10.1 (1) Form of Subscription Agreement


                             SUBSCRIPTION AGREEMENT
                             ----------------------

                              AUTOCARBON.COM, INC.

         General.  Pursuant  to the terms of the offer  made by  Autocarbon.com,
Inc. (the "Company"),  a Delaware  Corporation,  the undersigned  hereby tenders
this subscription and applies for the purchase of the number of Units, of common
stock and warrants,  set forth on the signature page of this  Agreement,  of the
Company's  common  stock,  having  par value of $.0001  per share  (the  "Common
Stock"), at a purchase price of $0.50 per Unit.
         Representations  and  Warranties.  In order to induce  the  Company  to
accept this subscription, the undersigned hereby represents and warrants to, and
covenants with, the Company (and others) as follows:
         The undersigned has received and carefully reviewed certain information
relating to the company's prospects and operations. The undersigned has not been
furnished with any other materials or literature  relating to the offer and sale
of the Securities,  and the undersigned  agrees this subscription is irrevocable
with the purchase  price being  non-refundable.  except as  otherwise  expressly
stated in the Memorandum;
         The  undersigned  has had a reasonable  opportunity to ask questions of
and receive  answers from the Company  concerning the  investment,  and all such
questions,  if  any,  have  been  answered  to  the  full  satisfaction  of  the
undersigned;
         The  undersigned  has such  knowledge  and  expertise in financial  and
business  matters such that the  undersigned is capable of evaluating the merits
and risks involved in an investment;
         No  representations  or warranties have been made to the undersigned by
the Company or any agent,  employee or  affiliate of the Company and in entering
into this transaction the undersigned is not relying upon any information, other
than the results of independent investigation by the undersigned;
         The undersigned agrees to re-execute any further documents requested by
the company.
         The  undersigned   understands  that  (A)  the  Shares  have  not  been
registered  under the Securities Act or the  securities  laws of any state;  (B)
these shares may be "restricted  securities" as said term is defined in Rule 144
of the Rules and Regulations  promulgated  under the Act; (C) the Shares may not
be sold or otherwise  transferred  unless they have been first  registered under
the Act and all applicable state securities laws, or unless exemptions from such
registration  provisions  are available  with respect to said resale or transfer
under the 504(D) Regulation;  (D) the Company is under no obligation to register
these  common  shares  under the Act or any state  securities  laws,  or to take
action to make any exemption from any such  registration  provisions  available;
and (E) the  certificates  for  these  common  shares  may bear a legend  or the
Transfer Agent may be notified that the transfer of the these common shares that
the shares may not be sold or  transferred  for a minimum of six (6) months from
the date of  purchase  as to the first  share of the Unit and one (1) year as to
the second share of the Unit;



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         The undersigned is acquiring these shares solely for the account of the
undersigned,  for  investment  purposes  only,  and not with a view  towards the
resale or distribution thereof;
         The  undersigned  has full power and  authority  to execute and deliver
this  Subscription  Agreement and to perform the  obligations of the undersigned
hereunder;  and this Subscription  Agreement is a legally binding  obligation of
the undersigned in accordance with its terms.

         The   undersigned  has  executed  this   Subscription   Agreement  this
__________day of __________, 2001.


SIGNATURE PAGE
--------------

Corporation or Other Signature:          - or -            Individual Signature:


________________________________        ______________________


BY:_____________________________        ______________________
                                             Signature(s)


____________________________________
Print Name & Title of Person Signing         Print Name(s)


                                                     Print Name(s)
Number of Units Subscribed for ____________________:
         (All Subscribers should please print information below exactly  as they
         wish it to appear in the records of the Company.)
Certificate in the Name of : ___________________  Amount of Certificates: ______
Social Security Number of Individual
 or Other Corporate Taxpayer ID. Number ___________________________
                   Address:

                   ______________________________________________________
                   Number and Street

                   ______________________________________________________
                   City                     State              Zip Code

                   Telephone Number



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Please check the box to indicate the form of ownership (if applicable):

_______TENANTS-IN-COMMON                      _______JOINT TENANTS WITH RIGHT OF
   (All parties must sign)                            SURVIVORSHIP
                                                   (All parties must sign above)
                                         _______TENANTS BY THE ENTIRETIES
                                                  (Both parties must sign above)
All Parties Must Sign:



                           ACCEPTANCE OF SUBSCRIPTION


                              AUTOCARBON.COM, INC.



The foregoing subscription is hereby accepted this _______day of ________, 2001,

for _________ Units of Common Stock of the Company,


                            AUTO CARBON.COM, INC.


                            BY: ____________________
                                Authorized Signature






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