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                                                                    EXHIBIT 4.01
                     CARACO PHARMACEUTICAL LABORATORIES LTD.


                             SUBSCRIPTION AGREEMENT
                                       FOR
                          OFFERING OF 4,365,000 SHARES
                         OF COMMON STOCK (NO PAR VALUE)
                                $_____ PER SHARE


                     To Be Completed By Prospective Investor



         If and when accepted by Caraco Pharmaceutical Laboratories Ltd., a
Michigan corporation (the "Corporation"), this Subscription Agreement shall
constitute the subscription of the undersigned subscriber for the number of
shares of the Common Stock, no par value of the Corporation identified below
(the "Shares"). The Corporation and its sales agent, as applicable, are relying
upon the accuracy and completeness of the information set forth herein in
complying with their obligations under applicable securities laws.


         (1) Method of Subscription: The undersigned hereby subscribe for the
Shares at a purchase price of $_____ per share.


         Before a subscription will be accepted, the following must be completed
(all blanks filled in), executed, dated, acknowledged and returned to the
Corporation at 1150 Elijah McCoy Drive, Detroit, Michigan 48202.

                  a.       One executed copy of this Subscription Agreement;

                  b.       Until the Minimum Offering is sold, (as defined in
                           the Prospectus dated ________, 200___) checks, money
                           orders or bank drafts upon a U.S. bank shall be
                           payable to "Bank One Trust Company, N.A." for the
                           full amount of the purchase price;

                  c.       After the Minimum Offering is sold, checks, money
                           orders or bank drafts upon a U.S. bank shall be
                           payable to "Caraco Pharmaceutical Laboratories Ltd."
                           for the full amount of the purchase price; and

                  d.       An executed copy of Form W-9.

In no event will subscriptions be accepted later than _________, 200___, at
which time the offering will terminate.

         (2) Acceptance By Corporation: The undersigned understands that the
Corporation will notify him or it whether the subscription has been accepted or
rejected, as promptly as possible. In the event this subscription is rejected,
all funds and documents tendered by the undersigned shall be returned, without
interest,



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in which case the Corporation shall have no further obligation to the
undersigned. The Corporation in its sole discretion and for any or no reason
shall determine whether this subscription shall be accepted/rejected in whole or
in part. This subscription is not binding upon the Corporation until accepted by
the Corporation. The Corporation reserves the right to terminate the Offering
and to return all subscription proceeds at any time prior to the use of the
subscription proceeds by the Corporation.

         (3) Independent Advice: The undersigned acknowledges that he or it has
been advised to consult with independent counsel regarding the consequences of
participating in this investment.

         (4) Residency of the Subscribers: The undersigned represent and
warrants to the Corporation and the Sales Agent, as applicable, that he is a
bona fide resident of the State of __________. Specifically, if an individual,
the undersigned represents and warrants that his principal residence at the time
of the offer and sale of the Shares is in the State of _________. If a
corporation, partnership, trust or other form of business organization, the
undersigned represents and warrants that at the time of the offer and sale of
the Shares, it has its principal office within the State of ___________.

         (5) Further Representations, Warrants and Covenants: The undersigned
hereby represents warrants, covenants and agrees that the subscription of the
undersigned is irrevocable, however, the undersigned shall have no obligations
under this Agreement if the subscription is for any reason not accepted by the
Corporation or if the Offering by the Corporation is cancelled.

         (6) Indemnity: The undersigned hereby agree to indemnify the
Corporation and the Sales Agent, as applicable, and each of their officers,
directors, representatives, agents and employees, and hold them harmless from
and against any and all liability, damage, cost or expense incurred on account
of or arising out of:

                  a.       Any breach of or inaccuracy in the declaration,
                           representations and warranties of the undersigned set
                           forth herein;

                  b.       Any action, suit or proceeding based upon the claim
                           that the declarations, representations or warranties
                           of the undersigned were inaccurate or misleading or
                           otherwise cause for obtaining damages or redress from
                           the Corporation or the Sales Agent, as applicable.


