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                                                                     EXHIBIT 4.2

                         FORM OF SUBSCRIPTION AGREEMENT

TO:               ENVIROCLEAN INTERNATIONAL, INC.
                  12750 MERIT DRIVE, PARK CENTRAL VII, SUITE 770
                  DALLAS, TEXAS  75251
Gentlemen:

          We have been informed by you that EnviroClean International, Inc., a
Texas corporation (the "Company") is offering to sell certain Common Stock Units
in the Company at a price per unit as described in and offered pursuant to the
Confidential Private Placement Memorandum dated August 21, 2000 as amended April
1, 2001 (the "Memorandum"). Terms not otherwise defined herein shall have the
meaning attributed to them in the Memorandum.

          1. SUBSCRIPTION. Subject to the terms and conditions hereof, the
undersigned hereby tenders this subscription, together with (a) the payment
(by check in lawful funds of the United States payable to the order of
ENVIROCLEAN INTERNATIONAL, INC. - ESCROW ACCOUNT, or by wire transfer into
the account of the Company) of the amount (the "Funds") set forth on the
signature page of this Agreement for the number of Common Stock as set forth
on the signature page of this Agreement; and (b) the Offeree Questionnaire
(the "Subscription Documents"), all in the forms submitted to the undersigned
simultaneously with the delivery of the Memorandum. Tender of the
aforementioned Funds, the Subscription Documents and this agreement shall be
by delivery of same to the Company.

          2. ACCEPTANCE OF SUBSCRIPTION; ADOPTION AND APPOINTMENT. It is
understood and agreed that this Agreement is made subject to the following
terms and conditions.

          (a) The Company will have the right to accept or reject this
          subscription, in whole or in part, for any reason whatsoever. If this
          subscription is rejected, the Company will cause the undersigned's
          Funds to be refunded, without interest and this Agreement shall be
          null, void and of no effect.

          (b) The undersigned hereby intends that the undersigned's signature
          hereon shall constitute an irrevocable subscription to the Company
          for the number of Common Stock specified on the signature page of this
          Agreement. Upon satisfaction of the conditions referred to herein, a
          copy of the signature page of this Agreement, duly executed by the
          Company, will be delivered to the undersigned.

          3. REPRESENTATIONS AND WARRANTIES OF THE UNDERSIGNED. The
undersigned hereby represents and warrants to the Company as follows:

          (a) The undersigned has (i) adequate means of providing for the
          undersigned's current financial needs and possible personal
          contingencies, and such subscriber has no need for liquidity of the
          undersigned's investment in the Company, (ii) satisfied the net worth
          and/or other suitability standards for an investor as described or
          referenced under the caption

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          "Suitability Standards" in the Memorandum, and (ii) has such
          knowledge and experience in financial matters that the undersigned
          is capable of evaluating the relative risks and merits of this
          investment.

          (b) The undersigned is a BONA FIDE resident of the state set forth
          in the undersigned's Subscription Documents, and the undersigned's
          address indicated therein is a true and correct residence, and the
          undersigned has no present intention of becoming a resident of any
          other state or jurisdiction.

          (c) The undersigned has received, read and is thoroughly familiar
          with this Agreement, the Subscription Documents and the Memorandum
          (particularly the information set forth under the caption "Risk
          Factors" in the Memorandum).

          (d) The undersigned is aware of the high degree of risk involved in
          making an investment in the Company; it being understood, however,
          that this representation does not constitute a waiver of any rights
          that the undersigned has under the Securities Act of 1933 (the
          "Securities Act"), any applicable state securities act or the rules
          and regulations promulgated thereunder.

          (e) The undersigned has had an opportunity to ask questions of and
          received answers from the Company, or a person or persons authorized
          on its behalf, concerning the terms and conditions of this investment.
          The undersigned confirms that all documents, records and books
          pertaining to the investment in the Company and requested by the
          undersigned have been made available or delivered to the undersigned
          prior the purchase.

          (f) The undersigned understands that the Common Stock has not been
          registered under the Securities Act or any state securities acts and
          are instead being offered and sold in reliance on an exemption for
          private offerings, and the undersigned further understands that the
          undersigned is purchasing the Common Stock in the Company only in
          reliance upon the information set forth in the Memorandum and any
          additional written information provided by the Company upon the
          undersigned's request.

