Exhibit 4.2

                             SUBSCRIPTION AGREEMENT


Re: Offering of Common Stock

     In  connection  with the  offer  ("the  Offering")  and  proposed  issuance
OrderPro Logistics,  Inc., an Arizona corporation ("the Company"),  of shares of
Common  Stock  ("the  Common  Stock"),  the  undersigned   prospective  investor
("Investor") and the Company hereby agree as follows:

     1. Subscription.  The Investor hereby subscribes for the purchase of Common
Stock and agrees to purchase  the number of shares of Common  Stock set forth on
the signature page of this Subscription Agreement at a price of $1.50 per Share.
The  Investor  and the  Company  agree  that this  Subscription  is and shall be
irrevocable; however, the Company, in its sole discretion and for any reason may
accept or reject this Subscription  Agreement,  in whole or in part, at any time
not later than 10 days after this Subscription Agreement.

     2.  Representations and Warranties.  The Investor makes the representations
and  warranties set forth below with the intent that the same may be relied upon
in determining the Investor's suitability as a purchaser of Common Stock. If the
Investor includes or consists of more than one person or entity, the obligations
of the  Investor  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  or  entity   and   their   respective   heirs,   executors,
administrators, successors and assigns.

     (a)  No  Regulatory  Review.  The Investor is aware that this Offering is a
          limited  offering and that no federal,  state or other agency has made
          any finding or  determination as to the fairness of the investment nor
          made any recommendation or endorsement of the Common Stock.

     (b)  Ability  to  Evaluate.  The  Investor,  by  reason  of the  Investor's
          knowledge and experience in financial and business  matters is capable
          of  evaluating  the risks and  merits of an  investment  in the Common
          Stock

     (c)  Investment  Intent.  The  Investor  acknowledges  that the purchase of
          Common Stock  hereunder is being made for the  Investor's own account,
          for   investment   purposes   only  and  not  with  the  intention  of
          distributing  or reselling  the Common Stock in whole or in part.  The
          Investor  further  understands  that  the  Common  Stock  has not been
          registered under the Securities Act of 1933, as amended (the "Act") or
          under any state securities laws by reason of specific exemptions there
          from,  which  depend  upon among  other  things,  the  accuracy of the
          Investor's   representations   as  expressed   in  this   Subscription
          Agreement.  The  Investor  further  understands  that  transfer of the
          Common Stock is  restricted  under the Act and under state  securities
          laws.
<PAGE>
     (d)  Confidentiality.  The  Investor  understands  that the material on the
          Company provided to the investor and any other  information  discussed
          with the Investor in connection  with this  Offering is  confidential.
          The  Investor  has  not  distributed  and  will  not  distribute  said
          information and materials and has not divulged the contents thereof or
          of any oral  communication  with the Company in  connection  with this
          Offering, to anyone other than such legal or financial as the Investor
          deems necessary for purposes of evaluating an investment in the Common
          Stock and no one (except such advisors) has used the material, and the
          Investor has not made any copies thereof.

     (e)  Authorization  and  Formation  of  Subscriber.   The  Investor,  if  a
          corporation,  partnership,  trust or other form of business entity, is
          authorized  and otherwise  duly  qualified to purchase and hold Common
          Stock  and  such  entity  has not  been for the  specific  purpose  of
          acquiring Common Stock in this Offering. If the Investor is one of the
          aforementioned  entities,  it hereby  agrees that upon  request of the
          Company  it will  supply  the  company  with  any  additional  written
          information that may be requested by the Company.

     3.  Governing  Law. This  Subscription  Agreement  shall be governed by and
construed in accordance with the laws of the state of Arizona.

     4.  Signatures.  The Investor  declares  under  penalty of perjury that the
statements,  representations  and warranties  contained herein are true, correct
and complete  and that this  Subscription  Agreement  was executed at Tucson,
Arizona.
<PAGE>
     Number of Shares of Common Stock: 2,000

     Total purchase price: $3,000

     Exact Name(s) in which ownership of Common Stock is to be registered:

     James K. Larrington Corporation

     Address: 6821 N. Cassim Place

     City, State, and Zip Code: Tucson, AZ 85704

     Annual Income $______________   Liquid Net Worth $___________________

     Initials(s)______

Investment Objectives:

     Blue Chip Growth                   Income
                      -------                  -------

     Good Quality Growth                Long Term Hold
                         -------                       -------

     Speculative Appreciation           Short Term Trading
                             -------                      -------

     High Risk Appreciation   X         Initials
                           -------              -------

     I can  afford  to  invest  in  speculative  securities  and  risk a loss of
     _____________________

     I can  afford  to  invest  $3,000  in  high-risk  securities  that  have no
liquidity and cannot be sold.

