              Common Stock; and, "Subscribers" shall mean all such Subscribers
              collectively.

        1.08  "Termination Date" shall mean the earliest to occur of the
              following:

              (a)  The sale of 2,000,000 shares of Common Stock, or

              (b)  ________________, 2001, unless extended by the Company in
                   writing for an additional ninety (90) days to
                   ________________, 2001.

        1.09  "Common Stock" shall mean 2,000,000 shares of Common Stock at
              $_____ per share each and offered pursuant to the Prospectus.


                                  ARTICLE II
                           ACCEPTANCE OF APPOINTMENT
                    DELIVERY OF ESCROW FUNDS, COMPENSATION

        2.01  Acceptance of Appointment. Escrow Agent hereby agrees to act as
              Escrow Agent under the Escrow Agreement.

        2.02  Delivery of Escrow Funds. All funds committed by Subscribers for
              the subscription of Common Stock will be promptly deposited with
              the Escrow Agent and will be held by the Escrow Agent in escrow,
              as provided in this Escrow Agreement for the benefit of the
              Company and the Subscribers, pending delivery of Escrow Funds to
              the Company or return thereof to the Subscribers pursuant to the
              terms thereof. The Company shall simultaneously with the delivery
              of such funds, deliver to Escrow Agent executed counterparts of
              the Subscription Agreement related to the particular Escrow Funds
              so delivered.

        2.03  Investment of Escrow Funds; Compensation. The Escrow Agent shall,
              during the term of the escrow provided for hereby, deposit the
              Escrow Funds in such accounts permitted by the appropriate
              Government Agency, if any, and the NASD, such as money market
              accounts issued by banks or short-term government obligations. The
              account shall bear interest and the funds may be deposited or
              withdrawn upon immediate notice and without penalty and with no
              time maturity.




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                                  ARTICLE III
                              CONDITION OF ESCROW


        3.01  Duration of Escrow and Delivery of Escrow Funds. The Escrow Agent
              shall hold all of the Escrow Funds until the occurrence of one of
              the following events, and upon such occurrence shall deliver the
              Escrow Funds as follows:

              (a)  If the Escrow Agent shall have received written notice from
                   the Company that less than 30,000 shares of Common Stock have
                   been sold at the Termination Date, or any extension thereof,
                   all Escrow Funds shall promptly be released from escrow and
                   returned to the respective Subscribers at the addresses
                   specified on the signature page of their Subscription
                   Agreement.

              (b)  If the Escrow Agent shall have received written notice from
                   the Company prior to the Termination Date, or any extension
                   thereof, that at least 30,000 shares of Common Stock have
                   been sold, the Escrow Agent shall release from escrow and
                   deliver to the Company the Escrow Funds.

              (c)  If the Escrow Agent shall have received written notice from
                   the Company prior to the termination date, or any extension
                   thereof, that more than 30,000 shares of Common Stock have
                   been sold, the Escrow Agent shall release from escrow and
                   deliver to the Company, all of said Escrow Funds. All funds
                   will be returned to those Subscribers not selected by the
                   Company to participate in the Common Stock Offering.

        3.02  Rights, Privileges, Immunities and Liabilities of Escrow Agent.
              The following shall govern the rights, privileges, immunities and
              liabilities of the Escrow Agent:

              (a)  The Escrow Agent is not a party to, and is not bound by any
                   agreements with the Company or the Subscribers relating to
                   this offering, other than this Agreement.

              (b)  The Escrow Agent shall act as a depository only and shall not
                   be responsible or liable in any manner whatsoever for the
                   sufficiency, correctness, genuineness, or validity of the
                   Escrow Funds, or any part thereof, or for the form of
                   execution thereof, or for the identity or authority of any
                   person executing or depositing same.



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              (c)  The obligations of the Escrow Agent to the Subscribers under
                   this Agreement shall not be terminated by any act of a
                   Subscriber or by operation of law, whether by death or
                   incapacity of a Subscriber or the occurrence of any other
                   event, or in the case the Subscriber is acting on behalf of a
                   trust. If a Subscriber should die or become incapacitated or,
                   in the case of a trust, if the trust should terminate, or if
                   any other such event occurs before the termination of this
                   Agreement, the Escrow Agent is authorized and directed to
                   deal with the Escrow Funds in accordance with the provisions
                   of this Agreement, as if such death, incapacity, termination
                   or other event had not occurred, regardless of whether the
                   Escrow Agent receives notice thereof.

