INVESTOR SUBSCRIPTION AGREEMENT

                                       FOR

                            CARPARTSONSALE.COM, INC.


Persons   interested  in  purchasing   shares  ("Shares")  of  Common  Stock  of
CarPartsOnSale.com, Inc.(the "Company") must complete, execute, and deliver this
Subscription  Agreement (the "Agreement") along with their check made payable to
CarPartsOnSale.com,  Inc.  Escrow Account,  First American Stock  Transfer,  NA,
Escrow Agent to:


                            CarPartsOnSale.com, Inc.
                                                          580 Aviator Drive
                                                          Ft. Worth, Texas 76179

If  and  when  accepted  by the  Company,  this  Agreement  shall  constitute  a
subscription  for  shares of Common  Stock,  $.01 par  value per  share,  of the
Company. The minimum investment is $1,100 (200 Shares).

The Company reserves the right to reject in its entirety any subscription  which
is  tendered or to allocate  to any  prospective  purchaser a smaller  number of
Shares than the prospective purchaser has subscribed to purchase. In such event,
the  Company  will  return to you this  Agreement  your  payment  (or a pro rata
portion of your payment, if such subscription is rejected only in part), without
interest or deduction.

An accepted copy of this Agreement will be returned to you as your receipt,  and
a stock certificate will be issued to you shortly thereafter.

I/we hereby  irrevocably  tender  this  Agreement  for the  purchase of ________
Shares at $5.50 per  Share.  With this  Agreement,  I/we  tender  payment in the
amount of $________ ($5.50 per Share) for the Shares subscribed.

In connection with this investment in the Company, I/we represent and warrant as
follows:

a.       Prior to tendering  payment for the Shares,  I/we received and reviewed
         the Company's Offering Circular dated ___________ 2000, and have relied
         on no other  information  or  materials in reaching  my/our  investment
         decision.

b.       I am/we are bona fide resident(s) of

         -----------------------------------------------------------------------
                       (State)                   (Country)

Please register the Shares which I am/we are purchasing as follows:

         Name:
              ------------------------------------------------------------------

As (check one):

         Individual                                           Tenants-in-Common
                                                     -----
         Existing Partnership                                 Joint Tenants
                                                     -----
         Corporation                                          Trust
                                                     -----
         Minor with adult custodian
         Under the Uniform Gift
         to Minors Act

For the person(s) who will be registered shareholder(s):


Name                                Telephone


Street Address                      Social Security or Taxpayer ID number


City              State    Zip              Date of Birth


Signature                                   Date


ACCEPTED BY: CARPARTSONSALE.COM, INC.



By:                                              Date:
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Its:
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