<PAGE>

                                                           EXHIBIT 10.12


                                     SUBSCRIPTION FORM

                         (To be executed by the registered holder to
                         exercise the rights to purchase Common Shares
                         evidenced by the within Warrant.)




     The undersigned hereby irrevocably subscribes for ____________ Common 
Shares pursuant to and in accordance with the terms and conditions of this 
Warrant, and herewith makes payment of $____________________ therefor, and 
requests that a certificate for such Common Shares be issued in the name of 
the undersigned and be delivered to the undersigned at the address stated 
below, and if such number of shares shall not be all of the shares 
purchasable hereunder, that a new Warrant of like tenor for the balance of 
the remaining Common Shares purchasable hereunder shall be delivered to the 
undersigned at the address stated below.



Dated:                                        Signed:
     -------------------------                      -------------------------
                                         
                                              Address:
                                                    -------------------------

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

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




                                     


<PAGE>

                                     GEOGRAPHICS, INC.

                                  SUBSCRIPTION PROCEDURE



      Each prospective investor for the Units will be required to complete, 
execute and return to the Company the following documents included with the 
Confidential Private Term Sheet to the Placement Agent:

     1.   SUBSCRIPTION AGREEMENT:  Complete all the open lines on page 1 and 
complete all open lines, date and sign on page 6.

     2.   PURCHASER QUESTIONNAIRE:  Complete, date and sign the Purchaser 
Questionnaire attached to the Subscription Agreement.  All items on pages i-iv 
need to be completed.

     3.   Return the completed forms with payment in full by check of $       
per Unit subscribed for ($        minimum investment, subject to adjustment 
of the minimum investment at the discretion of the Company and the Placement 
Agent), payable to "                       " The subscription amount, 
Subscription Agreement and Purchaser Questionnaire should be returned to the 
Placement Agent in the overnight delivery envelope provided for that purpose.

<PAGE>


                                     SUBSCRIPTION AGREEMENT



Gentlemen:

     The undersigned is writing to advise you of the following terms and 
conditions under which the undersigned hereby offers to subscribe (the 
"Offer") for Unit(s) of Common Stock, no par value ("Common Stock"), of       
             the "Company") and warrants to purchase Common Stock at an 
exercise price of $      per share of Common Stock ("Warrants").  The minimum 
investment will be      Unit of $     (consisting of      shares of Common 
Stock and Warrants to purchase      shares of Common Stock), subject to 
reduction at the discretion of the Company and Culverwell & Co., Inc. (the 
"Placement Agent").  The Company may issue up to      Units in this offering 
representing aggregate subscriptions of          . The offering is being 
conducted on a "best efforts" basis, and completion of this offering is not 
subject to the purchase of a minimum number of Units by investors.  All funds 
received may be deposited directly to the Treasury of the Company.  The 
maximum offering is for $      .  The Company reserves the right to increase 
the amount of the offering by up to      Units (representing subscriptions of 
$      ) without prior authorization from subscribers in this offering.

     1.   SUBSCRIPTION.

          Subject to the terms and conditions hereinafter set forth in this 
Subscription Agreement, the undersigned hereby offers to purchase 
_____________ Unit(s) for an aggregate purchase price of $__________________.

          If the Offer is accepted, the Units(s) shall be paid for by the 
delivery of $____________  by cash, check or money order payable to the order 
of "                          " which is being delivered contemporaneously 
herewith.

     2.   CONDITIONS TO OFFER.

          The Offer is made subject to the following conditions: (i) that you 
shall have the right to accept or reject this Offer, in whole or in part, for 
any reason whatsoever; and (ii) that the undersigned agrees to comply with 
the terms of this Subscription


<PAGE>


Agreement and to execute and deliver any and all further documents necessary 
to become a shareholder in the Company.

         The offering period for the Units is from the date of the 
Confidential Term Sheet to which this Subscription Agreement is an exhibit 
until               (the "Termination Date"). There are Units being offered 
on a "best efforts" basis. Inasmuch as there is no minimum Offer, all 
proceeds will be deposited directly into the Treasury of the Company. The 
Company and the Placement Agent reserve the right to increase the amount of 
the offering by up to               Units or extend the Termination Date 
without prior authorization from subscribers in this offering.

         Acceptance of this Offer shall be deemed given by the countersigning 
of this Subscription Agreement on behalf of the Company.

