EXHIBIT 4.1


                             (ON COMPANY LETTERHEAD)



                             SUBSCRIPTION AGREEMENT

Ladies and Gentlemen:

     The  undersigned  hereby  subscribes  for o shares of the common stock (the
"Shares") of Second Stage  Ventures,  Inc.  (the  "Corporation")  for a purchase
price of $0.10 per Share (the "Purchase Price").

     The  undersigned  subscriber  (sometimes  hereinafter  referred  to as  the
"Subscriber")  agrees to pay an aggregate of $o as a subscription for the Shares
being purchased hereunder. The entire Purchase Price is due and payable upon the
execution of this subscription agreement, and shall be paid by check, subject to
collection, cashiers check, money order or by wire transfer, made payable to the
order of [Name and  instruction re Agent to receive funds o] trust account,  for
[Name of the  Issuer  o]. The  Corporation  shall have the right to reject  this
subscription in whole or in part.

     The  undersigned  acknowledges  that  the  Shares  being  purchased  are  a
security, and that such security has been registered under the Securities Act of
1933 pursuant to an SB-2 filing with the Securities and Exchange Commission. The
undersigned  represents,  warrants, and agrees as follows:

     (A)  This subscription agreement is and shall be irrevocable.

     (B)  The undersigned has carefully read this  subscription  agreement.  The
          undersigned   has  received  the   accompanying   prospectus   on  the
          Corporation and exhibits  thereto (the  "Disclosure  Materials").  The
          undersigned  has been given the  opportunity  to ask questions of, and
          receive  answers  from,  the  Corporation  concerning  the  terms  and
          conditions of this offering.  The  undersigned has been able to obtain
          such  additional  written  information,  to the extent the Corporation
          possesses such  information  or could acquire it without  unreasonable
          effort or expense,  necessary to verify the accuracy of the  offering,
          as the undersigned  desired in order to evaluate the  investment.  The
          undersigned further  acknowledges that the undersigned has received no
          representations or warranties from the Corporation, the issuers agent,
          or their  respective  employees  or agents in making  this  investment
          decision other than as set forth in the Disclosure Materials.

     (C)  The  undersigned  is  aware  that  the  purchase  of the  Shares  is a
          speculative  investment involving a high degree of risk and that there
          is no guarantee that the  undersigned  will realize any gain from this
          investment,  and  that  the  entire  investment  could  be  lost.


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          (D)  The undersigned  understands that the Shares have been registered
               with the Securities and Exchange Commission.  However, no federal
               or state agency has made any finding or  determination  regarding
               the fairness of this  offering of the Shares for  investment,  or
               any recommendation or endorsement of this offering.

          (E)  The  undersigned,   if  an  individual,  has  adequate  means  of
               providing   for  his  current   needs  and  personal  and  family
               contingencies and has no need for liquidity in this investment in
               the  Shares.  The  undersigned  has no reason to  anticipate  any
               material  change in this  personal  financial  condition  for the
               foreseeable future.

          (F)  The undersigned is financially  able to bear the economic risk of
               this  investment,  including  the  ability  to  hold  the  Shares
               indefinitely  or to afford a complete  loss of the  undersigned's
               investment.

          (G)  The undersigned's  overall  commitment to investments,  which are
               not  readily   marketable,   is  not   disproportionate   to  the
               undersigned's  net worth,  and the  investment in the Shares will
               not cause such overall commitment to become excessive.

          (H)  The  funds  provided  for this  investment  are  either  separate
               property of the  undersigned,  community  property over which the
               undersigned  has the right of control,  or are otherwise funds as
               to which the undersigned has the sole right of management.

          (I)  The address shown under the undersigned's signature at the end of
               this  subscription  agreement  is  the  undersigned's   principal
               residence  if he is an  individual,  or  its  principal  business
               address if a corporation or other entity.


1.   The undersigned  acknowledges that the undersigned  understands the meaning
     and legal  consequences  of the  representations  and warranties  which are
     contained herein.

2.   The undersigned  expressly  acknowledges and agrees that the Corporation is
     relying   upon  the   undersigned's   representations   contained  in  this
     subscription agreement.

3.   The Corporation  represents  that: (a) it is duly and validly  incorporated
     and is validly  existing and in good  standing as a  corporation  under the
     laws of the State of Nevada;  (b) it has all requisite power and authority,
     and all necessary  authorizations,  approvals and orders required as of the
     date hereof, to own its properties and conduct its business as described in
     the  Disclosure  Materials;  (c) it has the  authority  to enter  into this
     subscription  agreement and to be bound by the  provisions  and  conditions
     hereof;  and (d) it is in good  standing  in any other  states  which would
     impose  requirements  as a result  of the  amount of  business  done by the
     Corporation in that state.



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<PAGE>



4.   Except as otherwise specifically provided for hereunder,  no party shall be
     deemed to have waived any of his or its rights hereunder or under any other
     agreement,  instrument  or papers signed by any of them with respect to the
     subject  matter hereof unless such waiver is in writing signed by the party
     waiving  said  right.  A waiver on any one  occasion  with  respect  to the
     subject matter hereof shall not be construed as a bar to, or waiver of, any
     right or remedy on any  future  occasion.  All  rights  and  remedies  with
     respect to the subject matter hereof,  whether  evidenced  hereby or by any
     other  agreement,  instrument,  or paper,  will be  cumulative,  and may be
     exercised separately or concurrently.

5.   The parties have not made any representations or warranties with respect to
     the  subject  matter  hereof not set forth  herein,  and this  subscription
     agreement,  together with any instruments executed simultaneously herewith,
     constitutes the entire  agreement  between them with respect to the subject
     matter hereof. All understandings and agreements heretofore had between the
     parties  with  respect  to the  subject  matter  hereof  are merged in this
     subscription  agreement  and any such  instrument,  which  alone  fully and
     completely expresses their agreement.

6.   This  agreement  may not be  changed,  modified,  extended,  terminated  or
     discharged orally, but only by an agreement in writing,  which is signed by
     all of the parties to this agreement.

7.   The parties agree to execute any and all such other and further instruments
     and  documents,  and to take any and all such  further  actions  reasonably
     required  to  effectuate  this  subscription  agreement  and the intent and
     purposes hereof and the betterment of the Corporation.

8.   This  subscription   agreement  shall  be  governed  by  and  construed  in
     accordance   with  the  laws  of  the  State  of  Nevada  the   appropriate
     jurisdiction  within the United States of America.  The undersigned  hereby
     consents to this jurisdiction.





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Execution by Subscriber

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(Exact name in which title is to held)

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(Signature of Subscriber or authorized signatory of Subscriber)

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Name (please print)



Address:

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(Street Number)           (Street Name)             (Apt. No.)

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(City)                    (State)                   (Zip Code)

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(Social Security Number)





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