          (g) The Common Stock Units for which the undersigned hereby subscribes
          are being acquired solely for the undersigned's own account, for
          investment, and are not being purchased with a view to, or for resale
          in connection with, any distribution, subdivision or fractionalization
          thereof; the undersigned has no present plans to enter into any
          contract, undertaking, agreement or arrangement with respect to any
          such resale. In order to induce the Company to issue and sell the
          Common Stock subscribed for hereby to the undersigned, it is agreed
          that the Company will have no obligation to recognize the ownership,
          beneficial or otherwise, of such Common Stock by anyone but the
          undersigned.

          (h) The undersigned has received, completed and returned to the
          company the Subscription Documents, and the undersigned hereby affirms
          the correctness of the statements and representations contained in the
          Subscription Documents.

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          (i) The undersigned acknowledges, consents to, and is aware of all the
          risks related to the investment described in the Memorandum,
          including, but not limited to, the following:

                  (1) That the Company has a limited operating history and the
                  Common Stock Units are a speculative investment which involves
                  substantial risk or loss of the undersigned's entire
                  investment in the Company.

                  (2) That there are substantial restrictions on the
                  transferability of the Common Stock, and accordingly, the
                  undersigned may have to hold the Common Stock indefinitely,
                  and it may not be possible for the undersigned to liquidate
                  the investment in the Company.

                  (3) That no federal or state agency has made any finding or
                  determination as to the fairness of the offering of the Common
                  Stock for investment or any recommendation or endorsement of
                  the Common Stock.

                  (4) That the Company has never represented, guaranteed or
                  warranted to the undersigned, its agents or employees or any
                  other person, expressly or by implication, any of the
                  following:

                           (i) The approximate or exact length of time that the
                  undersigned will be required to remain as owner of the Common
                  Stock;

                           (ii) The percentage of profit and/or amount of or
                  type of return on investment, consideration, profit or loss
                  to be realized, if any, as a result of this investment;

                           (iii) That the prior performance on the part of
                  the Company will in any way indicate the possible result of
                  the Company; or

                           (iv) That subscriptions will be accepted in the
                  order in which they are received,

                  (5) That the Company shall incur certain costs, expenses
                  and undertake other actions in reliance upon the
                  irrevocability of the subscription for Common Stock made
                  hereunder.

          (j) The undersigned, if an individual, is at least 21 years of age and
          is not a foreign citizen, but is a BONA FIDE resident and domiciliary
          of the state set forth in the Subscription Documents.

          (k) The undersigned, is not (i) a "tax exempt entity" within the
          meaning of Section 168(j)(4)(A) of the Internal Revenue Code of 1986
          (the "Code"), Retirement Account, simplified employee plan, endowment
          fund, foundation or other entity generally exempt from federal income
          taxation (such as charitable, religious, scientific and educational
          organizations);

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          (ii) a trust created and administered pursuant to Keogh (H.R.10)
          Plans, a qualified pension or profit sharing and stock bonus plan
          which qualifies under Code Section 401(2).

          (l) The undersigned has not been furnished any offering
          literature other than the Memorandum, the documents attached as
          Exhibits thereto and other materials which the Company may have
          provided at the request of the undersigned, and the undersigned has
          relied only on the information contained in the Memorandum and such
          Exhibits and the information furnished or made available to the
          undersigned by the Company as described herein.

          (m) The undersigned has not distributed the Memorandum to anyone
          other than his legal, tax, accounting, or other advisors for their use
          solely in that capacity for the undersigned, and no one other than the
          undersigned or his legal, tax, accounting, or other advisors, if any,
          has used the Memorandum for any other purpose whatsoever.

          THE UNDERSIGNED RECOGNIZES THAT THE SALE OF THE COMMON STOCK TO THE
          UNDERSIGNED WILL BE BASED UPON THE FOREGOING REPRESENTATIONS AND
          WARRANTIES AND THAT THEY ARE TRUE AND ACCURATE AS OF THE DATE OF
          DELIVERY OF THE FUNDS TO THE COMPANY AND SHALL SURVIVE SUCH DELIVERY.
          IF IN ANY RESPECT SUCH REPRESENTATIONS AND WARRANTIES SHALL NOT BE
          TRUE AND ACCURATE PRIOR TO DELIVERY OF THE FUNDS PURSUANT TO PARAGRAPH
          I HEREOF, 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.

          4. INDEMNIFICATION. The undersigned acknowledges that the
undersigned understands the meaning and legal consequences of the
representations and warranties contained in Paragraph 3 hereof, and the
undersigned hereby indemnifies and holds harmless the Company and each
officer, director, employee and agent thereof from and against any and all
loss, damage or liability due to or arising out of the breach of any
representation or warranty of the undersigned contained in this Agreement.

