EXHIBIT 4.5

                    SOVEREIGN SPECIALTY CHEMICALS, INC.
                     MANAGEMENT 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,  of the  Corporation  (the "Common  Stock"),  at a purchase price of
$100.00  per  share.  The  shares of Common  Stock to be  purchased  by the
Subscriber pursuant to this Agreement 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 the
Shareholders   Agreement,   dated  December  29,  1999  (the  "Shareholders
Agreement"), by and among the Corporation, SSCI Investors LLC ("Investors")
and the  other  parties  thereto,  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 Investors, the majority shareholder of the Corporation,  or
its affiliates will receive management and other fees and expenses from the
Corporation.

          Section 5. 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 6. 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 7.  Acknowledgement;  Entire  Agreement.  The  Subscriber
acknowledges  and  agrees  that  the  Shares  purchased  pursuant  to  this
Agreement are subject to the Shareholders Agreement. This Agreement and the
Shareholders  Agreement  constitute 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 8. 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.
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          IN WITNESS  WHEREOF,  this Agreement has been duly executed as of
the date first above written.

                                       SOVEREIGN SPECIALTY
                                       CHEMICALS, INC.


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


                                       SUBSCRIBER

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


                                       Subscriber's Address for Notices:

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                                       Subscriber's Taxpayer I.D. No:

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