EXHIBIT 10.1 (b)
                                ----------------

                             SUBSCRIPTION AGREEMENT

THIS  SUBSCRIPTION  AGREEMENT  ("Agreement")  is made this [Date] by and between
TheVeryBestOfTheInternet.com,  Inc., a Texas  corporation (the  "Company"),  and
[Name of Investor], a [Type of Organization] (the "Subscriber").

WHEREAS,  the  Company is seeking an  infusion  of capital  and is  desirous  of
potential investors; and

WHEREAS,  the Subscriber is desirous of investing in 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 $.0001
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  Company  to  accept  this  Subscription
Agreement,  the Subscriber  represents and warrants to, and covenants and agrees
with, the Company 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 Company.

                  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  Company;  the  unaccepted  remainder  of the  payment to be refunded to the
Subscriber in the event that the Company does not accept the entire  payment and
if the  Company  accepts  this  Agreement  in whole  or part and the  Subscriber
tenders  the  payment  to  the  Company,  then  the  Subscriber  will  become  a
shareholder of the Company.

                  3. 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.

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<PAGE>

                                EXHIBIT 10.1 (b)
                                ----------------

                  4.  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 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.

                  5. 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.

                  6. 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 Company 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 Subscriber  promptly will
give  written  notice  to  the  Company  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.

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.


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<PAGE>

                                EXHIBIT 10.1 (b)
                                ----------------

5.       JURISDICTION/DISPUTES

This  Agreement  shall be governed in  accordance  with the laws of the State of
Texas.  All disputes under this Agreement shall be resolved by litigation in the
courts  of the State of Texas  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.

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]            VeryBestOfTheInternet.com, Inc.

By:                                  By:
    ---------------------------          --------------------------------------
Title:                               Title:
        ------------------------           ------------------------------------
Date:                                Date:
      --------------------------           ------------------------------------

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<PAGE>

                                EXHIBIT 10.1 (b)
                                ----------------


                     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 $.50 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  of the State
           of Texas
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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<PAGE>

                                EXHIBIT 10.1 (b)
                                ----------------


                   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, on behalf of the Company

     By:
          ----------------------------------



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