Subscription Agreement


International Carbon Bank & Exchange, Inc.

6651 N.W. 23rd Avenue
Gainesville, Florida, 32606-8400, USA


International Carbon Bank & Exchange, Inc.:


            1. Subscription. By executing this subscription agreement, the undersigned hereby agrees to purchase Units comprised of 1000 common shares priced at $1.00 per share and an option to purchase 1000 common shares for 2 years at a purchase price of $1.25 per share (the "Securities") of International Carbon Bank & Exchange, Inc. (the "Company"), in the amount set forth on the signature page of this subscription agreement.


            2. Representations and Warranties. The Undersigned warrants and represents to the Company:


(a) The Securities are being accepted by me for investment only, for my own account, and not with a view to, or for resale in connection with, the distribution thereof, and that the Undersigned is not participating, directly or indirectly, in an underwriting or any such undertaking.


(b) I will not take, or cause to be taken, any action that would cause me to be deemed an underwriter, as defined in Section 2(11) of the Securities Act of 1933, as amended (the "1933 Act"), of the Securities.


(c) I have reviewed and read a copy of the Company’s Business Plan and related information dated July 31, 2000 (the "Business Plan").


(d) I (and my offeree representative, if any) have had an opportunity to ask questions of, and receive answers from, persons acting on behalf of the Company to verify the accuracy and completeness of the information set forth in the Memorandum.


(e) I am capable of bearing the economic risks of an investment in the Securities in that I have adequate means of providing for my current and foreseeable needs and have sufficient financial liquidity so that I do not anticipate any need to sell the Securities in the foreseeable future; and


(f) I am at least twenty-one (21) years of age, and a bona fide resident of the place set forth below my signature, and have no present intention of becoming a residents of any other state or jurisdiction.


            3. Restrictions on Transferability of Securities.  The Undersigned hereby agrees that certificates evidencing the Securities, if any, being accepted by him shall be stamped or otherwise imprinted with a conspicuous legend in substantially the following form:


The Securities represented by this certificate have been acquired pursuant to an investment representation on the part of the Purchaser thereof and have not been registered under the Securities Acts of any state in reliance on exemptions contained therein or the inapplicability thereof, and have not been registered under the Securities Act of 1933 (the 1933 Act) in reliance on exemptions therefrom. Said Securities shall not be sold, pledged, hypothecated, donated, or otherwise transferred, whether or not for consideration, by the Purchaser except upon the issuance to International Carbon Bank & Exchange, Inc., (the "Company"), of a favorable opinion of its counsel and/or the submission to the Company of such other evidence as may be satisfactory to counsel of the Company, in either case to the effect that any such transfer shall not be in violation of the 1933 Act, as amended, and applicable state securities law.


            The Securities or any of them shall be sold, pledged, assigned, hypothecated, or otherwise transferred, with or without consideration (Transfer), only upon the conditions specified in this paragraph 3. The Undersigned realizes that by becoming a holder of the Securities pursuant to the terms of the legend set forth above, the Undersigned agrees, prior to any transfer, to give written notice to you by expressing the desire of the Undersigned to effect the Transfer and describing the proposed Transfer.


            Upon receiving any such notice, the Company shall present copies thereof to counsel for the Company and the following provisions shall apply:


(a) If, in the opinion of such counsel, the proposed Transfer may be effected without registration thereof under the 1933 Act, and applicable state securities law (the State Acts), the Company shall promptly thereafter notify the holder of such Securities, whereupon such holder shall be entitled to effect the Transfer, all in accordance with the terms of the notice delivered by such holder to the Company, and upon such further terms and conditions as shall be required by the Company in order to assure compliance with the 1933 Act and the State Acts, and the Company will deliver upon surrender of certificates evidencing such Securities, in exchange therefore, a new certificate not bearing the legend set forth above, if counsel to the Company agrees that such legend is no longer required under the 1933 Act and the State Acts.


(b) If, in the opinion of such counsel, the Transfer may not be effected without registration under the 1933 Act and/or State Acts, a copy of such opinion shall promptly be delivered to the holder who had proposed the Transfer and the Transfer shall not be made unless appropriately registered.


            The Undersigned realizes that the Securities are not registered under the 1933 Act or any State Acts, and that under the 1933 Act and State Acts, the Securities must be held indefinitely unless they are subsequently registered under the 1933 Act and State Acts or unless an exemption from registration is available with respect to any proposed transfer or disposition of the Securities. The Undersigned also acknowledges that the Company does not file periodic reports with the Securities and Exchange Commission and Exchange Act of 1934, as amended, and has not undertaken to file any such periodic reports.


            4. Payment of Subscription. Enclosed herewith is a check payable to the order of International Carbon Bank & Exchange, Inc. in the amount shown on the signature page of this subscription agreement. In the event that the enclosed purchase price for the Securities is returnable to the undersigned in accordance with the terms and conditions contained in the Memorandum, such purchase price will be promptly returned to the undersigned, without deduction or charge therefrom or interest thereon, as soon as practical.


            5. Notices. Any notices or other communications required or permitted hereby shall be sufficiently given if sent by registered or certified mail, postage prepaid, return receipt requested, and if to the Company at the address given at the head of this Subscription Agreement, and if to the Undersigned, at the address set forth below, or to such other address as either the Company or the Undersigned shall designate to the other by notice in writing.


            6. Successors and Assigns. This Subscription Agreement shall be binding upon and shall inure to the benefit of the parties hereto and to the successors and assigns of the Company and to the personal and legal representatives, heirs, guardians, successors and permitted assignees of the Undersigned.


            7. Applicable Law. This Subscription Agreement shall be governed by and construed in accordance with the laws of the State of Florida and, to the extent it involves any United States statute, in accordance with the laws of the United States.



            IN WITNESS WHEREOF, the Undersigned has executed and sealed this Subscription Agreement this ___day of _________________, 2001.





_________ Units at $1000 per Unit


$________________                                                  _________________________________

Amount of Subscription                                                      Signature



                                                                                    Name (Please Print)


______________________                                        _________________________________

Social Security or Employer                                          Street Address

Identification Number


Name, Address or Purchaser                                         _________________________________

Representative, if any                                                    City     State     Zip Code





_________________________                                              _________________________________

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