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                                                                     Exhibit 4.1


                   FORM OF REGULATION S SUBSCRIPTION AGREEMENT


                                 SCORE ONE, INC.



Sir or Madam:



          1. Authorization of Sale of the Shares. Score One, Inc. (the
"Company") has authorized the sale of an aggregate of 500,000 shares (the
"Shares") of its Series A Convertible Preferred Stock, par value $0.001 per
share (the "Series A Preferred Stock") at a per Share purchase price equal to
20% of the average of the closing prices of the Company's shares of Common Stock
as quoted on the OTC Bulletin Board (the "OTCBB") (or on such other United
States stock exchange or public trading market on which the shares of the
Company trade if, at the time of purchase, they are not quoted on the OTCBB) for
the five (5) consecutive trading days immediately preceding the date the
undersigned acquires Shares. Certain rights, preferences, limitations and terms
relating to the Shares are set forth in the Company's Form of Certificate of
Designation attached hereto as Exhibit A.

          2. Subscription. The undersigned, intending to be legally bound,
hereby purchases from the Company _________ Shares of the Series A Preferred
Stock. The undersigned understands that this subscription may be accepted or
rejected in whole or in part by the Company in its sole discretion and that this
subscription is and shall be irrevocable unless the Company for any reason
rejects this subscription.

          3. Conversion into Common Stock. Each share of Series A Preferred
Stock shall be convertible, at the option of the holder thereof, at any time
after the first anniversary of the Original Issuance Date (as that term is
defined in Exhibit A) into one fully paid and nonassessable share of the
Company's Common Stock subject to adjustment as set forth in Section 4 of
Exhibit A.

          4. Escrow of Funds.

          (a) The Aggregate Purchase Price (the "Escrow Funds") will be
deposited via wire transfer of immediately available funds to a non-interest
bearing escrow account (the "Escrow Account") of Piper Rudnick LLP, as escrow
agent (the "Escrow Agent"), for the benefit of the undersigned. Escrow Account
details are as follows:

                  Citibank, NA
                  111 Wall Street
                  New York, New York 10043
                  ABA #021000089


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                  Credit to the account of:
                  Piper Rudnick LLP
                  Escrow-IOLA
                  Account #37311689

All such funds for subscriptions will be held in the Escrow Account pursuant to
the terms of this Section 4.

          (b) The Escrow Agent shall hold the Escrow Funds in escrow and shall
release the Escrow Funds to the Company upon receipt by the Escrow Agent of:

              (i) A completed Subscription Agreement signed by the Subscriber
whose Escrow Funds are to be released.

              (ii) Stock Certificates for the Subscriber which shall be
delivered by mail to the address specified in the Subscription Agreement.

              (iii) Written instructions from the Company to disburse the Escrow
Funds together with the fulfillment of all other conditions set forth in this
Subscription Agreement. The undersigned hereby agrees that the Company shall be
solely responsible for the disbursement of the Escrow Funds on behalf of the
undersigned, and the Escrow Agent shall be entitled to rely exclusively on such
instructions.

              (iv) Such other certificates, notices or other documents as Escrow
Agent, in its discretion, shall reasonably require and shall have requested from
the Company and the undersigned in writing.

          (c) If a dispute arises regarding disposition of all or any portion of
the Escrow Funds held by the Escrow Agent, the Escrow Agent shall, upon written
demand by either the Company or the undersigned, deposit the Escrow Funds in a
federal or state court located in the City of New York, pending the decision of
that court, and shall be entitled to rely upon the decision of that court with
respect to the disposition of the Escrow Funds.

          (d) The Escrow Agent shall not be liable for any error of judgment or
for any action taken or omitted by it in good faith, or for any mistake of fact
or law, or for anything which it may do or refrain from doing in connection
herewith except its own gross negligence or willful misconduct.

          (e) The Company and the undersigned, jointly and severally, hereby
agree to indemnify the Escrow Agent and hold it harmless from and against any
loss, liability, expenses (including reasonable outside attorneys' fees and
expenses), claim or demand arising out of or in connection with the performance
of its obligations in accordance with the provisions of this Subscription
Agreement, except for the gross negligence or willful misconduct of the Escrow
Agent. These indemnities shall survive the resignation of the Escrow Agent or
the termination of this Agreement.

