EXHIBIT 4.4

                    SOVEREIGN SPECIALTY CHEMICALS, INC.
                      EMPLOYEE SUBSCRIPTION AGREEMENT


          AGREEMENT  dated as of [_______],  2000 by and between  Sovereign
Specialty Chemicals, Inc., a Delaware corporation (the "Corporation"),  and
________ (the "Subscriber").

          Section 1. Agreement to Sell and Purchase Securities.  Subscriber
agrees to purchase [______] shares of the common stock, par value $0.01 per
share (the "Voting Common Stock"), of the Corporation,  at a purchase price
of $100.00 per share. The shares of the Voting Common Stock to be purchased
by the  Subscriber  pursuant  to  this  Agreement,  and the  shares  of the
non-voting common stock, par value $0.01 per share (the "Non-Voting  Common
Stock"),  of the Corporation  received by the Subscriber upon the voluntary
conversion of his Voting Common Stock in accordance with the  Corporation's
Amended and  Restated  Articles of  Incorporation,  are  referred to as the
"Shares."

          Section 2. Closing.  The delivery of the Shares to the Subscriber
shall take place at a closing (the "Closing") on ________,  2000 or at such
other date as the Corporation and the Subscriber may agree in writing.  The
Subscriber  shall  pay for the  Shares  by check or by such  other  form of
payment  acceptable to the Corporation so that at Closing,  the Corporation
can deliver the Shares against receipt of cleared funds.  The time and date
at and upon which the Closing occurs is herein called the "Closing Date."

          Section 3.  Representations  and  Warranties of  Subscriber.  The
Subscriber for himself represents, warrants and agrees that:

          (a) The  Subscriber is acquiring the Shares to be acquired by him
hereunder for his own account,  for  investment  and not with a view to the
sale  or  distribution   thereof,   nor  with  any  present   intention  of
distributing  or selling  the same.  Except as  expressly  provided in this
Agreement,  the  Subscriber  will have no right to Transfer  the Shares and
must  bear  the  economic  risk  of  the  Subscriber's  investment  for  an
indefinite  period  of time.  There is not now and  there  may never be any
public  market  for  the  Shares.  For  the  purposes  of  this  Agreement,
"Transfer" shall mean any sale, transfer, assignment,  exchange, grant of a
participation  in,  gift,  hypothecation,   encumbrance,  pledge  or  other
disposition by testamentary  bequest,  inter vivos transfer or otherwise of
any securities or any interests therein, whether direct or indirect.

          (b) The  Subscriber is a citizen or resident of the United States
of America and has entered into this Agreement  within the United States of
America.

          Section 4. Management  Fees. The Subscriber  hereby  acknowledges
and agrees that SSCI Investors LLC ("Investors"),  the majority shareholder
of the  Corporation,  or its affiliates  will receive  management and other
fees and expenses from the Corporation.

          Section 5. Transfer  Provisions.  The Subscriber and  Corporation
agree that the  Subscriber  is  entitled to certain  tag along  rights,  is
subject  to certain  obligations  to  Transfer  his  Shares  under  certain
circumstances  (including  termination  of employment  and certain sales by
Investors)  and is  subject  to  certain  restrictions  on his  ability  to
Transfer his Shares, all of which are described in Exhibit A.

          Section 6. Governing Law. This Agreement shall be governed by and
construed  in  accordance  with the laws of the State of  Delaware  without
regard to its rules of conflict of laws. The Subscriber hereby  irrevocably
and unconditionally consents to submit to the exclusive jurisdiction of the
courts of the State of Delaware and of the United States of America located
in the State of Delaware for any  litigation  arising out of or relating to
this Agreement and the transactions  contemplated hereby (and agrees not to
commence any litigation relating thereto except in such courts), waives any
objection to the laying of venue of any such  litigation  in such  Delaware
courts and agrees not to plead or claim that such litigation brought in any
such Delaware court has been brought in an inconvenient forum.

          Section 7. Assignment; Binding Effect; Third Party Beneficiaries.
Neither this  Agreement  nor any of the rights,  interests  or  obligations
hereunder  shall be assigned by either of the  parties  hereto  (whether by
operation of law or  otherwise)  without the prior  written  consent of the
other party.  Subject to the preceding  sentence,  this Agreement  shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective  successors and assigns.  Investors and its affiliates are third
party   beneficiaries  under  this  Agreement.   Notwithstanding   anything
contained in this  Agreement  to the  contrary,  nothing in this  Agreement
(other than as set forth in the preceding sentence), express or implied, is
intended  to confer on any person  other than the  parties  hereto or their
respective heirs,  successors,  executors,  administrators  and assigns any
rights,  remedies,  obligations or  liabilities  under or by reason of this
Agreement.

