EXHIBIT  10.1


                             SUBSCRIPTION  AGREEMENT

     THIS  SUBSCRIPTION  AGREEMENT  ("Agreement")  is  made  this  [Date] by and
     between  Mark A. DiSalvo (the "Seller"), and [Name of Investor], a [Type of
     Organization]  (the  "Subscriber").

     WHEREAS,  the  Seller  is  desirous  of  potential  investors;  and

     WHEREAS,  the  Subscriber  is desirous of investing in Gump & Company, Inc.
     (the  "Company")  pursuant  to  the  terms  of  that  certain offering (the
     "Offering")  detailed  in  that  certain  Prospectus  dated  ________  and
     constituting  part  of  that certain Registration Statement on Form SB-2 as
     declared  effective  by  the  U.S.  Securities and Exchange Commission (the
     "SEC")  on  __________  (the  "Registration  Statement");

     NOW,  THEREFORE,  in consideration of the promises and agreements set forth
     herein, the parties,  each intending to be legally bound hereby, do promise
     and  agree  as  follows:

     1.   SECURITIES

          A. The  undersigned  Subscriber  hereby  subscribes  for and agrees to
     purchase  shares (the  "Shares") of the Company's  common stock,  par value
     $.01  per  share  (the  "Common  Stock")  more  fully  described  in  the
     Prospectus  which  is  incorporated  herein  by  reference.

          B. The Subscriber  hereby  encloses a check  representing  irrevocable
     payment of $[amount]  (the  "Purchase  Payment") made payable to Securities
     Transfer  Corporation,  Escrow Acct. Subscriber hereby confirms that he has
     reviewed  a  copy  of  the  Prospectus.

     2.   REPRESENTATIONS  AND  WARRANTIES

          A.  In  order  to  induce  the  Seller  to  accept  this  Subscription
     Agreement,  the  Subscriber  represents  and warrants to, and covenants and
     agrees  with,  the  Seller  as  follows.

               1. The  Subscriber  understands  and agrees that unless  properly
     revoked  before  closing  of a sale of the Shares to the  Subscriber,  this
     subscription  will be irrevocable and will survive the Subscriber's  death,
     disability  or  insolvency,   except  that  the  Subscriber  will  have  no
     obligations in the event that this Agreement is rejected in its entirety by
     the  Seller.


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               2.  The   Subscriber   understands   and  agrees  that  (a)  this
     Subscription Agreement and the payment tendered in accordance herewith, may
     be  accepted  or  rejected  in whole  or in part in the  sole and  absolute
     discretion  of the Seller;  the  unaccepted  remainder of the payment to be
     refunded  to the  Subscriber  in the event that the Seller  does not accept
     the  entire  payment and if the Seller  accepts this  Agreement in whole or
     part  and the  Subscriber  tenders  the  payment  to the  Seller,  then the
     Subscriber  will  become  a  shareholder  of  the  Company.

               3. The  Subscriber  has read carefully each of this Agreement and
     the Prospectus  (collectively,  the "Subject Documents") and, to the extent
     believed  necessary,  has discussed  with its counsel the  representations,
     warranties  and  agreements  which the  Subscriber  makes by  signing  this
     Agreement.  The Subscriber  understands that no federal or state agency has
     made any finding or  determination  regarding the fairness of the Offering,
     or  any  recommendation  or  endorsement  of  the  Offering.

               4. The Subscriber is not  subscribing  for the Shares as a result
     of  or  subsequent  to  any   advertisement,   article,   notice  or  other
     communication  published in any  newspaper,  magazine,  or similar media or
     broadcast  over  television  or  radio,  any  seminar  or  meeting,  or any
     solicitation of a subscription  by a person or entity not previously  known
     to  the  Subscriber  in connection with investment in securities generally.

               5. The Subscriber  represents that in making this subscription to
     purchase the Shares no oral representations or warranties have been made to
     Subscriber.  The Subscriber  acknowledges  that it has been advised that no
     person or  entity is  authorized  to give any  information,  or to make any
     statement  regarding  the  Company  or the  Offering,  and  that  any  such
     information or statement must not be relied upon as having been  authorized
     by  the  Company,  their  officers,  affiliates  or  professional advisors.

               6. The  Subscriber  has full power and  authority  to execute and
     deliver  this  Agreement,  and such  Agreement  has been duly  executed and
     delivered by or on behalf of the Subscriber and constitutes a legal,  valid
     and binding obligation of the Subscriber enforceable in accordance with its
     respective terms,  except to the extent such  enforceability may be limited
     by the laws of bankruptcy, insolvency, reorganization,  moratorium or other
     laws  affecting  creditors'  rights  generally or by general  principles of
     equity.

