EXHIBIT 4.9



[GRAPHICS OMITTED]










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                                                                          FORM 1



                             SUBSCRIPTION AGREEMENT



RDC International Inc.
1819 Main Street, Suite 600
Sarasota Florida  34236
Attention: Peter Voghel, CEO


Gentlemen:

                  The  undersigned  is writing  to advise  you of the  following
terms and conditions under which the undersigned hereby offers to subscribe (the
"Offer")  to shares of the  common  stock of RDC  International  Inc,  a Florida
corporation  (the  "Company").  In this  regard,  the  undersigned  acknowledges
receipt from the Company of a copy of the Company's private  placement  offering
memorandum  dated  September 31, 2000, and all exhibits and  amendments  thereto
(collectively,  the "Memorandum"),  which offering has been fully subscribed for
and completed,  and which  Memorandum is being provided to the  undersigned  for
general information purposes.  The undersigned has been afforded the opportunity
to ask questions  of, and receive  answers from the  Company's  officers  and/or
directors  acting  on its  behalf  concerning  the  Company,  and the  terms and
conditions of this Offering, as further described herein.


         1.       Subscription.

         Subject  to the  terms  and  conditions  hereinafter  set forth in this
Subscription Agreement,  the undersigned hereby offers to purchase Shares for an
aggregate purchase price of $


         If the Offer is accepted, the Shares shall be paid for by the  delivery
in U.S. dollars of the aggregate purchase price by check, bank draft,  postal or
express  money order or wire  transfer  (please call RDC  International  Inc. at
941-365-9955  for wire  transfer  instructions.)  payable  to the  order of "RDC
International  Inc." and if accepted by the  Company,  deposited  by the Company
into its operating account.


         2.       Conditions to Offer.

         The Offering is made subject to the following conditions:  (i) that you
shall have the right to accept or reject  this Offer,  in whole or in part,  for
any reason  whatsoever,  notwithstanding  tender of payment,  including  but not
limited  to your  belief  that  the  financial  ability  of the  undersigned  is
insufficient  to bear the economic risks of this  investment in accordance  with
Regulation  D  promulgated  under the  Securities  Act of 1933,  as amended (the
"Act");  (ii) that the Company  shall have no obligation to accept any Offers to
subscribe for any Shares in the order received or otherwise;  and (iii) that the
undersigned  agrees to comply with the terms of this Subscription  Agreement and
to execute  and  deliver any and all  further  documents  necessary  to become a
stockholder in the Company.

       (C) 2000 RDC International Inc.                                     2

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         Acceptance of this Offer shall be deemed given by the countersigning of
this Subscription Agreement on behalf of the Company.


         3.       Representations and Warranties of the Undersigned.

         The  undersigned,  in order to induce the Company to accept this Offer,
hereby warrants and represents as follows:

         (A)  The  information  provided  by the  undersigned  in the  Purchaser
Questionnaire, attached as FORM 2 hereto, is true and correct.

         (B) The  undersigned  is over the age of 21 years  and  resides  at the
address set forth below and has no present intention of establishing a residence
in any other state or jurisdiction.

         (C) The undersigned  has sufficient  liquid assets to sustain a loss of
the undersigned's entire investment.

         (D) The  undersigned is an Accredited  Investor as that term is defined
in Regulation D promulgated under the Act.

         (E)(1)  (Applicable only if no Purchaser  Representative  is acting for
you) The  undersigned has not authorized any person or institution to act as his
Purchaser Representative (as that term is defined in Regulation D of the General
Rules and Regulations  under the Act) in connection with this  transaction.  The
undersigned  has such  knowledge and  experience in  financial,  investment  and
business  matters that he is capable of  evaluating  the merits and risks of the
prospective  investment  in the Shares of the Company being offered on the terms
and  conditions  as set  forth  herein.  In  connection  with  his  review,  the
undersigned has consulted with such independent  legal counsel or other advisers
considered  appropriate  to assist the  undersigned  in evaluating  his proposed
investment  in  the  Company.  In  particular,  and  not  in  limitation  of the
foregoing, the undersigned has taken full cognizance of and understands:


         (a)      the Memorandum;

         (b)      the Subscription Agreement;