          Section 8.  Entire  Agreement.  This  Agreement  constitutes  the
entire  agreement  among the parties  with  respect to the  subject  matter
hereof and  supersede all prior  agreements  and  understandings  (oral and
written) among the parties with respect thereto.

          Section 9. Incorporation of Exhibit.  Exhibit  A hereto is hereby
incorporated herein and made a part hereof for all purposes as if fully set
forth herein.

          Section 10. Severability. Any term or provision of this Agreement
which is invalid or  unenforceable  in any  jurisdiction  shall, as to that
jurisdiction,   be  ineffective  to  the  extent  of  such   invalidity  or
unenforceability  without  rendering invalid or unenforceable the remaining
terms and provisions of this Agreement or otherwise  affecting the validity
or  enforceability  of any of the terms or provisions of this  Agreement in
any other  jurisdiction.  If any provision of this Agreement is so broad as
to be unenforceable, the provision shall be interpreted to be only so broad
as is enforceable.

          Section 11. Termination. The provisions of Sections 3, 4 and 5 of
Exhibit A shall  terminate  and shall  cease to be binding  on the  parties
hereto upon the initial public offering ("IPO") of Shares  registered under
the U.S. Securities Act of 1933, as amended,  whether by the Corporation or
by shareholders.
<PAGE>
          IN WITNESS  WHEREOF,  this Agreement has been duly executed as of
the date first above written.

                                  SOVEREIGN SPECIALTY CHEMICALS, INC.


                                  By:
                                     --------------------------------
                                     Name:
                                     Title:

                                  Address for Notices:

                                  Suite 2200
                                  225 West Washington Street
                                  Chicago, IL 60606
                                  Attn: Chief Financial Officer


                                  SUBSCRIBER


                                  -----------------------------------
                                  [Name]


                                  Subscriber's Address for Notices:

                                  -----------------------------------

                                  -----------------------------------

                                  -----------------------------------

                                  Subscriber's Taxpayer I.D. No:

                                  -----------------------------------

AGREED WITH RESPECT TO
SECTION 4 OF EXHIBIT A:

SSCI INVESTORS LLC

By:  SSCI Investors Inc.

By:
   -------------------------
   Name:
   Title:

Address for Notices:

65 East 55th Street
New York, NY  10022
Attn:  General Counsel
<PAGE>
                                                                  Exhibit A

                            Transfer Provisions

          Section 1. Transfer  Restrictions.  (a) The Subscriber  shall not
Transfer  all or part of any Shares  owned of record by him in violation of
the provisions of this Section. Any Transfer in violation of the provisions
of this Section shall have no effect and be null and void.

          (b) So long as such  restriction  is  applicable  hereunder or by
law,  each  of  the  certificates  representing  the  Shares  held  by  the
Subscriber hereto shall be stamped with the following legend:

          THESE  SHARES ARE  SUBJECT TO  CERTAIN  LIMITATIONS  ON
          TRANSFER   AND  TO  CERTAIN   VOTING   AGREEMENTS   AND
          OBLIGATIONS   AS  ARE  SET  FORTH  IN  A   SUBSCRIPTION
          AGREEMENT WITH  SOVEREIGN  SPECIALTY  CHEMICALS,  INC.,
          INCLUDING,  BUT NOT LIMITED TO,  RESTRICTIONS  ON THEIR
          SALE, TRANSFER,  PLEDGE OR OTHER DISPOSITION AND VOTING
          OBLIGATIONS TO EFFECT CERTAIN  TRANSACTIONS.  A COPY OF
          SUCH  AGREEMENT  IS  ON  FILE  WITH  THE  SECRETARY  OF
          SOVEREIGN  SPECIALTY  CHEMICALS,   INC.  SUCH  TRANSFER
          RESTRICTIONS AND VOTING OBLIGATIONS SHALL BE BINDING ON
          FUTURE TRANSFEREES AND HOLDERS.