     3.  REPRESENTATIONS AND WARRANTIES OF THE UNDERSIGNED.

         The undersigned, in order to induce the Company and the Placement 
Agent to accept this Offer, hereby warrants and represents as follows:

         (A)  The undersigned has sufficient liquid assets to sustain a loss 
of the undersigned's entire investment.

         (B)  The undersigned represents that he (or she) (or it) is an 
Accredited Investor as that term is defined in Regulation D promulgated under 
the Securities Act of 1933, as amended (the "Act"). In general, an 
"Accredited Investor" is deemed to be an institution with assets in excess of 
          or individuals with net worth in excess of           or annual 
income exceeding $            or $             jointly with their spouse.

         (C)  Neither the Company nor the Placement Agent has made any other 
representations or warranties to the undersigned with respect to the Company 
or rendered any investment advice except as contained herein or in the 
Company's Confidential Term Sheet.

         (D)  The undersigned has not authorized any person or institution to 
act as his Purchaser Representative (as that term is defined in Regulation D 
of the General Rules and Regulations under the Act) in connection with this 
transaction. The undersigned has such knowledge and experience in financial, 
investment and business matters that he is capable of evaluating the merits 
and risks of the prospective investment in the securities of the Company. The 
undersigned has consulted with such independent legal counsel or other 
advisers as he has deemed appropriate to assist the




<PAGE>

     undersigned in evaluating his proposed investment in the Company.

          (E)   The undersigned represents that he (i) has adequate means of 
     providing for his current financial needs and possible personal 
     contingencies, and has no need for liquidity of investment in the 
     Company; (ii) can afford (a) to hold unregistered securities for an 
     indefinite period of time and (b) sustain a complete loss of the entire 
     amount of the subscription; and (iii) has not made an overall commitment 
     to investments which are not readily marketable which is 
     disproportionate so as to cause such overall commitment to become 
     excessive. 

          (F)   The undersigned has been afforded the opportunity to ask 
     questions of, and receive answers from the officers and/or directors of 
     the Company acting on its behalf concerning the terms and conditions of 
     this transaction and to obtain any additional information, to the 
     extent that the Company possesses such information or can acquire it 
     without unreasonable effort or expense, necessary to verify the accuracy 
     of the information furnished; and has availed himself of such 
     opportunity to the extent he considers appropriate in order to permit 
     him to evaluate the merits and risks of an investment in the Company. It 
     is understood that all documents, records and books pertaining to this 
     investment have been made available for inspection, and that the books 
     and records of the Company will be available upon reasonable notice for 
     inspection by investors during reasonable business hours at its principal 
     place of business.

          (G)   The undersigned acknowledges that the Units have not been 
     registered under the Act in reliance on an exemption for transactions by 
     an issuer not involving a public offering and further understands that 
     the undersigned is purchasing the Units without being furnished any 
     prospectus setting forth all of the information that may be required to 
     be furnished under the Act if a Prospectus were required to be delivered.

         (H)   The undersigned further acknowledges that this offering has 
     not been passed upon or the merits thereof endorsed or approved by any 
     state or federal authorities.

          (I)   The Units being subscribed for are being acquired solely for 
     the account of the undersigned for personal investment and not with a 
     view to, or for resale in connection with, any distribution. By such 
     representation, the undersigned acknowledges and represents that no 
     other person has a beneficial interest in the Units subscribed for 
     hereunder, and that no other person has furnished or will furnish 
     directly or indirectly, any part of or guarantee the payment of any part 
     of the consideration to be paid to the

                                           3

 <PAGE>

     Company in connection therewith. The undersigned does not intend to 
     dispose of all or any part of the Units except in compliance with the 
     provisions of the Act and applicable state securities laws, and 
     understands that the Units are being offered pursuant to a specific 
     exemption under the provisions of the Act, which exemption(s) depends, 
     among other things, upon the compliance with the provisions of the Act.

          (J)   The undersigned further represents and agrees that the 
     undersigned will not sell, transfer, pledge or otherwise dispose of or 
     encumber the Units except pursuant to the applicable rules and 
     regulations under the Act or applicable state securities laws, and 
     prior to any such sale, transfer, pledge, disposition or encumbrance, 
     the undersigned will, upon request, furnish the Company and its 
     transfer agent with an opinion of counsel, in form and substance 
     satisfactory to the Company, that registration under the Act and any 
     applicable state securities laws is not required.