               7.  Neither  the  execution,  delivery  nor  performance  by  the
     Subscriber of this Agreement  violates or conflicts with,  creates (with or
     without the giving of notice or the lapse of time, or both) a default under


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     or a lien or encumbrance upon any of the Subscriber's  assets or properties
     pursuant to or requires the consent, approval or order of any government or
     governmental  agency  or  other  person  or  entity  under  (a)  any  note,
     indenture,  lease,  license  or  other  material  agreement  to  which  the
     Subscriber  is a party or by which it or any of its assets or properties is
     bound or (b) any statute,  law,  rule,  regulation or court decree  binding
     upon or applicable to the  Subscriber or its assets or  properties.  If the
     Subscriber  is not a natural  person,  the  execution  and  delivery by the
     Subscriber  of this  Agreement  have been duly  authorized by all necessary
     corporate or other action on behalf of the Subscriber  and such  investment
     will not constitute a breach or violation of, or default under, the charter
     or  by-laws  or  equivalent  governing  documents  of  the  Subscriber.

               8. The Subscriber has received and read the Subject Documents and
     understands all of the terms of this Offering and the risks associated with
     this investment,  including  without  limitation the risks identified under
     the  heading  "Risk  Factors"  in  the  Prospectus.

               9. The Subscriber,  if an individual, is at least 21 years of age
     and has full legal capacity to enter into and perform his obligations under
     the Agreement.  The Subscriber,  if signing this Subscription  Agreement on
     behalf  of  an  entity,  has  been duly authorized by such entity to do so.

               10. If the  Subscriber is, or is acting on behalf of, an employee
     benefit plan (the "Plan") which is subject to ERISA:  (a) the Plan, and any
     fiduciaries  responsible  for the  Plan's  investments,  are  aware  of and
     understand the Company's  investment  objectives,  policies and strategies,
     and the  decision to invest the Plan's  assets in the Company was made with
     appropriate consideration of relevant investment factors with regard to the
     Plan including the diversification  requirements of Section 404(a)(1)(c)(3)
     of ERISA;  (b) the  fiduciary  or other person  signing  this  Subscription
     Agreement  on behalf of the  Subscriber  has not  received or relied on any
     advice of the Seller or the Company with  respect to an  investment  in the
     Company;  (c)  this subscription and the investment contemplated hereby are
     authorized  and  executed in accordance with all requirements applicable to
     the  Plan  under  its  governing  instruments;  and  (d)  the  Subscriber
     acknowledges  its  understanding  that  the  Seller,  the Company and their
     Manager  will  not be a "fiduciary" (within the meaning of Section 3(21) of
     ERISA) with respect of any assets of the Plan by reason of the Subscriber's
     investment  in  the  Company  .

               11. The foregoing  representations  and  warranties  are true and
     accurate as of the date hereof and will be true and accurate as of the date
     of  delivery  of  this  Agreement  to the  Seller  and  will  survive  such
     delivery. If at any time prior to issuance of the Shares to the Subscriber,
     any  representation  and warranty of the  Subscriber is no longer true, the


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     Subscriber  promptly  will  give  written  notice to the Seller  specifying
     which representations and warranties are not true and the reason therefore,
     whereupon the  Subscriber's  subscription may be rejected or, if previously
     accepted,  such  acceptance  may  be  rescinded.

               12. The Subscriber  acknowledges  that it understands the meaning
     and legal consequences of the representations,  warranties,  acknowledgment
     and agreements contained in this Agreement,  and hereby agrees to indemnify
     and  hold  harmless  the  Seller  and  Company,  their  members,  officers,
     managers,  affiliates, agents and representatives, from and against any and
     all  loss,  damage,  expense,  claim, liability, action, suit or proceeding
     (including  the  reasonable  fees  and  expenses  of  legal  counsel)
     (collectively,  "Loss")  as  incurred  arising  out  of  or  in  any manner
     whatsoever connected with a breach of any representation or warranty of the
     Subscriber,  or  the  Subscriber's  failure  to  perform  any obligation or
     agreement,  contained  in  this  Agreement.

     3.   EXECUTION  IN  COUNTERPARTS

     This Agreement may be executed in two or more  counterparts,  each of which
     shall  constitute  an  original  and all of  which,  taken  together,  will
     constitute  the  same  agreement.

     4.   NOTICE  AND  PAYMENT

          A. Any notice  required to be given under this  Agreement  shall be in
     writing and delivered personally to the other designated party at the above
     stated address or mailed by certified,  registered or Express mail,  return
     receipt  requested  or  by  Federal  Express.

          B. Either  party may change the address to which  notice or payment is
     to be sent by  written  notice to the other  under  any  provision  of this
     paragraph.

     5.   JURISDICTION/DISPUTES

     This  Agreement  shall be governed in accordance with the laws of the State
     of  California.  All  disputes  under  this  Agreement shall be resolved by
     litigation  in  the courts of the State of California including the federal
     courts  therein  and  the  Parties  all consent to the jurisdiction of such
     courts,  agree  to  accept service of process by mail, and hereby waive any
     jurisdictional  or  venue  defenses  otherwise  available  to  it.