         (7) Miscellaneous: The undersigned further understand and acknowledge
that:

                  a.       This subscription is not transferable or assignable
                           by the undersigned.

                  b.       If the undersigned consists of more than one person,
                           the obligations of the undersigned shall be joint and
                           several and the representations and warranties herein
                           contained shall be deemed to be made by and be
                           binding upon each such person and his or her heirs,
                           executors, administrators, successors and assigns.

                  c.       This subscription, upon acceptance by the
                           Corporation, shall be binding upon the heirs,
                           executors, administrators, successors and assigns of
                           the undersigned.



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                  d.       This Subscription Agreement constitutes the entire
                           agreement between the parties respecting the subject
                           matter thereof.

                  e.       Captions in this Subscription Agreement are for the
                           convenience of reference only and shall not limit or
                           otherwise affect the interpretation or effect of any
                           term or provision hereof.

                  f.       This Subscription Agreement shall be governed,
                           enforced and construed in all respects in accordance
                           with the laws of the State of _______ without giving
                           effect to any conflict of laws or choice of law
                           rules.

                  g.       Any action or proceeding seeking to enforce any
                           provision of, or based on any right arising out of,
                           this Subscription Agreement may be brought against
                           the Corporation or the undersigned only in the courts
                           in the State of Michigan, County of Wayne or, if it
                           has or can acquire jurisdiction, in the United states
                           District Court for the Eastern District of Michigan,
                           and the Corporation and the undersigned consent to
                           the jurisdiction of such courts (and of the
                           appropriate appellate courts) in any such action or
                           proceeding and waives any objection to venue laid
                           therein. Process in any action or proceeding referred
                           to in the preceding sentence may be served on the
                           Corporation or the undersigned anywhere in the world.


         (8) Type of Ownership for Shares if Subscribers Are Individuals (check
one):


                  ( )      Individual Ownership (one signature required)

                  ( )      Joint Tenants with Right of Survivorship (both
                           parties must sign)

                  ( )      Tenants in Common (both parties must sign)


                  --------------------------------------------------------------
                    Please print here the exact name (registration) subscriber
                                        desires on account


         (9)      Organizational Ownership (check one):

                  ( )      Corporation (signature of authorized officer
                           required)

                  ( )      Partnership (signature of all partners required)

                  ( )      Limited Liability Company (signature of all members
                           or managers required)

                  ( )      Other Form of Organization (see Corporation or Sales
                           Agent, as applicable, for signature instruction)




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                  --------------------------------------------------------------
                   Please print here the exact organization name (registration)
                                   subscriber desires on account

         NOTE: Investors should seek the advice of their attorneys in deciding
in which of the above forms they should take ownership of the Shares, since
different forms of ownership can have varying gift tax, estate tax, income tax
and other consequences.


         (11)     Amount of Subscription:

                  Number of Shares: ___________________

                  Total Purchase Price: _________________($_____ per share)

         IN WITNESS WHEREOF, the undersigned, intending to be legally bound,
have completed this Subscription Agreement to evidence their subscription for
the Shares of Caraco Pharmaceutical Laboratories Ltd. this _______ day of
_____________, 200___.

(This signature block is for use by individual subscribers only)



                                        ------------------------------------
                                        Address:



                                        Telephone No:
                                        Facsimile No:
                                        E-mail:


(This signature block is for use by organizational subscribers only)


                                        ------------------------------------
                                        (Name of organization)


                                        By:
                                        Its:
                                        Address:
                                        Telephone No:
                                        Facsimile No:
                                        E-mail:



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         The Corporation has accepted this Subscription Agreement this _______
day of __________, 200____.

                                     CARACO PHARMACEUTICAL LABORATORIES LTD.

                                     By:


                                     Its:    ____________________________






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