EXHIBIT 10.1



                         FORM OF SUBSCRIPTION AGREEMENT

SZM Distributors, Inc.
1811 Chestnut Street
Suite 120
Philadelphia, Pennsylvania 19103

Gentlemen:


      1. Pursuant to the terms of the offer made by SZM Distributors,  Inc. (the
"Company"), the undersigned hereby tenders this subscription and applies for the
purchase of the number of shares ("Shares") of the Company's common stock, $.001
par value per share (the "Common Stock") set forth on the signature page hereto,
at a purchase price of US$1.00 per Share.

      The Company is offering 2,850,000 Shares  ($2,850,000) (the "Offering") at
$1.00 per Share. The Company will only accept subscriptions on or before January
15, 2004 (the "Offering  Period").  In the event that less than 2,850,000 Shares
are tendered for subscription  during the Offering Period, the Offering will not
be completed  and all  subscriptions  will be promptly  returned to  subscribers
without interest or deduction.

      The  subscriber  is  sending:  (1) an executed  copy of this  subscription
agreement  (this  "Subscription  Agreement")  and (2) either a check in US funds
made out to "Gottbetter & Partners, LLP, as Escrow Agent" for the full amount of
the purchase price for the Shares for which the undersigned is subscribing to:

      Gottbetter & Partners, LLP
      488 Madison Avenue
      New York, New York 10022

      or

      The subscriber may wire transfer immediately  available U.S. funds for the
full amount of the  purchase  price of the Shares for which the  undersigned  is
subscribing plus all wire transfer fees to:

      Gottbetter & Partners, LLP
      [ACCOUNT NAME]
      [BANK NAME]
      [ADDRESS LINE 1]
      [ADDRESS LINE 1]
      ABA Routing No.:
      Account No.:
      Reference:

      2.  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 as follows:

          (a)  The  undersigned   has  received  and  carefully   reviewed  such
information and  documentation  relating to the Company that the undersigned has
requested,  including  without  limitation,  the Company's filings with the U.S.
Securities and Exchange Commission and the Offering Memorandum;

          (b) The undersigned has had a reasonable  opportunity to ask questions
of and receive answers from the Company concerning the Company and the Offering,
and all such questions,  if any, have been answered to the full  satisfaction of
the undersigned;

          (c) The  undersigned has such knowledge and expertise in financial and
business  matters that the  undersigned  is capable of evaluating the merits and
risks involved in an investment in the Shares;


                                       7
<PAGE>


          (d) The undersigned  understands  that the Company has determined that
the exemption from the registration provisions of the Securities Act of 1933, as
amended (the  "Securities  Act"),  provided by Regulation S is applicable to the
offer  and  sale of the  Shares,  based,  in  part,  upon  the  representations,
warranties and agreements made by the undersigned herein;

          (e) Except as set forth herein, 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;

          (f) 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; and

          (g) Regulation S.

              (i) The  undersigned  understands  and  acknowledges  that (A) the
Shares acquired pursuant to this Subscription Agreement have not been registered
under the  Securities  Act and are being sold in reliance upon an exemption from
registration  afforded  by  Regulation  S; and that  such  Shares  have not been
registered with any state  securities  commission or authority;  (B) pursuant to
the  requirements  of Regulation S, the Shares may not be  transferred,  sold or
otherwise  exchanged  unless in compliance  with the  provisions of Regulation S
and/or  pursuant to  registration  under the  Securities  Act, or pursuant to an
available  exemption  thereunder;  and  (C)  other  than  as set  forth  in this
Subscription  Agreement between the Company and the undersigned,  the Company is
under no obligation to register the Shares under the Securities Act or any state
securities  law,  or to take  any  action  to make any  exemption  from any such
registration provisions available;

              (ii) (A) The undersigned is not a U.S. person and is not acquiring
the Shares for the account of any U.S. person;  (B) if a corporation,  it is not
organized  or  incorporated  under  the  laws  of the  United  States;  (C) if a
corporation,  no director or  executive  officer is a national or citizen of the
United States;  and (D) it is not otherwise deemed to be a "U.S.  Person" within
the meaning of Regulation S.

