Exhibit 4.1




               American Construction Company, a Nevada Corporation
               ---------------------------------------------------

                             SUBSCRIPTION DOCUMENTS

The attached Subscription Documents must be completed and delivered as follows:

MAIL TO:
--------

American Construction Company,  4340 East Charlestown Avenue,  Phoenix,  Arizona
85032.

or to your broker


FUNDING INSTRUCTIONS

Subscriptions  must be  funded  (at a price  of  $0.001  per  Share)  by  check,
certified bank draft,  money order or bank wire  transfer.  MAKE BANK DRAFTS AND
MONEY ORDERS PAYABLE TO: American Construction Company

Subscriptions  will only be  accepted  from  persons or  entities  that,  in the
opinion of the  Company,  are  capable of bearing the risks  associated  with an
investment in the Company.



































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                          AMERICAN CONSTRUCTION COMPANY                  Page 1
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                                TABLE OF CONTENTS
                                -----------------


                                                                     Page

SECTION "A"  How to Subscribe                                         3
SECTION "B"  Subscription Agreement                                   4















































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                          AMERICAN CONSTRUCTION COMPANY                  Page 2
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SECTION A - HOW TO SUBSCRIBE
----------------------------

To subscribe for Shares, You must fill out the Subscription  Agreement contained
in this booklet.

Directions for the Subscription Agreement are as follows:

1.   Be sure to provide your correct  name,  address and social  security or tax
     identification  number,  as this  information  will appear on the  official
     records of the Company.

2.   Sign and be sure that you have checked the appropriate type of ownership.

3.   Signature and Supporting Material Requirements - The following requirements
     ----------------------------------------------
     have been established for the various ways in which Shares may be purchased
     and held other than by you as an individual:

     JOINT  TENANTS WITH RIGHT OF  SURVIVORSHIP:  The  signatures  of both joint
     tenants are required.

     COMMUNITY  PROPERTY:  The signatures of both husband and wife are required,
     unless a separate document signed by both parties and designating either as
     agent of the other for  purposes of signing  accompanies  the  subscription
     Agreement.

     TENANTS IN COMMON: The signatures of all parties are required.

     TENANTS BY THE ENTIRETY: The signatures of all parties are required.

     PARTNERSHIP:  The  Subscription  Agreement must be accompanied by a copy of
     the signed partnership agreement.

     TRUST:  The  Subscription  Agreement  must be  accompanied by a copy of the
     trust agreement.

     CORPORATION:  The Subscription Agreement must be accompanied by a certified
     copy of the resolution of the Board of Directors designating the officer(s)
     of the  corporation  authorized to sign on behalf of the corporation and of
     the board's resolution authorizing the investment.

4.   Forward the following:
     (a)  Completed Subscription Agreement;
     (b)  Supporting material if required (see paragraph 3 above);
     (c)  A certified bank draft or money order in the amount of your
          subscription (see below).

Payment Instructions
--------------------

MAKE CERTIFIED BANK DRAFT OR MONEY ORDER PAYABLE TO: American Construction
--------------------------------------------------------------------------
Company
-------

MAIL TO: American  Construction  Company 4340 East Charlestown Avenue,  Phoenix,
Arizona, 85032.

or to your broker











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                          AMERICAN CONSTRUCTION COMPANY                  Page 3
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SECTION B - SUBSCRIPTION AGREEMENT
----------------------------------

By signing this Subscription Agreement, without waiving any of your rights under
applicable federal or state laws, you agree as follows:

1.   You have received and read the Confidential  Private  Placement  Memorandum
dated May 15, 2003  ("Memorandum")  prior to the execution of this  Subscription
Agreement.  You have relied  solely  upon such  documents  and upon  independent
investigations made by you or by your  representatives,  in making your decision
to purchase  Shares,  and no oral or written  representations,  apart from those
contained in the foregoing documents, have been made to or relied upon by you;

2.   You are aware  that no federal or state  agency  has  approved  or made any
finding  or   determination  as  to  the  fairness  of  the  investment  or  any
recommendation or endorsement of the Shares;

3.   You understand that an investment in Shares  involves  certain risk factors
and conflicts of interest, many of which are referred to in the Memorandum;

4.   You have the  requisite  knowledge  and  experience  to assess the relative
business  and tax  matters  and  risks,  or  have  relied  upon  the  advice  of
experienced advisors with regard to tax aspects,  risks and other considerations
involved in this investment;

5.   You and your counsel and/or  advisor(s)  (collectively,  "representatives")
have made, or have had the  opportunity  to make,  such  inspections as you have
deemed   necessary,   whether  to  investigate  any  information  given  by  the
Memorandum, to further your evaluation of the investment, or otherwise;

6.   You and  your  representatives  have had the  opportunity  to  discuss  all
material  aspects of this transaction with management of the Company or with its
authorized  agents,  and any  questions  asked  have been  answered  to the full
satisfaction of you and your representatives;

7.   You  are  investing  in the  Shares  with a  reasonable  expectation  of an
economic profit from such investment apart from tax benefits. You understand the
offer and sale of the Shares have not been  registered  under the Securities Act
of 1933,  as amended (the "Act"),  by reason of specified  exemptions  therefrom
which depend upon,  among other things,  the bona fide nature of your investment
intent as expressed herein;

8.   Your overall commitment to investments,  which are not readily  marketable,
is not disproportionate to your net worth and your investment in the Shares will
not cause such overall commitment to become excessive;