         (c)      that  there  are  substantial risk factors to be considered in
connection with an investment in the Company,  certain of which are described in
the Memorandum,  including,  but not limited to: (1) development  stage business
with  limited  operating  history,  minimal  revenues  and  losses to date;  (2)
possible  acquisition  of assets and/or  investments  in related  businesses may
cause  material  reallocation  of use of proceeds,  reduced time period in which
Offering  proceeds would otherwise be utilized and may accelerate future capital
needs; (3) possibility of operational  delays and/or related cost overruns ; (4)
reliance upon third parties for operational,  maintenance and possible marketing
support;

       (C) 2000 RDC International Inc.                                     3

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(5) no  audited  or  unaudited  financial  statements;  (6)  possible  need  for
substantial  additional financing in the event of the Company's desire to engage
in  accelerated  sales  and  marketing  efforts,  the  availability  of which no
assurances are given;  (7) reliance on management;  (8)  competition  within the
industry that the Company plans to operate; and (9) no firm commitment offering.

         (d)    that the Shares are speculative investments which involve a high
degree of risk of loss of an investor's entire investment in the Company;


         (e)   that there are substantial restrictions on the transferability of
the  Shares  and  that  the  Shares  are not  registered  under  the Act and are
considered  "restricted  securities"  as  that  term  is  defined  in  Rule  144
promulgated  under the Act;  there is presently no public market for any of such
Shares and no assurances  are given that a public market will be developed or be
sustained if developed; accordingly, the undersigned may have to hold the Shares
indefinitely  and it may  not  be  possible  for an  investor  to  liquidate  an
investment in the Company;


     (2)  (Please  complete  only if a  Purchaser  Representative  is acting for
          you).

          (a)  __________________,  whose office address and telephone number is
     _____________________  has  acted as the  Purchaser  Representative  of the
     undersigned;

          (b)  in  evaluating  a  potential   investment  in  the  Company,  the
     undersigned  has been  advised by the  Purchaser  Representative  as to the
     merits and risks of the  investment in general and the  suitability  of the
     investment for the undersigned in particular;

          (c) the Purchaser Representative has confirmed to the undersigned,  in
     writing  (a copy of which  instrument  is FORM 3  attached),  the  specific
     details  of any and all past,  present  or future  material  relationships,
     actual  or  contemplated,  between  the  Purchaser  Representative  and the
     Company; and

          (d) the  undersigned  has reviewed with such Purchaser  Representative
     and, accordingly, is familiar with and understands:


                (i)  the Memorandum;



               (ii)  that there are substantial risk factors to be considered in
connection  with an  investment  in the Company,  certain of which are described
above and in the Memorandum;


              (iii)  that the Shares are speculative investments which involve a
high degree of risk of loss of an investor's entire investment in the Company;



             (iv) that there are substantial restrictions on the transferability
of the  Shares  and that the  Shares  are not  registered  under the Act and are
considered "restricted securities" as

       (C) 2000 RDC International Inc.                                     4

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that term is defined in Rule 144  promulgated  under the Act; there is presently
no public  market  for any of such  Shares  and no  assurances  are given that a
public market will be developed or be sustained if developed;  accordingly,  the
undersigned may have to hold the Shares  indefinitely and it may not be possible
for an investor to liquidate an investment in the Company.


         (F)  The  undersigned  represents  that  he:  (i) has adequate means of
providing for his current financial needs and possible  personal  contingencies,
and has no need for liquidity of his investment in the Company;  (ii) can afford
(a) to hold  unregistered  securities  for an indefinite  period of time and (b)
sustain a complete loss of the entire amount of the subscription;  (iii) has not
made an overall commitment to investments which are not readily marketable which
is  disproportionate so as to cause such overall commitment to become excessive;
and  (iv)  confirms  that  there  has been no  material  adverse  change  in the
information,  financial and other,  previously  given to the Company in order to
induce the Company to send this form of  Subscription  Agreement,  except as set
forth below:


         (Set forth adverse changes, if ______________________________________

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

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


         (G)   Either  directly  or  through  his  Purchaser Representative, the
undersigned has:



              (1) Been  furnished  with a copy of the  Memorandum and such other
information in connection with this transaction as has been requested; and


              (2) Been afforded the opportunity to ask questions of, and receive
answers from the officers  and/or  directors of the Company acting on its behalf
concerning the terms and conditions of the Offering and to obtain any additional
information,  to the extent that the Company  possesses such  information or can
acquire it  without  unreasonable  effort or  expense,  necessary  to verify the
accuracy  of  the  information  furnished;  and  has  availed  himself  of  such
opportunity  to the extent he  considers  appropriate  in order to permit him to
evaluate the merits and risks of an investment in the Company.  It is understood
that all documents,  records and books  pertaining to this  investment have been
made  available  for  inspection  by the  undersigned's  attorney  and/or  other
advisors and the undersigned, and that the books and records of the Company will
be  available  upon  reasonable   notice  for  inspection  by  investors  during
reasonable business hours at the Company's principal place of business.