              (iii)  The  undersigned,  if not an  individual,  was  not  formed
specifically for the purpose of acquiring the Shares purchased  pursuant to this
Subscription Agreement.

              (iv) The  undersigned is purchasing the Shares for its own account
and risk and not for the  account  or  benefit  of a U.S.  Person as  defined in
Regulation  S and no other person has any  interest in or  participation  in the
Shares or any right, option,  security interest,  pledge or other interest in or
to the Shares. The undersigned understands, acknowledges and agrees that it must
bear the economic risk of its investment in the Shares for an indefinite  period
of time and that prior to any such offer or sale, the Company may require,  as a
condition  to  effecting  a transfer  of the  Shares,  an  opinion  of  counsel,
acceptable to the Company,  as to the registration or exemption  therefrom under
the Securities Act and any state securities acts, if applicable.

              (v) The undersigned  will,  after the expiration of the Restricted
Period,  as set forth under Regulation S Rule  903(b)(3)(iii)(A),  offer,  sell,
pledge or otherwise transfer the Shares only in accordance with Regulation S, or
pursuant to an available exemption under the Securities Act and, in any case, in
accordance with applicable state securities laws. The undersigned covenants that
neither it nor any  affiliate,  nor any other person or entity  acting on its or
their  behalf,  has the  intention of  entering,  or will enter into any hedging
transaction  in violation of the  provisions of  Regulation S. The  transactions
contemplated by this Subscription  Agreement have neither been pre-arranged with
a purchaser  who is in the United States or who is a U.S.  Person,  nor are they
part of a plan or scheme  to evade the  registration  provisions  of the  United
States federal securities laws.

              (vi) The offer leading to the sale evidenced hereby was made in an
"offshore   transaction."   For  purposes  of  Regulation  S,  the   undersigned
understands that an "offshore  transaction" as defined under Regulation S is any
offer or sale not made to a person in the  United  States  and either (A) at the
time the buy order is originated, the purchaser is outside the United States, or
the  seller or any  person  acting on his behalf  reasonably  believes  that the


                                       8
<PAGE>


purchaser is outside the United  States;  or (B) for purposes of (1) Rule 903 of
Regulation  S, the  transaction  is  executed  in, or on or  through a  physical
trading floor of an  established  foreign  exchange that is located  outside the
United States or (2) Rule 904 of Regulation S, the  transaction  is executed in,
on or through the facilities of a designated  offshore  securities  market,  and
neither  the  seller  nor  any  person  acting  on its  behalf  knows  that  the
transaction has been prearranged with a buyer in the United States.

              (vii) Neither the undersigned nor any affiliate of the undersigned
or any  person  acting  on its  behalf,  has made or is  aware of any  "directed
selling  efforts" in the United  States,  which is defined in Regulation S to be
any activity undertaken for the purpose of, or that could reasonably be expected
to have the effect of,  conditioning  the market in the United States for any of
the Shares being purchased hereby.

              (viii) The undersigned  understands that the Company is the seller
of the Shares which are the subject of this  Subscription  Agreement,  and that,
for purpose of Regulation S, a "distributor" is any underwriter, dealer or other
person  who  participates,   pursuant  to  a  contractual  arrangement,  in  the
distribution of securities  offered or sold in reliance on Regulation S and that
an  "affiliate"  is any  partner,  officer,  director or any person  directly or
indirectly controlling, controlled by or under common control with any person in
question.  The undersigned agrees that it will not, during the Restricted Period
set forth under Rule  903(b)(iii)(A),  act as a distributor,  either directly or
though any  affiliate,  nor shall it sell,  transfer,  hypothecate  or otherwise
convey the Shares other than to a non-U.S. Person.