          (c) The Subscriber, by acceptance of the Shares, agrees, prior to
any offer to sell, sale or other  disposition or Transfer of part or all of
the Shares,  to give written notice to the  Corporation of his intention to
effect such sale or other  disposition or Transfer.  Each such notice shall
describe  the  manner  and  circumstances  of the  proposed  sale or  other
disposition or Transfer in sufficient  detail.  The Corporation will advise
the  Subscriber  within 10 Business  Days after  submission of such notice,
whether he is  entitled to so Transfer  the  securities.  If such holder is
entitled to so Transfer,  he shall submit the certificate  representing the
Shares to the  Corporation  in proper form for Transfer and  accompanied by
appropriate  instruments  of  Transfer.  Such  certificate  shall  also  be
accompanied  by an  undertaking in writing by the transferee to be bound by
all the terms of this Agreement.  Each  certificate  thus  transferred (and
each of the stock certificates  evidencing any untransferred balance of the
securities evidenced by such certificate) shall bear the restrictive legend
set forth in Section  1(b) of this  Exhibit A,  unless  such  legend is not
required by this Agreement.  For the purposes of this Agreement,  "Business
Day"  shall mean a day that is not a  Saturday,  a Sunday or a day on which
banking institutions in New York, New York are not required to open.

          (d) Except as  permitted  by Section 3, 4 or 5 of this Exhibit A,
the  Subscriber  shall  not,  at any time  from the date  hereof  until the
earlier  of (x) the IPO and (y) the fifth  anniversary  of the date of this
Agreement,  without the consent of the Corporation and Investors,  Transfer
any Shares owned by him ("Restricted Shares").

          (e)  Notwithstanding  any provision to the contrary  contained in
this Agreement and upon compliance with Section 1(c) of this Exhibit A:

               (i) The Subscriber may Transfer  Restricted Shares to: (1) a
spouse or any lineal ancestor or descendant; (2) the trustee or trustees of
a trust or trusts at any time  established  for the primary  benefit of the
Subscriber  or the  spouse or any  lineal  ancestor  or  descendant  of the
Subscriber,  provided  that  each  and  every  trustee  who  may  vote  any
Restricted  Shares shall be the Subscriber or a person  referred to in this
paragraph  (e)(i)  or a bank or trust  company;  and (3) a  partnership  or
partnerships,  all of the  general  and  limited  partners of which are the
Subscriber  and/or one or more of the persons  referred to with  respect to
the Subscriber in this paragraph (e) (other than a bank or trust  company);
provided  that  (x) any  such  trust  or  partnership  shall  have no terms
inconsistent  with the obligations of the Subscriber  under this Agreement,
and (y) as a condition of Transfer,  any Permitted Transferee shall execute
and  deliver  to  the  Corporation  an  agreement  in  form  and  substance
reasonably  satisfactory to the Corporation pursuant to which the Permitted
Transferee  agrees to be bound by all of the provisions of this  Agreement.
If any Restricted  Shares are transferred to a Permitted  Transferee,  such
Permitted  Transferee shall take and hold such Restricted  Shares, and such
Restricted  Shares shall be,  subject to this  Agreement and to the rights,
obligations and  restrictions  provided herein with respect to the original
Subscriber of such Restricted  Shares as of the date of this Agreement,  as
if such Permitted Transferee were such original Subscriber.

               (ii) Any Transfer of Restricted  Shares otherwise  permitted
by this  paragraph  (e) shall not be made  unless  in  compliance  with all
applicable laws, including,  without limitation, the securities laws of the
United States of America and the states thereof.

               (iii) For purposes of this Agreement, "Permitted Transferee"
shall mean any Person to whom Shares are  Transferred  by the Subscriber or
any  previous  Permitted  Transferees,  excluding  any  Shares  Transferred
pursuant to Section 3 or 4 of this Exhibit A and  excluding any Shares sold
after the consummation of an IPO in compliance with this Section.

          (f) No purported  Transfer of any  Restricted  Share or any share
certificate  bearing the legend set forth in Section 1(b) of this Exhibit A
in violation of this Agreement shall be of any force or effect, and no such
Transfer shall be made or recorded on the books of the Corporation.

          Section  2.  Holdback.  Each  holder of Shares  agrees  that,  if
requested  by the  Corporation  or the  managing  underwriters,  if any, in
writing,  he will not  directly  or  indirectly  (x) offer,  pledge,  sell,
contract to sell,  sell any option or contract to  purchase,  purchase  any
option or contract to sell, grant any option, right or warrant for the sale
of or otherwise  dispose of or transfer any shares of Voting or  Non-Voting
Common Stock or securities  convertible into or exchangeable or exercisable
for shares of Voting or Non-Voting  Common Stock or (y) Transfer any Shares
in any manner or during any period  required by the managing  underwriters.
Requests  under  this  section  need  not  be  uniformly   applied  to  all
shareholders.