          (f) The undersigned acknowledges that the Escrow Agent is serving as
counsel to the Company. The Escrow Agent shall be entitled to represent the
Company in any lawsuit arising out of the terms of this Agreement.


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          5. Expiration of Offering Period. Notwithstanding anything to the
contrary contained herein, if the Escrow Agent shall not have received a
Subscription Agreement with respect to any Escrow Funds on or before July 30,
2002, Escrow Agent shall, within ten (10) business days thereafter return to
Subscriber, by wire transfer of immediately available funds or by certified or
bank check and by first class mail, the Escrow Funds deposited by such
Subscriber, without interest or deduction, unless the Company advises Escrow
Agent that the offering period shall have been extended, including the new
expiration date.

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND
EXCHANGE COMMISSION (THE "SEC") UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES ACT OF ANY STATE UNDER ANY
STATE SECURITIES LAW. THEY ARE BEING OFFERED PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER REGULATION S ("REGULATION S") PROMULGATED UNDER THE
SECURITIES ACT. THE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED
IN THE UNITED STATES OR TO U.S. PERSONS (AS SUCH TERM IS DEFINED IN REGULATION
S) UNLESS THE SECURITIES ARE REGISTERED UNDER THE SECURITIES ACT AND APPLICABLE
STATE SECURITIES LAWS, OR SUCH OFFERS, SALES AND TRANSFERS ARE MADE PURSUANT TO
AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS.

          6. Representations and Warranties of the Subscriber. The undersigned
represents and warrants to Company as follows:

             (a) The undersigned, in making the decision to purchase the Shares,
     has relied upon independent investigations made by him or it and his or its
     representatives, if any. The undersigned and/or his or its advisors have
     had a reasonable opportunity to ask questions of and receive answers from
     The Company concerning the Shares.

             (b) The undersigned has been supplied with or has sufficient access
     to all information, including financial statements and other financial
     information of the Company, and has been afforded with an opportunity to
     ask questions of and receive answers concerning information to which a
     reasonable investor would attach significance in making investment
     decisions, so that as a reasonable investor the undersigned has been able
     to make the undersigned's decision to purchase the Shares.

             (c) The undersigned is able to bear the substantial economic risks
     of an investment in the Shares for an indefinite period of time, has no
     need for liquidity in such investment, has made commitments to investments
     that are not readily marketable which are reasonable in relation to the
     undersigned's net worth and, at the present time, could afford a complete
     loss of such investment.

             (d) The undersigned has such knowledge and experience in financial,
     tax and business matters so as to enable him or it to utilize the
     information made available to the undersigned in connection with the sale
     of the Shares to evaluate the merits and risks of an investment in the
     Shares and to make an informed investment decision with respect thereto.

             (e) The undersigned understands that the Shares are being sold in
     reliance on an exemption from the registration requirements of federal and
     state securities


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     laws under Regulation S promulgated under the Securities Act and that the
     Company is relying upon the truth and accuracy of the representations,
     warranties, agreements, acknowledgments and understandings of the
     undersigned set forth herein in order to determine the applicability of
     such exemptions and the suitability of the undersigned to purchase the
     Shares. The representations, warranties and agreements contained herein are
     true and correct as of the date hereof and may be relied upon by the
     Company, and the undersigned will notify the Company immediately of any
     adverse change in any such representations and warranties which may occur
     prior to the acceptance of this Agreement by the Company and will promptly
     send the Company written confirmation thereof if requested by the Company.
     The representations, warranties and agreements of the undersigned contained
     herein shall survive the execution and delivery of this Agreement and the
     purchase of the Shares.

             (f) Neither the undersigned nor any person or entity for whom the
     undersigned is acting as fiduciary is a U.S. person. A U.S. person means
     any one of the following:

                 (i) any natural person resident in the United States of
     America;

                 (ii) any partnership or corporation organized or incorporated
     under the laws of the United States of America;

                 (iii) any estate of which any executor or administrator is a
     U.S. person;

                 (iv) any trust of which any trustee is a U.S. person;

                 (v) any agency or branch of a foreign entity located in the
     United States of America;

                 (vi) any non-discretionary account or similar account (other
     than an estate or trust) held by a dealer or other fiduciary for the
     benefit or account of a U.S. person;

                 (vii) any discretionary account or similar account (other than
     an estate or trust) held by a dealer or other fiduciary organized,
     incorporated or (if an individual) resident in the United States of
     America; and

                 (viii) any partnership or corporation if:

                        (A) organized or incorporated under the laws of any
                 foreign jurisdiction; and

                        (B) formed by a U.S. person principally for the purpose
                 of investing in securities not registered under the
                 Securities Act, unless it is organized or incorporated, and
                 owned, by accredited investors (as defined in Rule 501(a)
                 under the Securities Act) who are not natural persons,
                 estates or trusts.