                                                              Initial(s)________

Subscriber

James K. Larrington Corporation

by James K. Larrington, President
   -------------------------------------
            (Print Name)


   -------------------------------------
            (Signature)
Date 9/22/2000

Joint Subscriber: (if necessary)


   -------------------------------------
            (Print Name)

   -------------------------------------
            (Signature)

Date

RECEIVED AND ACCEPTED:

$3,000

Number of Shares 2,000

Date 9/22/2000
<PAGE>
                           Investors Acknowledgements


     In Order to introduce the Company to accept the  accompanying  subscription
for Common Stock, The Investor  expressly  acknowledges the following by placing
his or her initials  (or, if the Investor is a person other than an  individual,
the initials of an individual authorized to act for the Investor) in each of the
applicable spaces provided below.

     THE INVESTOR HAS RECEIVED,  HAS CAREFULLY READ AND UNDERSTANDS THE OFFERING
MATERIAL,  AND IN  PARTICULAR,  IS AWARE OF THE  RISKS OF AN  INVESTMENT  IN THE
COMMON STOCK DESCRIBED IN SAID MATERIAL.

     THE INVESTOR HAS CAREFULLY READ THE ACCOMPANYING SUBSCRIPTION AGREEMENT AND
IN PARTICULAR,  HAS CAREFULLY READ AND UNDERSTANDS THE INVESTORS REPRESENTATIONS
AND  WARRANTIES  MADE THEREIN AND  CONFIRMS  THAT ALL SUCH  REPRESENTATIONS  AND
WARRANTIES ARE TRUE AND CORRECT.

     *    QUALIFIES ____________

     *    DOES NOT QUALIFY _________

     UNDER THE FOLLOWONG  CATEGORY OR CATEGORIES OF  DEFINITIONS  OF "ACCREDITED
INVESTOR" (INDICATE EACH APPLICABLE CATEGORY):

     The Investor is a natural person whose  individual net worth,  or joint net
     worth with that person's spouse exceeds $1,000,000.

     Yes [ ]    No [ ]

     The Investor is a natural person who had an individual  income in excess of
     $200,000  in each of the two most  recent  years or joint  income with that
     person's  spouse  in excess of  $300,000  in each of those  years and has a
     reasonable  expectation  of realizing  the same income level in the current
     year.

     Yes [ ]    No [ ]
<PAGE>
     The Investor  who is not an  accredited  investor  either alone or with his
     purchase  representative(s)  has such knowledge and experience in financial
     and business  matters that he is capable of evaluating the merits and risks
     of the prospective  investment may qualify  provided the issuer  reasonably
     believes  immediately  prior to making any sale that such  purchaser  comes
     within this description.

     Yes [ ]    No [ ]

     The Investor is a broker or dealer registered pursuant to Section 15 of the
     Securities Exchange Act of 1934, as amended.

     Yes [ ]    No [X]

     The Investor is an insurance  Company,  a registered  securities  broker or
     dealer,  a  licensed  Small  Business   Investment  Company,  a  registered
     investment  Company, a business  development  Company as defined in Section
     2(a)(48)  of the  Investment  Company  Act of  1940 or a  private  business
     development  Company as defined in  Section  202(a)(22)  of the  Investment
     Advisers Act of 1940.

     Yes [ ]    No [X]

     The  Investor is an  organization  described  in Section  501(c)(3)  of the
     Internal Revenue Code of 1986 as amended,  or a corporation,  Massachusetts
     or similar  business  trust or  partnership,  not  formed for the  specific
     purpose of  acquiring  the  Common  Stock,  with total  assets in excess of
     $5,000,000.

     Yes [ ]    No [X]

     The  Investor is a trust with a total  assets in excess of  $5,000,000  not
     formed for the  specific  purpose of acquiring  the Common  Stock  offered,
     whose  purchase  is  directed  by a  person  who  has  such  knowledge  and
     experience  that he or she is capable of evaluating the merits and risks of
     the proposed investment.

     Yes [ ]    No [X]

     The  Investor is a bank savings and loan or similar  institution  acting in
     its individual or fiduciary  association  capacity,  or an employee benefit
     plan with total assets in excess of $5,000,000.

     Yes [ ]    No [X]
<PAGE>
     The Investor is a Plan established and maintained by a state, its political
     subdivisions,  or any agency or instrumentality of a state or its political
     subdivisions  for the benefit of its employees  with total assets in excess
     of $5,000,000.

     Yes [ ]    No [X]

     The  Investor  is an  employee  benefit  plan  within  the  meaning  of the
     Employment Retirement Income Security Act of 1974 ("ERISA"), the investment
     decisions  for which are made by a plan  fiduciary,  as  defined in Section
     3(21) of ERISA,  which is  either a blank,  savings  and loan  association,
     insurance  Company,  or registered  investment  adviser,  or is an employee
     benefit plan that has total assets in excess of $5,000,000.

     Yes [ ]    No [X]

     The Investor is an entity in which all of the equity owners are  accredited
     investors or individuals who are accredited investors (as defined above).

     Yes [ ]    No [X]


SUBSCRIBER

Subscriber

James K. Larrington Corporation

by James K. Larrington, President
   -------------------------------------
            (Print Name)


   -------------------------------------
            (Signature)
                                                                  Date 9/22/2000

Joint Subscriber: (if necessary)


   -------------------------------------
            (Print Name)

   -------------------------------------
            (Signature)
                                                                  Date