          (K)   The undersigned hereby agrees that the Company may insert the 
     following or similar legend on the face of the certificates evidencing 
     shares of Common Stock and Warrants if required in compliance with the 
     Act or state securities laws:
               
               "These securities have not been registered 
               under the Securities Act of 1933, as amended 
               ("Act"), or any state securities laws and may 
               not be sold or otherwise transferred or 
               disposed of except pursuant to an effective 
               registration statement under the Act and any 
               applicable state securities laws, or an opinion 
               of counsel satisfactory to counsel to the 
               Company that an exemption from registration 
               under the act an any applicable state 
               securities laws is available."
     
                The undersigned certifies that each of the foregoing 
     representations and warranties set forth in subsections (A) through (K) 
     inclusive of this Section 3 are true as of the date hereof and shall 
     survive such date.

     4.   INDEMNIFICATION.

          The undersigned understands that the Units acquired as a result of 
the subscription right provided in Section 1 hereof are being offered without 
registration under the Act and in reliance upon the exemption for 
transactions by an issuer not involving any public offering; that the 
availability of such exemption is, in part, dependent upon the truthfulness 
and accuracy of the representations made by the undersigned herein; that the 
Company and the Placement Agent will rely on such representations in

                                      4

<PAGE>


accepting any subscriptions for the Units and that the Company and the 
Placement Agent may take such steps as they consider reasonable to verify the 
accuracy and truthfulness of such representations in advance of accepting or 
rejecting the undersigned's subscription. The undersigned agrees to indemnify 
and hold harmless the Company and the Placement Agent against any damage, 
loss, expense or cost, including reasonable attorneys' fees, sustained as a 
result of any misstatement or omission on the undersigned's part.

     5.  NO WAIVER.

         Notwithstanding any of the representations, warranties, 
acknowledgements or agreements made herein by the undersigned, the 
undersigned does not thereby or in any manner waive any rights granted to the 
undersigned under federal or state securities laws.

     6.  REVOCATION.

         The undersigned agrees that he shall not cancel, terminate or revoke 
this Subscription Agreement or any agreement of the undersigned made 
hereunder other than as set forth under Section 5 above, and that this 
Subscription Agreement shall survive the death or disability of the 
undersigned.

     7.  TERMINATION OF SUBSCRIPTION AGREEMENT.

         If the Company elects to cancel this Subscription Agreement, 
provided that they return to the undersigned, without interest and without 
deduction, all sums paid by the undersigned, this Offer shall be null and 
void and of no further force and effect, and no party shall have any rights 
against any other party hereunder.

     8.  MISCELLANEOUS.

         (A)  All notices or other communications given or made hereunder 
shall be in writing and shall be mailed by registered or certified mail, 
return receipt requested, postage prepaid, to the undersigned at his address 
set forth below, to

         (B)  This Subscription Agreement constitutes the entire agreement 
among the parties hereto with respect to the subject matter hereof and may be 
amended only by a writing executed by all parties.

         (C)  The provisions of this Subscription Agreement shall survive the 
execution thereof.


                                        5
<PAGE>


     9.  CERTIFICATION.

         The undersigned certifies that he has read this entire Subscription 
Agreement and that every statement on his part made and set forth herein is 
true and complete.

     IN WITNESS WHEREOF, the undersigned has executed this Subscription 
Agreement on the date his signature has been subscribed and sworn to below.


The Units are to be                   ---------------------------------------
issued in (check ONE box):            Print Name of Investor


      individual name                 ---------------------------------------
-----                                 Print Name of Joint Investor
                                      (if applicable)

      joint tenants with
----- rights of survivorship          ---------------------------------------
                                      Signature of Investor


      tenants in the entirety         ---------------------------------------
-----                                 Signature of Joint Investor


      corporation (an officer
----- must sign)                      By:
                                         -----------------------------------
                                         (If an entity list name and title)


      partnership (all general
----- partners must sign)
                                      --------------------------------------


      in the name of the Trust
-----

Accepted as of the       day
                   -----
of                      , 199
   ---------------------

GEOGRAPHICS, INC.



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


By:
    -----------------------------
      Authorized Person


                                        6