          Section 3. Take Along Rights. If, prior to an IPO, Investors, any
affiliate of Investors, or any officer,  director,  employee,  participant,
shareholder or member of Investors, or any affiliate thereof (together, the
"Investors  Parties") desire to Transfer or exchange directly or indirectly
(by  merger  or  otherwise),  at least  50% of the  shares  of  Voting  and
Non-Voting  Common Stock  beneficially  owned by the Investors Parties (any
such transaction  being referred to herein as an "Exit Sale") to any person
who is not an affiliate of the transferring Investors Party or an Affiliate
of Investors, Investors may require, pursuant to a written notice delivered
to the  Subscriber  at least 20 days prior to the  closing of the  proposed
Exit  Sale,  that  the  Subscriber  sell  to  the  prospective   purchaser,
concurrently  with and on the terms  (including  price) and  subject to the
conditions  of the Exit  Sale,  up to that  number of  Shares  owned by the
Subscriber  as shall equal the product of (x) a fraction,  the numerator of
which is the number of shares of Voting and Non-Voting Common Stock held by
the Investors  Parties  proposed to be transferred in the Exit Sale and the
denominator  of which is the  number of shares  of  Voting  and  Non-Voting
Common Stock owned by the Investors  Parties,  and (y) the number of Shares
owned by the Subscriber.  If the Investors  Parties propose the Transfer of
all or  substantially  all of the assets or  business,  (whether by merger,
sale or otherwise) of the  Corporation,  then Investors and the Corporation
shall have the right to require the  Subscriber to take promptly all action
necessary or  appropriate  (including  voting their Shares in favor of such
transaction) in order to effect such transaction.  The Subscriber covenants
and agrees that it shall take such actions as are  necessary to  consummate
the transactions contemplated by this paragraph.

          Section 4. Tag Along  Rights.  If, prior to an IPO, the Investors
Parties  desire to  Transfer  (other than  Transfer to any other  Investors
Party or Related Party (as defined below)), directly or indirectly,  shares
of Voting or Non-Voting  Common Stock, the Investors  Parties shall provide
the Subscriber with written notice (the "Tag Along Notice") (which may, but
need not be, incorporated into the notice required pursuant to Section 3 of
this Exhibit A) setting forth:

               (i) the  number of shares of  common  stock  proposed  to be
Transferred;

               (ii) the identity of the prospective purchaser;

               (iii) all material  terms and  conditions  of such  proposed
transaction; and

               (iv) that the  party  transferring  shares  of common  stock
requiring a tag-along  notice (the  "Transferring  Party") is offering  the
Subscriber (the "Non-Transferring  Party") the right to participate in such
Transfer  on a pro rata  basis  on the same  terms  and  conditions  as are
applicable to the Transferring  Party,  provided that the Investors Parties
may  Transfer (x) up to 15% of the shares of Voting and  Non-Voting  Common
Stock  beneficially  owned by them in the  aggregate as of the Closing Date
without complying with this Section 4 and (y) to other Investors Parties or
the Related  Parties.  This Section 4 shall not apply to any  redemption or
Transfer of shares of Voting or Non-Voting  Common Stock made in connection
with any employee stock purchase plans.  Tag-Along  rights shall not apply,
and the 15%  computation  referred  to in the  preceding  clause  (x) shall
exclude,  shares of Voting and Non-Voting Common Stock sold to employees of
the  Corporation by any Investors  Party or its affiliates  within 365 days
after the date hereof.

               Within 10 Business  Days  following  the delivery of the Tag
Along Notice, the Non-Transferring Party shall, by notice in writing to the
Transferring  Party,  have  the  opportunity  to  sell  to the  prospective
purchaser (upon the same terms and conditions as the Transferring Party) up
to that  number of  Shares  owned by such  Non-Transferring  Party as shall
equal the product of (x) a fraction,  the  numerator of which is the number
of  Shares  owned  by the  Non-Transferring  Party  as of the  date of such
proposed  sale and the  denominator  of which is the  aggregate  number  of
shares of Voting and  Non-Voting  Common Stock owned as of the date of such
Tag Along Notice by Investors  Parties and the  Non-Transferring  Party and
any other participating  person, and (y) the number of shares of Voting and
Non-Voting Common Stock proposed to be sold. The amount of shares of Voting
and Non-Voting  Common Stock to be sold by the Transferring  Party shall be
reduced if and to the extent  necessary  to provide for such sale of Shares
by the Non-Transferring Party. If the Non-Transferring Party does not elect
to participate  in such sale within the 10 Business Day period  referred to
above,  the  Transferring  Party shall be entitled to consummate  such sale
without the participation of the Non-Transferring Party.

