EXHIBIT 4.45


                                ADATOM.COM, INC.

                             SUBSCRIPTION TO SHARES
                             ----------------------

       The undersigned  hereby  subscribes to 74,627 shares of the common stock,

par value $0.01,  (the "Shares"),  of ADATOM.COM,  INC., a Delaware  corporation

(the  "Corporation"),  and agrees to pay therefor the sum of $50,000.00  Dollars

($0.67) per share, payable in cash.

       The undersigned hereby warrants and represents  to  and agrees  with  the
Corporation that:

                         1. The undersigned  is  aware  that the Shares have not
                been registered under either federal or state securities laws in
                reliance on certain exemptions contained therein.

                         2. The  undersigned  is purchasing  the  Shares  as  an
                investment and not with a view to distribution or resale thereof

                         3. The  undersigned is aware of the kind of information
                that would be available in a registration  statement filed under
                the provisions of the Securities Act of 1933.

                         4. The  undersigned  has had access to the same kind of
                information  about the  Corporation  that would be  available in
                such a  registration  statement  and to  additional  information
                necessary to verify the accuracy of such information.

                         5. The undersigned has such knowledge and experience in
                financial and business  matters that the  undersigned is able to
                evaluate the merits and risks of this investment and to bear the
                economic risks of this investment.

                         6. The  undersigned  shall  indemnify and save harmless
                the   Corporation,   its   officers,    directors,    promoters,
                incorporator, employees and agents from any and all liabilities,
                claims,  demands,  suits or other proceedings arising out of any
                breach  or  alleged  breach  of  the  foregoing  warranties  and
                representations.


       The certificate  evidencing the Shares shall bear the following legend in
       conspicuous  type:

       THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
       THE SECURITIES ACT OF 1933, AS AMENDED,  OR REGISTERED OR QUALIFIED UNDER
       ANY  STATE  SECURITIES  LAWS.  THE  SHARES  MAY NOT BE SOLD OR  OTHERWISE
       TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION  WITHOUT
       AN  OPINION  OF  COUNSEL   SATISFACTORY  TO  THE  CORPORATION  THAT  SUCH
       REGISTRATION OR QUALIFICATION IS NOT REQUIRED.




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         The  Corporation  will mail to the  shareholder  a copy of the  express
terms of the shares  represented by this certificate,  and of the other class or
classes and series of shares,  if any,  which the  Corporation  is authorized to
issue,  without  charge,  within  five days after  receipt of a written  request
therefor.

         IN WITNESS WHEREOF, the undersigned has hereunto subscribed his name as

of this 16th day of September 2000.

                                           FRANK MADKINS
                                           --------------------------
                                           Printed Name of Subscriber


                                           --------------------------
                                           Signature of Subscriber


                                           Address:

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

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

                                           Social Security NO:
                                                              ----------------





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<PAGE>


         Subscriber has executed this Agreement as of the date written below.

SUBSCRIBER MUST COMPLETE THE FOLLOWING (PLEASE PRINT):

II.      PART I - GENERAL INFORMATION

Name of Subscriber (Print):
                           -----------------------------------------------------

Number of Shares subscribed for:    74,627 voting Shares

Total Subscription Price ($0.67 x Number of Shares Subscribed for)  $50,000.00

         Minimum Purchase:          Shares ($        ) (subject to Company's
                            -------          --------
                                             right to accept lesser amount)

Form of Subscriber (check one):  Individual ___  Corporation ___  Trust___

Other (specify):
                 ---------------------------------------------------------------

If an Entity, Names of Individual Equity Owners:
                                                 ----

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

Address of Residence
(or entity's principal office)
                              --------------------------------------------------
                                       Street or P.O. Box Number

--------------------------------------------------------------------------------
         City                           State                          Zip

Telephone number:  (       )
                    ------- -------------------------

Mailing address (if different):
                               -------------------------------------------------
                                          Street or P.O. Box Number

--------------------------------------------------------------------------------
                  City                  State                          Zip

 Attention:
            --------------------------------------------------------------------

Social Security Number or
Tax Identification Number
                           -----------------------------------------------------




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<PAGE>


PART II - ACCREDITED INVESTOR REPRESENTATION

         Subscriber is an accredited  investor under Rule 501(a) of Regulation D
promulgated  under the  Securities  Act of 1933 (the  "Securities  Act") for the
following  reasons.  (Please  initial each of the  statements  below,  which are
applicable to Subscriber named above):

       _________  Subscriber is a natural person whose  individual net worth, or
joint  net worth  with that  person's  spouse at the time of  his/her  purchase,
exceeds $1,000,000.

       _________  Subscriber 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 who
reasonably expects the same or greater income level in the current year.

       _________  Subscriber is a bank, savings and loan association, registered
broker-dealer,   insurance  company,   investment   company,   private  business
development company, or licensed small business investment company.

       _________  Subscriber  is  an  employee  benefit  plan  established   and
maintained by a state, its political subdivision, or their agencies if such plan
has total assets in excess of $5,000,000.

       _________  Subscriber is  a  self-directed  employee  benefit or  pension
plan,  with  investment  decisions  made  solely by persons  who are  accredited
investors.

       _________  Subscriber  is  a  trust,  with  total  assets  in  excess  of
$5,000,000,  not formed for the purpose of  acquiring  the  Shares,  whose total
purchase is directed by a financially sophisticated person.

       _________  Subscriber is a director or executive officer of the Company.

       _________  Subscriber is a charitable or other organization  described in
501(c)(3) of the Internal  Revenue Code,  or any  corporation,  partnership,  or
business trust,  not formed for the purpose of acquiring the Shares,  with total
assets in excess of $5,000,000.

       _________  Subscriber  is an entity in which all of the equity owners are
accredited investors.



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PART III - SIGNATURE

         To the best of my knowledge and belief, the above information  supplied
by me is true and  correct  in all  respects,  and I am aware  and  intend  that
Adatom.Com,  Inc., may rely upon such  information to determine the subscriber's
suitability as an investor in the Shares.



Date: September 16, 2000            __________________________________________
                                    Signature of Subscriber (indicate title, if
                                    applicable)


Date:__________________ , 2000      __________________________________________
                                    Signature of Subscriber (indicate title, if
                                    applicable)





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<PAGE>


                                   ACCEPTANCE

         The Company  hereby  accepts the  foregoing  Subscription  as to 74,627
Shares as of the date set forth immediately below.

                                           ADATOM.COM, INC.


Date: September 16, 2000                   By: /s/ RICHARD S. BARTON
                                           ------------------------------------
                                                 Richard S. Barton
                                           Its: President & C.E.O.







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