          5. NO WAIVER. Notwithstanding any of the representations,
warranties, acknowledgments or agreements made herein by the undersigned, the
undersigned does not hereby, or in any other manner, waive any rights granted
to the undersigned under federal or state securities laws.

          6. TRANSFERABILITY. The undersigned understands and agrees that the
following restrictions and limitations are applicable to the undersigned's
purchase and any resale or other transfer the undersigned may make of the
Common Stock:

          (a) The assignment and transferability of the Common Stock acquired
          pursuant hereto shall be made only in accordance with applicable
          provisions of federal and state securities laws.

<PAGE>

         (b) A legend in substantially the following form may be placed on any
         certificate or other document evidencing the Stock:

                  THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE BEEN
                  ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE
                  UNITED STATES SECURITIES ACT OF 1933, AS AMENDED. THE STOCK
                  MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE
                  REGISTRATION STATEMENT FOR THE SHARES UNDER THE SECURITIES ACT
                  OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL TO THE COMPANY
                  THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.

         7. REVOCATION. The undersigned acknowledges and agrees that the
subscription for Common Stock made by the execution and delivery of this
Agreement by the undersigned, is irrevocable and that such subscription shall
survive the death or disability of the undersigned, except as provided
pursuant to the "Blue Sky" laws of certain states, if applicable.

         8. MISCELLANEOUS. (a) All notices or other communications given or
made hereunder shall be in writing and shall be delivered or mailed by
registered or certified mail, return receipt requested, postage prepaid, to
the undersigned at the address set forth below and to the Company at
EnviroClean International, Inc., Attn.: Matthew H. Fleeger, President, 12750
Merit Drive, Park Central VII, Suite 770, Dallas, Texas 75251.

          (b) Notwithstanding the place where this Agreement may be executed
          by any of the parties hereto, the parties expressly agree that all of
          the terms and provisions hereof shall be construed in accordance with
          and governed by the laws of the State of Texas applicable to
          agreements made and to be wholly performed therein.

          (c) This Agreement constitutes the entire agreement between the
          parties hereto with respect to the subject matter hereof and may be
          amended only by an instrument in writing executed by all parties.

          (d) This Agreement shall be binding upon the heirs, estate, legal
          representatives, successors and assigns of the parties hereto.

          (e) Capitalized terms used, but not otherwise defined in this
          Agreement, shall have the respective meanings attributed to such terms
          in the Memorandum. All terms used herein shall be deemed to include
          the masculine and the feminine and the singular and the plural as the
          context requires. Captions herein are for convenient reference only
          and shall not alter or affect the meaning of the construction of the
          paragraphs hereof to which they relate.


<PAGE>




          IN WITNESS WHEREOF, the undersigned has executed this Subscription
Agreement on the date indicated hereinafter on the following Subscription
Agreement Signature Page.

                  NUMBER OF COMMON STOCK UNITS SUBSCRIBED FOR:

                                 Units or ____________________ shares

CASH PAID IN FULL AS FOLLOWS:

______ Unit(s) ________ shares  at ____________________________________Dollars

          A check in the amount of $ __________________________________________
in lawful funds of the United States, the amount of the purchase price of the
number of Common Stock subscribed for, is enclosed herewith and made payable to
ENVIROCLEAN INTERNATIONAL, INC. or a wire transfer in such amount has been made
to the Company's escrow account.

















                (REMAINDER OF THIS PAGE LEFT BLANK INTENTIONALLY)


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                    SUBSCRIPTION AGREEMENT SIGNATURE PAGE FOR
                          INDIVIDUALS AND JOINT TENANTS

         EXECUTED THIS ____ DAY OF ___________, 2001 AT _______________________.

                                  NOTARIZATION

STATE OF _________________  Section

COUNTY OF ________________  Section

         THE FOREGOING INSTRUMENT WAS SUBSCRIBED AND SWORN TO BEFORE ME THIS
_____ DAY OF _______________, 2001, BY THE UNDERSIGNED. WITNESS MY HAND AND
OFFICIAL SEAL.