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     6.   AGREEMENT  BINDING  ON  SUCCESSORS

     The  provisions of the  Agreement  shall be binding upon and shall inure to
     the benefit of the parties hereto, their heirs, administrators,  successors
     and  assigns.

     7.   ASSIGNABILITY

     Neither  party may assign  this  Agreement  or the  rights and  obligations
     thereunder to any third party without the prior express written approval of
     the  other  party  which  shall  not  be  unreasonably  withheld.

     8.   WAIVER

     No  waiver by either  party of any  default  shall be deemed as a waiver of
     prior  or  subsequent  default  of the  same of  other  provisions  of this
     Agreement.

     9.   SEVERABILITY

     If any term, clause or provision hereof is held invalid or unenforceable by
     a court of competent  jurisdiction,  such  invalidity  shall not affect the
     validity or  operation  of any other  term,  clause or  provision  and such
     invalid  term,  clause or provision  shall be deemed to be severed from the
     Agreement.

     10.  INTEGRATION

     This Agreement  constitutes the entire  understanding  of the parties,  and
     revokes  and  supersedes  all prior  agreements  between the parties and is
     intended as a final expression of their Agreement. It shall not be modified
     or amended except in writing signed by the parties hereto and  specifically
     referring to this Agreement.  This Agreement shall take precedence over any
     other  documents  which  may  conflict  with  this  Agreement.

     IN WITNESS  WHEREOF,  the parties  hereto,  intending  to be legally  bound
     hereby,  have each caused to be affixed hereto its or his/her hand and seal
     the  day  indicated.

     [Name  of  Subscriber]                   Mark  A.  DiSalvo  (Seller)

     By:  _______________________________     __________________________________


     Title: _____________________________
     Date:  _____________________________    Date: _____________________________


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                     ALL  SUBSCRIBERS  MUST  COMPLETE  THIS  PAGE

     IN WITNESS WHEREOF, the Subscriber has executed this Subscription Agreement
     on  this  _____  day  of  _______________,  2001.

     _______  Shares  for  a  purchase price of $____________ or $.10 per Share.

     Manner  in  which  title  is  to  be  held  (Please  Check  One):

     1.  _____  Individual  Plan
     2.  _____  Joint  Tenants  with  Right  of  Survivorship
     3.  _____  Community  Property  Under  the  Uniform  Gift  to  Minors  Act
     4.  _____  Tenants  in  Common
     5.  _____  Corporation/Partnership
     6.  _____  IRA
     7.  _____  Trust/Estate/Pension  or  Profit  Sharing Date Opened:  ________
     8.  _____  As  a  Custodian  for  _____________
     9.  _____  Married  with  Separate  Property
     10. _____  Keogh

                EXECUTION BY SUBSCRIBER WHO IS A NATURAL PERSON

                    Exact Name in Which Title is to be Held


     (Signature)

     (If Joint Tenant or Tenants in Common, both persons must sign and this page
     must  contain  all  information  for  both  persons).

     ___________________________________________________________________________
     Name  (Please  Print)

     ___________________________________________________________________________
     Residence:  Number  and  Street

     ___________________________________________________________________________
         City                               State                      Zip  Code

     ___________________________________________________________________________
     Telephone  Number

     ___________________________________________________________________________
     Social  Security  Number


     ACCEPTED  this  ____  day  of _____________, 2001, on behalf of the Company

     By:  __________________________________


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                   EXECUTION  BY  SUBSCRIBER  WHICH  IS  AN  ENTITY

     (Corporation,  Partnership,  Limited  Liability  Company,  Trust,  Etc.)

     ___________________________________________________________________________
     Name  of  Entity  (Please  Print)

     ___________________________________________________________________________
     Type of Entity (Partnership, Corporation, Limited  Liability Company, Trust
     Estate,  Other)

     ___________________________________________________________________________
     Address  of  Principal  Office  of  Entity

     The  Subscriber  represents  and  warrants  that  (i)  he  or  she  is  the
     ______________  (Insert Title) of the above entity, (ii) he or she has full
     power and authority to execute this Subscription Agreement on behalf of the
     above entity and (iii) investment in the Company by the above entity is not
     prohibited  by  the  governing  documents  of  the  entity.

     SUBSCRIBER

     By:  ____________________________________

     Name:  __________________________________

     Title:  _________________________________

     Attest:  ________________________________

     (If  Entity  is  a  Corporation)

     ___________________________________________________________________________
     Address

     ___________________________________________________________________________
     Telephone  Number

     ___________________________________________________________________________
     Taxpayer  Identification  Number

     ACCEPTED  this  ____  day  of  ___________,  2001
     By:  __________________________________


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