ESCROW AGREEMENT



         ESCROW AGREEMENT ("Escrow Agreement"), made March __, 2001, by and

among WESTVACO BRAND SECURITY, INC., a Delaware corporation (the "Licensee"),

NOCOPI TECHNOLOGIES, INC., a Maryland corporation (the "Licensor") and the law

firm of HANGLEY ARONCHICK SEGAL & PUDLIN, a professional corporation ("HAS&P" or

the "Escrow Agent").



                                   Background



         Licensor and Licensee have entered into a License Agreement dated as of

September 1, 2000 and an Amendment thereto dated December 19, 2000 (such

agreement, as so amended and as it may hereafter further be amended, is

hereinafter referred to as the "License Agreement") pursuant to which, among

other things, Licensor granted to Licensee rights to market, promote, sell and

manufacture certain products which incorporate "Nocopi Technology" (as such term

is defined in the License Agreement.) Certain elements of the Nocopi Technology

are the subject of one or more United States patents (such patents, together

with all related patent applications and submittals and all extensions and

modifications thereof, are hereinafter referred to as the "Patents"), and

information concerning such elements is on file with the United States Patent

and Trademark Office and is publicly available. Other information potentially

necessary for the commercial exploitation of the Nocopi Technology as

contemplated by the License Agreement is proprietary information of Licensor

that is not publicly available.



         Contemporaneously with the execution of this Agreement, Licensor has

executed and delivered to Licensee a certain Collateral Assignment of Patent

Rights to secure its obligations under the License Agreement. To provide further

assurances to Licensee that it will be able to enjoy the benefits accruing to it

under the License Agreement, Licensee and Licensor have agreed that Licensor

will deposit certain materials relevant to the Nocopi Technology with HAS&P, as

escrow agent, to be held and delivered in accordance with the terms and

conditions of this Agreement, and HAS&P has agreed to serve in such capacity,

all under and subject to the terms and conditions of this Agreement.



         NOW, THEREFORE, for and in consideration of the mutual covenants

contained herein, the parties hereto, intending to be legally bound, hereby

covenant and agree as follows:



         1. Appointment of Escrow Agent.





         HAS&P is hereby appointed to act as escrow agent to hold the materials

to be deposited with it as set forth in Section 2 (the "Escrow Materials") and

to make distribution of the Escrow Materials only in accordance with the terms

hereof, and HAS&P hereby accepts such appointment and agrees to act in the

capacity of escrow agent in accordance with the terms hereof.





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         2. Delivery of Escrow Materials; Acknowledgment of Receipt.



         Within five Business Days (as hereinafter defined) after the execution

hereof, Licensor shall deliver to HAS&P, in a sealed envelope, one copy of all

unpublished and proprietary technical documentation, including relevant

formulae, commentary and explanatory matter for the production of Nocopi's inks,

reasonably necessary, together with information which is publicly available from

the United States Patent and Trademark Office with respect to the Patents, to

permit the commercial exploitation of the Nocopi Technology by Licensee as

contemplated by the License Agreement without further assistance or cooperation

by Licensor. Escrow Agent shall accept such sealed envelope and shall hold it

unopened, without examining, or having any responsibility for reviewing,

examining or verifying in any respect, the contents of such envelope. Promptly

following its receipt of such envelope from Licensor, Escrow Agent shall

acknowledge its receipt thereof in writing to Licensor and Licensee.



         3. Disposition of Escrow Materials.



         The Escrow Agent shall not dispose of the Escrow Materials or any

portion thereof except:



                  (a) in accordance with a written instruction, in the form of

Exhibit 3, executed jointly or in counterparts by both (i) Licensee and (ii) the

Licensor (in which case the required disposition of the Escrow Materials or

portion thereof shall be made within five (5) Business Days after the Escrow

Agent's receipt of, and in accordance with, such instruction); or



                  (b) to the Licensee, in accordance with Licensee's written

demand for delivery, with a copy to the other parties hereto, accompanied by a

copy of a final order or judgment of a court of competent jurisdiction or

decision of an arbitration panel determining the rights of Licensee and the

Licensor with respect to the Escrow Materials and supporting such demand for

delivery, accompanied by an opinion of counsel to the demanding party, addressed

to the Escrow Agent and stating that (i) such order or judgment has been finally

affirmed on appeal by the highest court before which such appeal may be sought

or has become final by lapse of time or is otherwise not subject to appeal or

(ii) such decision of the arbitration panel is binding and is not subject to

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