       (C) 2000 RDC International Inc.                                    5

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         (H)  The undersigned  acknowledges that the Shares being subscribed for
hereunder have not been registered under the Act in reliance on an exemption for
private  offerings  and further  understands  that he is  purchasing  the Shares
without being furnished any offering literature other than the Memorandum.



         (I)The undersigned further acknowledges that this Offering has not been
passed upon or the merits  thereof  endorsed or approved by any state or federal
authorities.


         (J)   The Shares being subscribed for are being acquired solely for the
account of the undersigned and not with a view toward the distribution  thereof.
By such  representation,  the  undersigned  means  that no  other  person  has a
beneficial  interest in the Shares  subscribed for hereunder,  and that no other
person has  furnished or will  furnish  directly or  indirectly,  any part of or
guarantee the payment of any part of the consideration to be paid to the Company
in connection therewith.  The undersigned  understands that the Shares are being
offered pursuant to certain exemptions under the provisions of the Act.


          (K)  The   undersigned  also  understands  that  the  Company  has  no
obligation  or  present  intention  to  register  under  the Act or  with  state
regulatory  agencies the Shares proposed to be acquired by the undersigned or to
make available to the public information (in form of reports pursuant to Section
13 or 15 of the  Securities  Exchange Act of 1934 or  otherwise)  without  which
resale  without  registration  pursuant  to Rule 144 of the  General  Rules  and
Regulations  under the Act or otherwise  may not be available.  The  undersigned
further  acknowledges that no  representations to the contrary have been made by
any person on behalf of the Company in connection with this proposed investment.



     The undersigned  certifies that each of the foregoing  representations  and
warranties set forth in subsections  (A) through (K) inclusive of this Section 3
are true as of the date hereof and shall  survive  such date.  If in any respect
such  representations and warranties shall not be true and accurate prior to the
date  when the  undersigned  receives  notice  that all  Shares  required  to be
subscribed for to consummate the Offering have, in fact,  been  subscribed  for,
the undersigned shall give written notice of such fact to the Company specifying
which  representations  and warranties are not true and accurate and the reasons
therefor,  whereupon  the  Company  may  elect  to  terminate  the  Subscription
Agreement pursuant to Section 8 hereof.


     4.   Indemnification.

     The  undersigned  understands  that the  Shares are being  offered  without
registration  under the Act and in reliance upon the exemption for  transactions
by an issuer not  involving  any public  offering,  and upon the  provisions  of
Regulation D promulgated under the Act; that the availability of such exemptions
is, in part, dependent upon the truthfulness and accuracy of the representations
made  by  the   undersigned   herein;   that  the  Company  will  rely  on  such
representations  in accepting  any  subscriptions  for Shares in the Company and
that the Company may take such steps as it  considers  reasonable  to verify the
accuracy and truthfulness of such



       (C) 2000 RDC International Inc.                                     6

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representations   in  advance  of  accepting  or  rejecting  the   undersigned's
subscription.  The undersigned agrees to indemnify and hold the Company harmless
against any damage, loss, expense or cost, including reasonable attorneys' fees,
sustained as a result of any misstatement or omission on the undersigned's part.



     5.   Rescission Rights for Florida Subscribers.

     The undersigned  acknowledges that he is aware that the securities  offered
hereby  have not been  registered  under the  Florida  Securities  and  Investor
Protection  Act by reason of an  exemption  pursuant  to  Section  517.061  (11)
thereof.  Unless the securities are  registered,  they may not be re-offered for
sale  or  resold  in  the  State  of  Florida  except  as a  security,  or  in a
transaction, exempt under said Act.

     The  undersigned  has been  advised  that  sales made  pursuant  to Section
517.061 (11) of the Florida  Securities and Investor  Protection Act to five (5)
or more persons  resident,  in the state are voidable by the  subscriber  either
within  three  days  after the  first  tender  of  consideration  is made by the
subscriber  or within  three days after the  availability  of that  privilege is
communicated to the subscriber, whichever occurs later.


     6.   No Waiver.

     Notwithstanding any of the representations,  warranties, acknowledgments or
agreements made herein by the  undersigned,  the undersigned does not thereby or
in any manner waive any rights granted to the undersigned under federal or state
securities laws.