SUBSCRIBER'S ADDRESS:

------------------------------------       -----------------------------------
                                           SIGNATURE OF FIRST SUBSCRIBER

------------------------------------       -----------------------------------
                                           PRINTED NAME OF FIRST SUBSCRIBER

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

------------------------------------       -----------------------------------
                                           NOTARY PUBLIC

{SEAL}                                     TERM EXPIRES:______________________

SUBSCRIBER'S ADDRESS:                      ___________________________________
                                           SIGNATURE OF SECOND SUBSCRIBER

------------------------------------
                                            ----------------------------------
____________________________________        PRINTED NAME OF SECOND SUBSCRIBER

------------------------------------        ----------------------------------
                                            NOTARY PUBLIC
                                            TERM EXPIRES: ____________________

APPROVED AND ACCEPTED:

ENVIROCLEAN INTERNATIONAL, INC.
A TEXAS CORPORATION

BY:   __________________________
        MATTHEW H. FLEEGER, PRESIDENT


<PAGE>



                    SUBSCRIPTION AGREEMENT SIGNATURE PAGE FOR
                               CORPORATE INVESTORS

EXECUTED THIS ____ DAY OF __________, 2001  AT ________________________________

                                               ________________________________
                                               (NAME OF CORPORATION)

SUBSCRIBER'S ADDRESS:                          ________________________________
                                               (DATE CORPORATION WAS FORMED)

__________________________________
                                               BY:_____________________________
__________________________________             (SIGNATURE OF AUTHORIZED AGENT)

__________________________________             TITLE:  ________________________

                                               TAXPAYER I.D. NUMBER ___________

                                  NOTARIZATION

STATE OF  _______________    Section

COUNTY OF _______________    Section

         THE FOREGOING INSTRUMENT WAS SUBSCRIBED AND SWORN TO BEFORE ME THIS
____ DAY OF ________________, 2001 , BY THE UNDERSIGNED. WITNESS MY HAND AND
OFFICIAL SEAL.

                                         _____________________________________
                                         NOTARY PUBLIC
{SEAL}

                                         TERM EXPIRES:  ______________________

APPROVED AND ACCEPTED.

ENVIROCLEAN INTERNATIONAL, INC.
A TEXAS CORPORATION

BY: ____________________________
       MATTHEW H. FLEEGER, PRESIDENT


<PAGE>



                    SUBSCRIPTION AGREEMENT SIGNATURE PAGE FOR
                              PARTNERSHIP INVESTORS

 EXECUTED THIS _____ DAY OF ____________, 2001 AT _____________________________

                                         ______________________________________
                                         (NAME OF PARTNERSHIP)

SUBSCRIBER'S ADDRESS:                    ______________________________________
                                         (DATE PARTNERSHIP WAS FORMED)

_______________________________________

                                         BY: __________________________________

_______________________________________   (SIGNATURE OF GENERAL PARTNER)

_______________________________________  BY: __________________________________
                                          (SIGNATURE OF ADDITIONAL GENERAL
                                          PARTNER IF REQUIRED BY PARTNERSHIP
                                          AGREEMENT)

                                          TAXPAYER I.D. NUMBER ________________

                                  NOTARIZATION

STATE OF _________________   Section

COUNTY OF ________________   Section

         THE FOREGOING INSTRUMENT WAS SUBSCRIBED AND SWORN TO BEFORE ME THIS
_____ DAY OF ____________, 2001, BY THE UNDERSIGNED. WITNESS MY HAND AND
OFFICIAL SEAL.

                                         ______________________________________
                                         NOTARY PUBLIC

                                         TERM EXPIRES:_________________________

APPROVED AND ACCEPTED.

ENVIROCLEAN INTERNATIONAL, INC.,

A TEXAS CORPORATION

BY: _____________________________
     MATTHEW H. FLEEGER, PRESIDENT


<PAGE>



                    SUBSCRIPTION AGREEMENT SIGNATURE PAGE FOR
                                 TRUST INVESTORS

 EXECUTED THIS ____ DAY OF __________, 2001 AT ________________________________

                                              __________________________________
                                              (NAME OF TRUST)

SUBSCRIBER'S ADDRESS:                         NAME OF TRUSTEE:__________________

________________________________              __________________________________
                                              (DATE TRUST WAS FORMED)

________________________________

________________________________   By: ___________________________________
                                   (SIGNATURE OF ADDITIONAL TRUSTEE
                                   IF REQUIRED BY TRUST AGREEMENT)

                                   TAXPAYER I.D. NUMBER ___________________

                                  NOTARIZATION

STATE OF _________________   Section

COUNTY OF ________________   Section

         THE FOREGOING INSTRUMENT WAS SUBSCRIBED AND SWORN TO BEFORE ME THIS
_____ DAY OF ____________, 2001, BY THE UNDERSIGNED. WITNESS MY HAND AND
OFFICIAL SEAL.

                                    ___________________________________________
                                    NOTARY PUBLIC

                                    TERM  EXPIRES:____________________________-

APPROVED AND ACCEPTED.

ENVIROCLEAN INTERNATIONAL, INC..
A TEXAS CORPORATION

BY: _____________________________
     MATTHEW H. FLEEGER, PRESIDENT