              (d)  In the event the Escrow Agent becomes involved in litigation
                   or incurs liability in connection with this escrow or its
                   duties as Escrow Agent, the Company agrees to indemnify and
                   save the Escrow Agent harmless from all loss, cost, damages,
                   expenses and attorneys' fees suffered or incurred by the
                   Escrow Agent, except such as may result from the Escrow
                   Agent's willful misconduct or gross negligence.

              (e)  The Escrow Agent shall be protected in acting upon any
                   written notice, request, waiver, consent certificate, receipt
                   authorization, power of attorney, or other documents which
                   the Escrow Agent in good faith believes to be genuine.

              (f)  In the event of any disagreement between the Company or the
                   Subscribers resulting in adverse claims or demands being made
                   in connection with the Escrow Funds, or in the event that the
                   Escrow Agent, in good faith, is in doubt as to what action it
                   should take hereunder, the Escrow Agent may, at its
                   discretion, refuse to comply with any claims or demands on
                   it, or refuse to take any other action hereunder, so long as
                   such disagreement continues or such doubt exists, and in such
                   event, the Escrow Agent shall not be or become liable in any
                   way or to any person for its failure or refusal to act. The
                   Escrow Agent shall be entitled to continue to refrain from
                   acting until (i) the rights of all interested parties shall
                   have been fully and finally adjudicated by a court of
                   competent jurisdiction, or (ii) all differences shall have
                   been adjusted and all doubt resolved by agreement among all
                   of the interested parties, and the Escrow Agent shall have
                   been notified thereof in writing, signed by all such parties.
                   The rights of the Escrow Agent under



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                   this paragraph are cumulative of all other rights which it
                   may have by law or otherwise.

              (g)  After the Escrow Agent has delivered all of the Escrow Funds
                   pursuant to the terms of this Escrow Agreement, it shall be
                   discharged from any further obligations hereunder.

                                  ARTICLE IV
                           MISCELLANEOUS PROVISIONS

        4.01  Notices. Any and all notices permitted or required to be given
              under the terms hereof shall be in writing and may be served by
              certified mail, return receipt requested, postage prepaid, and
              addressed to the party to be notified at the appropriate address
              specified below, or by delivering the same in person to such
              party, or by prepaid telegram, cablegram, or radiogram, addressed
              to the party to be notified at said address. Any notice given in
              any authorized manner shall be effective only if and when
              received. The mailing addresses of the parties are as follows:

              The Company         Retractable Technologies, Inc.
                                  511 Lobo Lane, P.O. Box 9
                                  Little Elm, TX 75068-0009
                                  Attention: Thomas J. Shaw

              The Escrow Agent    Texas Bank - Weatherford
                                  102 North Main
                                  Weatherford, TX 76086
                                  Attention: Lea Ann Wadell

              The Subscribers     Address specified in their
                                  Subscription Agreements

        4.02  Successors. This Escrow Agreement shall be binding upon and inure
              to the benefit of the Company and the Escrow Agent, and their
              respective successors and assigns and each Subscriber, his heirs,
              successors, assigns, and legal representatives (upon execution and
              delivery to the Escrow Agent of a Subscription Agreement).

        4.03  Article and Paragraph Headings. The article and paragraph headings
              contained in this Escrow Agreement are for reference purposes only
              and shall not affect in any way the mean of interpretation of this
              Escrow Agreement.



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        4.04  Choice of Law. This Escrow Agreement shall be construed and
              enforced in accordance with the laws of the State of Texas, and
              venue in any action arising hereunder shall be in a court of
              competent jurisdiction in Denton County, Texas.

        4.05  Holidays. Wherever under the terms and provisions of this Escrow
              Agreement the time for performance of a condition falls upon a
              Saturday, Sunday or holiday, such time for performance shall be
              extended to the next business day.

        4.06  Pronouns. The necessary grammatical changes required to make the
              provisions of this Escrow Agreement apply in singular or the
              plural sense, the masculine or the feminine gender and to either
              corporations, associations, partnerships, fiduciaries or
              individuals, shall in all instances be assigned as though each
              were fully expressed.

        4.07  Counterparts. This Agreement may be executed in two or more
              counterparts, each of which shall be deemed an original but all of
              which together shall constitute one and the same instrument.

        4.08  Effective Date. The effective date of this Escrow Agreement as
              between the Company and the Escrow Agent shall be the _____ day of
              _________, 2001, and shall be effective as to each Subscriber upon
              the execution and delivery of the signature page of his
              Subscription Agreement.

        EXECUTED this _____ day of ________________, 2001.

The "Company"                                   The "Escrow Agent"

Retractable Technologies, Inc.                  Texas Bank - Weatherford


By:                                             By:
   ----------------------------                    --------------------------
     Thomas J. Shaw,                                 Lee Ann Weddel
     President and CEO                               Executive Vice President