     7.   Revocation.

     The undersigned  agrees that he shall not cancel,  terminate or revoke this
Subscription  Agreement or any agreement of the undersigned made hereunder other
than as set forth under Paragraph 5 above, and that this Subscription  Agreement
shall survive the death or disability of the undersigned.


     8.   Termination of Subscription Agreement.

     The  undersigned  acknowledges  having been advised by the Company that the
Company may elect to  terminate  this  Offering  for any reason.  If the Company
elects to cancel this  Subscription  Agreement,  provided that it returns to the
undersigned,  without  interest  and  without  deduction,  all sums  paid by the
undersigned,  this  Offer  shall be null and void and of no  further  force  and
effect, and no party shall have any rights against any other party hereunder.


     9.   Miscellaneous.

     (A) All notices or other communications given or made hereunder shall be in

       (C) 2000 RDC International Inc.             7

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writing and shall be mailed by  registered  or certified  mail,  return  receipt
requested,  postage  prepaid,  to the undersigned at his address set forth below
and to the Company at RDC International Inc., 1819 Main Street, Sarasota Florida
34236, Attention: Peter Voghel, CEO.



     (B) This Subscription Agreement constitutes the entire agreement among the
parties hereto with respect to the subject matter hereof and may be amended only
by a writing  executed by all parties.  In the event that the  undersigned  is a
corporation,  partnership,  limited liability company, or other legal entity, by
the undersigned's  execution hereof, the undersigned  represents and warrants to
the Company that all  requisite  action on the part of the  undersigned  and its
shareholders,  members or equity holders,  however described,  necessary for the
authorization,  execution,  delivery and  performance of all  obligations of the
undersigned  under this  Subscription  Agreement  have been  taken  prior to the
undersigned's  execution  hereof,  and that this  Subscription  Agreement,  when
executed by the Company and the undersigned and delivered to the Company,  shall
constitute  the  valid  and  legally  binding  obligations  of the  undersigned,
enforceable in accordance with their respective terms,  except as may be limited
by bankruptcy and/or other equitable principles of law.


     (C) The provisions of this Subscription Agreement shall survive the closing
hereunder.


     10.  Certification.



     The  undersigned  certifies  that  he has  read  this  entire  Subscription
Agreement and that every statement on his part made and set forth herein is true
and complete.


     IN  WITNESS  WHEREOF,   the  undersigned  has  executed  this  Subscription
Agreement on the date the undersigned's  signature has been subscribed and sworn
to below.



The Shares are to be issued

in (check box):

                                                        ________________________
                                                       Print Name of Investor(s)

____ individual name

___ Joint tenants with rights of survivorship

_____ tenants in the entirety

_____ corporation
(an officer must sign)

_____ partnership

                                                            --------------------
                                                           Signature of Investor







       (C) 2000 RDC International Inc.                                     8

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                                       Address:
                                                ________________________________
                                                  Number and Street
                                                ________________________________
                                                  City
                                                ________________________________
                                                  State    Zip





Accepted as of the ________ day of ______________, 2000



RDC International Inc., a Florida corporation



By: ______________________________________________

Peter Voghel, CEO



       (C) 2000 RDC International Inc.             9

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                                                                          FORM 2


                      CONFIDENTIAL PURCHASER QUESTIONNAIRE



Dear Subscriber:



The information contained herein is being furnished to the Company in order that
it may determine  whether offers of subscriptions  for the Shares may be made to
me in light of the  requirements  of Regulation D promulgated  under the Act and
certain  exemptions  contained in state  securities  laws. I understand that the
information is needed for you to determine  whether you have reasonable  grounds
to  believe  that I am an  "Accredited  Investor"  as that  term is  defined  in
Regulation  D and  that I have  such  knowledge  and  experience  in  financial,
investment  and business  matters that I am capable of evaluating the merits and
risks of the proposed  investment in the Company. I understand that (a) you will
rely on the information contained herein for purposes of such determination, (b)
the Shares will not be  registered  under the Act and by  Regulation  D, (c) the
Shares will not be registered under the securities laws of any state in reliance
upon similar exemptions,  and (d) this questionnaire is not an offer to purchase
the Shares or any other  securities  in any case  where such offer  would not be
legally permitted.

Information  contained in this  questionnaire  will be kept  confidential by the
Company and its agents,  employees or  representatives.  I understand,  however,
that the  Company  may have the need to present  it to such  parties as it deems
advisable in order to  establish  the  applicability  under any federal or state
securities laws of an exemption from registration.