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          (g) ALL OFFERS AND SALES OF THE SHARES PRIOR TO THE EXPIRATION OF THE
DISTRIBUTION COMPLIANCE PERIOD AS DEFINED IN RULE 902 SHALL ONLY BE MADE IN
COMPLIANCE WITH THE SAFE HARBOR CONTAINED IN REGULATION S, PURSUANT TO
REGISTRATION OF SECURITIES UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT, AND ALL OFFERS AND SALES AFTER THE
DISTRIBUTION COMPLIANCE PERIOD SHALL BE MADE ONLY PURSUANT TO SUCH A
REGISTRATION OR TO SUCH EXEMPTION FROM REGISTRATION.

          (h) ALL DOCUMENTS RECEIVED BY THE UNDERSIGNED INCLUDE STATEMENTS TO
THE EFFECT THAT THE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND
MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS OR FOR THE
ACCOUNT OR BENEFIT OF A U.S. PERSON (OTHER THAN DISTRIBUTORS AS DEFINED IN
REGULATION S) DURING THE DISTRIBUTION COMPLIANCE PERIOD AS DEFINED IN RULE 902
UNLESS THE SHARES ARE REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM
THE REGISTRATION REQUIREMENTS IS AVAILABLE.

          (i) IN THE VIEW OF THE SEC, THE STATUTORY BASIS FOR THE EXEMPTION
CLAIMED FOR THIS TRANSACTION WOULD NOT BE PRESENT IF THE OFFERING OF SHARES,
ALTHOUGH IN TECHNICAL COMPLIANCE WITH REGULATION S, IS PART OF A PLAN OR SCHEME
TO EVADE THE REGISTRATION PROVISIONS OF THE SECURITIES ACT. THE UNDERSIGNED IS
ACQUIRING THE SHARES FOR INVESTMENT PURPOSES AND HAS NO PRESENT INTENTION TO
SELL THE SHARES IN THE UNITED STATES OF AMERICA TO A U.S. PERSON OR FOR THE
ACCOUNT OR BENEFIT OF A U.S. PERSON.

          (j) THE UNDERSIGNED AGREES THAT THE CERTIFICATES REPRESENTING THE
SHARES SHALL CONTAIN A LEGEND TO THE FOREGOING EFFECT.

          (k) Neither the undersigned nor any of his or its affiliates or agents
will, directly or indirectly, maintain any short position in the Shares or any
other securities of the Company for so long as any of the Shares are owned by
the undersigned.

     7. Miscellaneous.

          (a) This Subscription Agreement shall survive the death or disability
of the undersigned and shall be binding upon the undersigned's heirs, executors,
administrators, successors and permitted assigns.

          (b) This Subscription Agreement and the documents referred to herein
constitute the entire agreement between the parties hereto with respect to the
subject matter hereof and together supersede all prior discussions or agreements
in respect thereof.


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          (c) This Subscription Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
shall constitute a single document.


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         IN WITNESS WHEREOF, the undersigned has executed this Agreement as of
________________, 2002.


Number of Shares Purchased:         _______________________

Aggregate Purchase Price:           $______________________

Name of Subscriber (Please print):  _______________________



                                                 _______________________________
                                                 (Signature)

                                                 Residence or Business Address:

                                                 _______________________________

                                                 _______________________________
                                                 City       State       Zip Code


                                                 Mailing Address (if different
                                                 from Residence or Business
                                                 Address):

                                                 _______________________________
                                                 Street

                                                 _______________________________
                                                 City       State       Zip Code


ACCEPTED AND AGREED TO:

SCORE ONE, INC.


By:___________________________________
Name:_________________________________
Title:________________________________
Dated as of:  ___________________



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