              (ix) The  undersigned  acknowledges  that the  Shares  will bear a
legend in substantially the following form:

THE SHARES  REPRESENTED  BY THIS  CERTIFICATE  HAVE BEEN  OFFERED AND SOLD IN AN
"OFFSHORE  TRANSACTION"  IN RELIANCE  UPON  REGULATION S AS  PROMULGATED  BY THE
SECURITIES AND EXCHANGE COMMISSION.  ACCORDINGLY, THE SHARES REPRESENTED BY THIS
CERTIFICATE  HAVE NOT BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT OF 1933 (THE
"SECURITIES  ACT") AND MAY NOT BE  TRANSFERRED  OTHER  THAN IN  ACCORDANCE  WITH
REGULATION S, PURSUANT TO REGISTRATION  UNDER THE SECURITIES ACT, OR PURSUANT TO
AN  AVAILABLE   EXEMPTION  FROM  REGISTRATION  UNDER  THE  SECURITIES  ACT,  THE
AVAILABILITY  OF WHICH IS TO BE ESTABLISHED TO THE  SATISFACTION OF THE COMPANY.
THE SHARES  REPRESENTED  BY THIS  CERTIFICATE  CANNOT BE THE  SUBJECT OF HEDGING
TRANSACTIONS  UNLESS SUCH  TRANSACTIONS  ARE  CONDUCTED IN  COMPLIANCE  WITH THE
SECURITIES ACT.

         (h) The  undersigned  is not an Affiliate  of the Company.  "Affiliate"
shall mean any person that, directly or indirectly,  controls,  is controlled by
or is  under  common  control  with  the  Company.  For  the  purposes  of  this
definition,   "control"  (including,   with  correlative  meanings,   the  terms
"controlled  by" and "under  common  control  with") shall mean the  possession,
directly or  indirectly,  of the power to direct or cause the  direction  of the
management and policies of the Company,  whether through the ownership of voting
securities or by contract or otherwise.

         (i) After the purchase of the  2,850,000  Shares in the  Offering,  the
undersigned  will  not  beneficially  own more  than  five  percent  (5%) of the
outstanding  shares  of  Common  Stock  of  the  Company.  For  these  purposes,
beneficial  ownership  shall be defined and  calculated in accordance  with Rule
13d-3, promulgated under the Securities Exchange Act of 1934, as amended.

         (j) Neither the  undersigned,  nor any affiliate of the  undersigned or
any person acting on its behalf, has recently sold shares of unregistered Common
Stock of the Company.

      3. The undersigned  understands that this subscription is not binding upon
the  Company  until the  Company  accepts it,  which  acceptance  is at the sole
discretion of the Company and is to be evidenced by the  Company's  execution of
this Subscription  Agreement where indicated.  This Subscription Agreement shall
be null and void if the Company does not accept it as aforesaid. The undersigned
further understands that all the offering proceeds will be placed in escrow with


                                       9
<PAGE>


Gottbetter & Partners,  LLP, the escrow agent. In the event the Company does not
accept  the  offering  proceeds,  the  offering  will not be  completed  and all
offering  proceeds  will  thereafter be promptly  returned to investors  without
interest or deduction.

      4. Gottbetter & Partners ("G&P"),  our counsel,  has neither conducted due
diligence  nor  confirmed  any of the  information  which is  contained  in this
Subscription  Agreement or any other materials  distributed to the  undersigned.
G&P has merely prepared this Subscription Agreement to set forth the information
supplied by the management of the Company,  and G&P has not made any independent
evaluation of the factual  information which is contained  herein.  Accordingly,
G&P  makes  no  representation  regarding  the  veracity  of  this  Subscription
Agreement or any other materials distributed to the undersigned.

      5. With regard to the offering, the Company has entered into a non-binding
letter of intent with Carnavon Trust Reg.,  ("Carnavon Trust")  Aeulestrasse 74,
P.O. Box 461,  FL-9490,  Vaduz,  in which  Carnavon  Trust will act as placement
agent. In return for the Services, Carnavon Trust will receive from the Company:

         (a) 300,000 shares of the Company's  common stock as compensation  for
the placement of the Offering payable upon closing of the Offering;

      6. The  Company  has agreed to list the  Shares for  trading on the AIM as
soon as practicable  after the closing of the Offering,  subject to the approval
of the London Stock Exchange.