In accordance with the foregoing, the following  representations and information
are hereby made and furnished:

Please answer all questions. If the answer is "none" or "not applicable," please
so state.

INFORMATION REQUIRED OF EACH PROSPECTIVE INVESTOR:


1.Name:_____________________________                 Age: ____________________
Social Security Number: ______________               No. of Dependents: ________
Marital Status: ______________________               Citizenship: ______________

2.  Residence Address and Telephone Number: ___________________________________
_______________________________________________________________________________
_______________________________________________________________________________




       (C) 2000 RDC International Inc.                                     10

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3.       State in which you:


Are licensed to drive      ____________________________________

Are registered to vote     ____________________________________

File income tax returns ___________________________________



4.   Employer and Position: ___________________________________________
_______________________________________________________________________________

5. Business Address and Telephone Number: ______________________________________
_______________________________________________________________________________

6.  Business or professional education and the degrees received are as follows:


School                     Degree                             Year Received

_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________

7.  (a) Individual income during 1998:       _____  $0-$50,000
             (exclusive of spouse's          _____    $50,000 - $100,000
             income)                         _____ $100,000 - $200,000
                                             _____  over $200,000

    (b) Individual income during 1999:       _____  $0-$50,000
             (exclusive of spouse's          _____  $50,000 - $100,000
             income)                         _____  $100,000 - $200,000
                                             _____  over $200,000

    (c) Estimated income during 2000:        _____  $0-$50,000
             (exclusive of spouse's          _____  $ 50,000 - $100,000
             income)                         _____  $100,000 - $200,000
                                             _____  over $200,000



    (d) joint income, with spouse      1998     $________________________

                                       1999     $________________________



       (C) 2000 RDC International Inc.                                 11

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(e) Estimated joint income, with spouse, for 2000    $_________________________



8.       Estimated net worth
(may include joint net worth with spouse)            $_________________________



9.   Are you involved in any litigation, which, if an adverse decision occurred,
would materially affect your financial condition?  Yes ___ No ___ If yes, please
provide details:

_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________


10.  I  consider  myself  to be an  experienced and sophisticated investor or am
advised by a qualified  investment advisor, all as required under the securities
laws and regulations:

Yes ___  No___


11. I understand  the full nature and risk of an  investment in the Shares and I
can afford the complete  loss of my entire  investment  in the Company.  Yes ___
No___


12. I am able to bear the economic  risk of an  investment  in the Shares for an
indefinite period of time and understand that an investment in the Shares may be
illiquid. Yes ___ No ___


13.  Do you have any  other  investments  or  contingent  liabilities  which you
reasonably  anticipate  could  cause the need for sudden  cash  requirements  in
excess of cash readily

available to you? Yes ___ No ___



If Yes, please explain.
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________


14. Please describe your experience as an investor  (including amounts invested)
in  securities,  particularly  investments in  non-marketable  and tax incentive
securities such as equipment leasing, real estate, research and development,  or
oil and gas.

_______________________________________________________________________________
_______________________________________________________________________________


       (C) 2000 RDC International Inc.             12

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15. Have you  participated  in other private  placements of securities?  Yes ___
No___. If yes, please provide details.

_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________


16. In evaluating the merits and risks of this investment, do you intend to rely
upon the advice of your attorney, accountant, or other advisor? Yes ___ No___


I understand  that the Company will be relying on the accuracy and  completeness
of my responses to the  foregoing  questions  and I represent and warrant to the
Company as follows:


(i) The  answers to the above  questions  are  complete  and  correct and may be
relied  upon by the  Company  whether or not the  offering in which I propose to
participate is exempt from registration under the Act and the securities laws of
certain states;


(ii) I will  notify  the  Company  immediately  of any  material  change  in any
statement made herein occurring prior to the closing of any purchase by me of an
interest in the Company; and


(iii) I have  sufficient  knowledge and experience in financial,  investment and
business matters to evaluate the merits and risks of the prospective investment;
I am able to bear the economic risk of the investment and currently could afford
a complete" loss of such investment.



IN WITNESS WHERE. OF, I have executed this Purchaser Questionnaire this ________
day of ___________________, 2000, and declare under oath that it is truthful and
correct to the best of my knowledge.



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

Signature of Prospective Investor



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

Signature of Prospective Investor



       (C) 2000 RDC International Inc.             13