ONLINE PROCESSING, INC.

                             SUBSCRIPTION AGREEMENT

                             ________________, 2001
Online Processing, Inc.
2027 Enchanted Lane
Lancaster, Texas 75146

Ladies and Gentlemen:

    1. PURCHASE OF COMMON STOCK.  Intending to be legally bound , I hereby agree
to purchase  ________ shares of voting, no par value common stock (the "Shares")
of Online Processing,  Inc. (the  "Corporation") for ______________ U.S. Dollars
(number of Shares to be purchased  multiplied by $0.25).  This offer to purchase
is  submitted  in  accordance  with and  subject  to the  terms  and  conditions
described in this Subscription  Agreement (the "Agreement").  I acknowledge that
the  Corporation  reserves the right,  in its sole and absolute  discretion,  to
accept or reject  this  subscription  and the  subscription  will not be binding
until accepted by the Corporation in writing.

    2.  PAYMENT.  I agree to deliver to the  Corporation  immediately  available
funds in the full  amount due under  this  Agreement,  by cash or by  certified,
personal or cashier's  check payable to the "Online 2001 Public  Offering Escrow
Account."  The  Corporation  shall  promptly  deposit  the funds into the Escrow
Account.

    3. ISSUANCE OF SHARES.  The Shares subscribed for herein will only be issued
upon acceptance by the Corporation as evidenced by the Corporation  returning to
the  investor  an  executed   Agreement   acknowledging   acceptance   and  upon
satisfaction of the terms and conditions of the Escrow Agreement.

    4. REPRESENTATION AND WARRANTIES.
         A. I understand  that the offering and sale of the Shares is registered
under (i) the Securities  Act of 1933, as amended (the  "Securities  Act"),  and
(ii)  various   States'   Divisions  of  Securities  in  compliance  with  their
administration  and  enforcement  of the  respective  States'  Blue Sky Laws and
Regulations. In accordance therewith and in furtherance thereof, I represent and
warrant to and agree with the Corporation as follows:

         [1] I am a resident of the State of  ________________ as of the date of
this  Agreement  and I have no present  intention  of becoming a resident of any
other state or jurisdiction;

         [2] I have  received  and have  reviewed the  Corporation's  Prospectus
dated ____________, 2001;

         [3] I have had a reasonable opportunity to ask questions of and receive
answers from a person or persons acting on behalf of the Corporation  concerning



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this  investment,  including the terms and conditions of this offering,  and all
such questions have been answered to my full satisfaction;

    5.  IRREVOCABILITY;  BINDING EFFECT. I hereby acknowledge and agree that the
purchase hereunder is irrevocable,  that I am not entitled to cancel,  terminate
or revoke this Agreement or any agreements of the undersigned hereunder and that
this  Agreement and such other  agreements  shall survive my death or disability
and shall be  binding  upon and inure to the  benefit of the  parties  and their
heirs, executor, administrators,  successors, legal representatives and assigns.
If the  undersigned is more than one person,  the obligations of the undersigned
hereunder  shall be joint  and  several,  and the  agreements,  representations,
warranties and  acknowledgments  herein  contained shall be deemed to be made by
and are binding upon each such person and his heirs, executors,  administrators,
successors, legal representatives and assigns.

    6. MODIFICATION. Neither this Agreement not any  provisions hereof  shall be
waived,  modified,  discharged or terminated  except by an instrument in writing
signed by the party  against  whom any such waiver,  modification,  discharge or
termination is sought.

    7. NOTICES. Any notice, demand or other communication which any party hereto
may  require,  or may  elect to give to  anyone  interested  hereunder  shall be
sufficiently  given if [a] deposited,  postage prepaid,  in a United States mail
box, stamped registered or certified mail, return receipt requested addressed to
such  address as may be listed on the books of the  Corporation,  [b]  delivered
personally  at such  address,  or [c]  delivered  (in person,  or by a facsimile
transmission, telex or similar telecommunications equipment) against receipt.

    8. COUNTERPARTS.  This Agreement may be executed through the use of separate
signature pages or in any number of counterparts,  and each of such counterparts
shall,  for all  purposes,  constitute  one  agreement  binding on all  parties,
notwithstanding that all parties are not signatories to the same counterpart.

    9.  ENTIRE AGREEMENT.  This Agreement  contains the entire  agreement of the
parties  with  respect  to  the  subject  matter   hereof,   and  there  are  no
representations,  covenants or other agreements  except as stated or referred to
herein.

    10.  SEVERABILITY.   Each  provision  of  the  Agreement  is  intended to be
severable  from every other  provision,  and the invalidity or illegality of any
portion  hereof  shall not affect the  validity  or  legality  of the  remainder
hereof.

    11.  ASSIGNABILITY.  This Agreement is not transferable or assignable by the
undersigned except as may be provided herein.

    12.  APPLICABLE LAW.   This Agreement shall be governed by and  construed in
accordance  with the laws of the State of Texas as applied to  residents of that
state executing contracts wholly to be performed in that state.



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INDIVIDUAL(S) SUBSCRIBER

IN  WITNESS  WHEREOF,  I have  executed  this  Agreement  as of the       day of
                                                                    -----
                   , 2001.
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                                                  Address:

-----------------------------------               ------------------------------
Signature of Purchaser
                                                  ------------------------------
-----------------------------------
Name(s) of Purchaser  (Please print or type)


ENTITY SUBSCRIBER

IN WITNESS  WHEREOF,  I have  executed  this  Agreement  as of the        day of
                                                                   -----
                   , 2001.
-------------------

                                                  Address:

---------------------------------                 ------------------------------
Entity
                                                  ------------------------------
---------------------------------
Signed by:
           ----------------------

Its:
     ----------------------------

---------------------------------
Date


PURCHASE ACCEPTED FOR       SHARES:
                      -----

ONLINE PROCESSING, INC.

By:
    -----------------------------
       Jeanne Zachary, President

Date:
      ---------------------------