EXHIBIT 10.1


                             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 read carefully each of this Agreement and
     the Prospectus  (collectively,  the "Subject Documents") and, to the extent
     believed  necessary,  has discussed  with its counsel the  representations,
     warranties  and  agreements  which the  Subscriber  makes by  signing  this
     Agreement.  The Subscriber  understands that no federal or state agency has
     made any finding or  determination  regarding the fairness of the Offering,
     or any recommendation or endorsement of the Offering.


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               4. The Subscriber is not  subscribing  for the Shares as a result
     of  or  subsequent  to  any   advertisement,   article,   notice  or  other
     communication  published in any  newspaper,  magazine,  or similar media or
     broadcast  over  television  or  radio,  any  seminar  or  meeting,  or any
     solicitation of a subscription  by a person or entity not previously  known
     to the Subscriber in connection with investment in securities generally.

               5. The Subscriber  represents that in making this subscription to
     purchase the Shares no oral representations or warranties have been made to
     Subscriber.  The Subscriber  acknowledges  that it has been advised that no
     person or  entity is  authorized  to give any  information,  or to make any
     statement  regarding  the  Company  or the  Offering,  and  that  any  such
     information or statement must not be relied upon as having been  authorized
     by the Company, their officers, affiliates or professional advisors.

               6. 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.

               7.  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.

               8. The Subscriber has received and read the Subject Documents and
     understands all of the terms of this Offering and the risks associated with
     this investment,  including  without  limitation the risks identified under
     the heading "Risk Factors" in the Prospectus.

               9. 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.


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               10. If the  Subscriber is, or is acting on behalf of, an employee
     benefit plan (the "Plan") which is subject to ERISA:  (a) the Plan, and any
     fiduciaries  responsible  for the  Plan's  investments,  are  aware  of and
     understand the Company's  investment  objectives,  policies and strategies,
     and the  decision to invest the Plan's  assets in the Company was made with
     appropriate consideration of relevant investment factors with regard to the
     Plan including the diversification  requirements of Section 404(a)(1)(c)(3)
     of ERISA;  (b) the  fiduciary  or other person  signing  this  Subscription
     Agreement  on behalf of the  Subscriber  has not  received or relied on any
     advice of the Company with  respect to an  investment  in the Company;  (c)
     this subscription and the investment contemplated hereby are authorized and
     executed in accordance with all  requirements  applicable to the Plan under
     its  governing  instruments;   and  (d)  the  Subscriber  acknowledges  its
     understanding  that  neither of the  Company  nor their  Manager  will be a
     "fiduciary"  (within the meaning of Section 3(21) of ERISA) with respect of
     any  assets  of the Plan by reason of the  Subscriber's  investment  in the
     Company .

               11. 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.

               12. The Subscriber  acknowledges  that it understands the meaning
     and legal consequences of the representations,  warranties,  acknowledgment
     and agreements contained in this Agreement,  and hereby agrees to indemnify
     and  hold  harmless  the  Company,  their  members,   officers,   managers,
     affiliates, agents and representatives,  from and against any and all loss,
     damage, expense,  claim,  liability,  action, suit or proceeding (including
     the reasonable fees and expenses of legal counsel)  (collectively,  "Loss")
     as incurred  arising out of or in any manner  whatsoever  connected  with a
     breach  of  any  representation  or  warranty  of  the  Subscriber,  or the
     Subscriber's  failure to perform any obligation or agreement,  contained in
     this Agreement.

     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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     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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                     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: __________________________________





<PAGE>

                   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: __________________________________