      7.  The  undersigned  understands  that  the  Company  may,  in  its  sole
discretion,  reject this  subscription,  in whole or in part, and/or reduce this
subscription in any amount and to any extent, whether or not pro rata reductions
are made of any other investor's subscription.

      8. The Shares are  subject to  standard  anti-dilution  provisions  in the
event of forward or reverse stock splits or  recapitalizations.  For example, if
the Company  engages in a 2:1 reverse  stock split,  a holder of 100,000  Shares
will be affected as follows:

         Pre-Split Ownership:

              100,000 Shares
..

         Post-Split Ownership:

               50,000 Shares

      9. The  undersigned  agrees to indemnify  the Company and hold it harmless
from and against any and all losses,  damages,  liabilities,  costs and expenses
which it may sustain or incur in connection  with the breach by the  undersigned
of any representation, warranty or covenant made by the undersigned.

      10.  Neither  this  Subscription  Agreement  nor any of the  rights of the
undersigned hereunder may be transferred or assigned by the undersigned.

      11. Except as otherwise provided herein,  this Subscription  Agreement (i)
may only be modified by a written instrument executed by the undersigned and the
Company; (ii) sets forth the entire agreement of the undersigned and the Company
with respect to the subject matter  hereof;  (iii) shall be governed by the laws
of the State of New York applicable to contracts made and to be wholly performed
therein; and (iv) shall inure to the benefit of, and be binding upon the Company
and  the  undersigned  and  their  respective  heirs,   legal   representatives,
successors and permitted assigns.

      12. Unless the context otherwise  requires,  all personal pronouns used in
this  Subscription  Agreement,  whether  in the  masculine,  feminine  or neuter
gender, shall include all other genders.


                                       10
<PAGE>


      13. All notices or other communications  hereunder shall be in writing and
shall be deemed to have been duly  given if  delivered  personally  or mailed by
certified or registered mail,  return receipt  requested,  postage  prepaid,  as
follows:  if to the undersigned,  to the address set forth on the signature page
hereto; and if to the Company, to SZM Distributors,  Inc., 1811 Chestnut Street,
Suite 120,  Philadelphia,  Pennsylvania 19103,  Attention:  President or to such
other  address as the Company or the  undersigned  shall have  designated to the
other by like notice.





























                                       11
<PAGE>


                                 SIGNATURE PAGE

      IN  WITNESS  WHEREOF,  the  undersigned  has  executed  this  Subscription
Agreement this ______ day of January, 2004.

Number of Shares Subscribed for   ________

Organization Signature:                 Individual Signature:

______________________________________
Print name of Organization                    Signature

By: ____________________________        ______________________________________
      Name:                                   Print Name
      Title:
                                        ______________________________________

                                        Additional Signature of Joint Owner

                                        ____________________________________
                                              Print Name

      (AllSubscribers should please print information below exactly as you
                wish it to appear in the records of the Company)

___________________________________
Name                                      Social Security Number of Individual
                                          or other Taxpayer I.D. Number

Address:                                        Address for notices if
different:

                                          ___________________________________
Number and Street                         Number and Street

___________________________________
City              State       Zip Code    City             State       Zip Code

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


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

TENANTS-IN-COMMON      JOINT TENANTS WITH RIGHT OF        COMMUNITY PROPERTY
(Both Parties must     SURVIVORSHIP                       (Both Parties must
sign above)            (Both Parties must sign above)     sign above)
-------------------------------------------------------------------------------


                                       12
<PAGE>


                           ACCEPTANCE OF SUBSCRIPTION



The foregoing  subscription  is hereby accepted by SZM  Distributors,  Inc. this
____ day of __________________, 2003, for __________________________ Shares.



                                    SZM DISTRIBUTORS, INC.


                                    By:
                                        ---------------------------------
                                        Name:
                                        Title:
























                                       13