               For the  purposes of this  Agreement,  "Related  Party" with
respect to any person shall mean, as of the time of any  Transfer,  (i) any
person  or  entity  that,  directly  or  indirectly,  through  one or  more
intermediaries,  has voting  control of, or is under common voting  control
with, or is controlled  by such person,  (ii) with respect to  individuals,
such individual's spouse, parents, children, siblings and/or grandchildren,
and  (iii)  a  trust,  corporation,  partnership  or  other  entity,  whose
beneficiaries,  shareholders,  partners,  or  owners,  or other  persons or
entities  holding a controlling  interest in which,  consist solely of such
person and/or such other persons or entities referred to in the immediately
preceding clauses (i) or (ii).

          Section 5. Certain  Consequences  of Termination of  Subscriber's
Employment. (a) If at any time the Subscriber shall cease to be employed by
the  Corporation or any subsidiary  thereof as a result of a Termination by
the Corporation for Cause (as defined  below),  the Corporation  shall have
the right (a "Call  Option") to  purchase  all but not less than all of the
Shares  owned  by  the  Subscriber  and  his  Permitted  Transferees  at an
aggregate  price equal to the lower of the (i) price paid by the Subscriber
pursuant to this  Agreement  or (ii) Fair Market  Value of the Shares to be
purchased on the date of the Call Notice (the "Applicable Valuation Date").

          For  the  purposes  of  this   Agreement,   "Termination  by  the
Corporation for Cause":  means termination by the Corporation or any of its
subsidiaries  or  affiliates  of  the  Subscriber's   employment  for:  (i)
misappropriation  of  any  significant  monies  or  significant  assets  or
properties of the Corporation or any of its  subsidiaries,  (ii) conviction
of a felony or a crime involving  moral  turpitude,  (iii)  substantial and
repeated  failure to comply with directions of the Chief Executive  Officer
of the  Corporation  or other  superior of the  Subscriber  or the board of
directors of the Corporation or any of its subsidiaries or affiliates, (iv)
gross  negligence  or willful  misconduct,  (v) chronic  alcoholism or drug
addiction  together  with the  Subscriber's  refusal to  cooperate  with or
participate  in  counseling  and/or  treatment  of same or (vi) any willful
action or inaction of the Subscriber  which,  in the reasonable  opinion of
the  Corporation,  constitutes  dereliction  (willful  neglect  or  willful
abandonment of assigned duties), or a material breach of any policy or rule
of the  Corporation  or any of its  subsidiaries.  For the purposes of this
Agreement,  "Fair Market Value" shall be determined by the  Corporation  in
good faith.

          (b) If at any time the  Subscriber  shall cease to be employed by
the  Corporation  or any  subsidiary  thereof  other  than as a result of a
Termination by the  Corporation for Cause,  the Corporation  shall have the
right,  to  purchase  all but not  less  than all the  Shares  owned by the
Subscriber or his Permitted Transferees at a price equal to the Fair Market
Value on the Applicable Valuation Date of the Shares to be purchased.

          (c) If the  Corporation  desires to  exercise a Call  Option,  it
shall  give  written  notice  thereof  (a  "Call  Option  Notice")  to  the
Subscriber and the Permitted  Transferees of the Subscriber  within 60 days
of the  occurrence of the event giving rise to such Call Option;  such Call
Option shall  expire if such notice is not given  within such  period.  The
Subscriber and the Permitted Transferees of the Subscriber shall deliver to
the Corporation certificates representing the Shares, free and clear of all
claims,  liens,  or  encumbrances,  together with blank stock powers,  duly
executed with all signature guarantees at a closing at the principal office
of the Corporation on the seventh day after the Call Option Notice has been
given to the  Subscriber.  The  proceeds  from the  purchase  of the Shares
pursuant  to the  Call  Option  shall  be paid by  check,  which  shall  be
delivered to the Subscriber at the closing of such purchase.