9.   You have  adequate net worth and means of providing  for your current needs
and  contingencies  to sustain a complete loss of your investment in the Company
at the time of investment,  and have no need for liquidity in your investment in
the Shares. You currently can afford a complete loss of your investment;

10.  You are aware that there is no public  market  for the  Shares,  that it is
unlikely that any such market will  develop,  and that it may not be possible to
liquidate  your  investment  readily.  You agree not to  transfer or assign this
Subscription  Agreement,  or any of your interest herein, and further agree that
the transfer or assignment of the Shares acquired  pursuant hereto shall be made
only in accordance with the terms set forth in the Memorandum and all applicable
laws;

11.  You have attained the age of majority (as established in the state in which
you reside), if an individual, and are under no legal disability with respect to
entering into a  contractual  relationship  with the Company and executing  this
Subscription Agreement;

12.  If and  when  this  Subscription  Agreement  is  accepted,  you  will  have
purchased  the number of Shares set forth above your  signature on the signature
page of this  Subscription  Agreement.  The Shares  which you offer to  purchase
hereby shall not be deemed  issued to, or owned by, you until (i) you have fully
paid the initial  subscription  price in cash, and (ii) the Company has accepted
your offer of  purchase.  The Company  shall have until the closing  date of the
Offering  or any  extension  to  accept  or  reject  your  offer,  in  its  sole
discretion;


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                          AMERICAN CONSTRUCTION COMPANY                  Page 4
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13.  By your signature  hereto,  you hereby  specifically  represent and warrant
that you are the sole party in interest  with  respect to the purchase of Shares
hereunder,  and  that  you are  eligible  to  purchase  such  Shares  under  the
suitability standards of your state of residence and, if different, of the state
in which  the  Shares  are to be  purchased.  In the case of sales to  fiduciary
accounts,  the  fiduciary  represents  that  such  conditions  are  met  by  the
fiduciary,  by the  fiduciary  account,  or by the  contributor  who directly or
indirectly supplies the funds for the purchase of Shares. You are aware that the
selling  agent  and/or  the  authorized  dealer  will rely  upon your  foregoing
representations;

14.  You agree to indemnify  and hold harmless the Company,  and its  respective
accountants,  attorneys, officers, directors, affiliates,  employees, agents and
other  representatives from and against all damages,  losses, costs and expenses
(including  reasonable  attorneys'  fees) which they may incur by reason of your
failure  to  fulfill  any  of the  terms  or  conditions  of  this  Subscription
Agreement, or by reason of any breach of the representations and warranties made
by you  herein or in  connection  with the  purchase  of the  Shares,  or in any
document provided by you to the Company.

15.  You agree that within five days after receipt of a written request from the
Company,  you will  provide  such  information  and  execute  and  deliver  such
documents  as  reasonably  may be  necessary to comply with any and all laws and
ordinances to which the Company is subject.


How to Subscribe
----------------

The undersigned is subscribing to a total of $__________________ (______________
Shares at $0.001 per Share) by:

____   $___________ (______________Shares) paid by check, and/or

____   $___________ (______________Shares) paid by certified bank draft, and/or

____   $___________ (______________Shares) paid by certified money order, and/or

____   $___________ (______________Shares) paid by wiring funds.

























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                          AMERICAN CONSTRUCTION COMPANY                  Page 5
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MAKE CERTIFIED BANK DRAFT OR MONEY ORDER PAYABLE TO: American Construction
--------------------------------------------------------------------------
Company
-------

MAIL TO:  American  Construction  Company  Suite 4340 East  Charlestown  Avenue,
Phoenix Arizona.

{For details, see How to Subscribe (these instructions are immediately preceding
this Subscription Agreement form)}

Print name(s) in which Shares are to be registered:

NAME:(1)
        ------------------------------------
Soc. Sec. or Tax I.D. No.:
                          ------------------

NAME:(2)
        ------------------------------------
Soc. Sec. or Tax I.D. No.:
                          ------------------

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

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

The investment is to be held as follows (check one):

(a)  ____  Husband & Wife, as community property

(b)  ____  Joint Tenants

(c)  ____  Tenants in Common

(d)  ____  Individual

(e)  ____  Corporation

(f)  ____  Partnership

(g)  ____  Trust

(h)  ____  Other

NOTE: BY SIGNING THIS SUBSCRIPTION  AGREEMENT AND UPON ACCEPTANCE  THEREOF,  YOU
=====---------------------------------------------------------------------------
ARE ENTERING INTO AN AGREEMENT AND AGREEING TO INVEST MONEY.
------------------------------------------------------------

The undersigned hereby certifies that the undersigned has answered the foregoing
to the best of the undersigned's  knowledge,  that the undersigned's answers are
complete and accurate,  and the  undersigned  declares  under penalty of perjury
that the foregoing is true and correct.

This Subscription  Agreement  constitutes the entire agreement among the parties
hereto with respect to the subject matter hereof

DATED:______________________ 2003, at _______________________________________

(I)X___________________________________ 2)X__________________________________


NOTE: If Shares are to be registered in more than one name, all subscribers must
sign.

Acceptance of Subscription
--------------------------

Accepted by American Construction Company, as of ________________________, 2003

By:
   -----------------------------
     Jeff Mabry - Director




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                          AMERICAN CONSTRUCTION COMPANY                  Page 6