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                             SUBSCRIPTION AGREEMENT

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                                 _________, 2002






Board of Directors
Rub A Dub Soap, Inc.
13279 West Ohio Avenue
Lakewood, Colorado  80228

Dear Ms. Powell:

     In connection  with your offer and my purchase of _______  shares of common
stock,  as described in the Prospectus to which this  Subscription  Agreement is
attached,  of Rub A Dub Soap,  Inc., a Colorado  corporation,  at a subscription
price of $.25 per  share  (for an  aggregate  purchase  price  payable  by me of
$___________),  I hereby represent, warrant, covenant and agree with you that at
the time of such  offer  and  purchase  and as of the date of this  Subscription
Agreement:

     1.   I am over the age of twenty-one years.

     2.   I  represent  and  warrant  that I am a resident of the state in which
this offer is made insofar as I occupy a dwelling  within the state and I intend
to remain within the state for an  indefinite  period of time.  Further,  if the
undersigned is not a resident of the state in which the offer is made,  then the
undersigned represents and warrants that he is not a resident of any other state
or possession of the United States.

     3.   I have received the Prospectus of Rub A Dub Soap, delivery of which by
you to me has  preceded the closing  under this  Subscription  Agreement  and my
purchase of the shares.

     The  subscription  made  by  this  Subscription  Agreement  is  subject  to
acceptance by Rub A Dub Soap in its sole  discretion;  which acceptance shall be
evidenced by Rub A Dub Soap's  signing and  delivering  to me at the address set
forth  on the  signature  page  hereof  a  fully-executed  counterpart  of  this
Subscription  Agreement.  In the  event  that Rub A Dub  Soap  shall  reject  my
subscription, the purchase price for the shares shall be refunded promptly to me
without interest or deduction.



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Attached to and incorporated in that certain Subscription  Agreement attached to
that certain Prospectus of Rub A Dub Soap, Inc.

                                            Very truly yours,

Individuals execute below:                  Corporations, partnerships, trusts
                                            and other entities execute below:



- ------------------------------------        ------------------------------------
    Name (please type or print)                 Name (please type or print)



                                            By:
- ------------------------------------           ---------------------------------
          (Signature)                          (Signature of authorized officer,
                                               partner or trustee)



                                            Attest:
- ------------------------------------               -----------------------------
   Name (please  type  or print)                           (Signature)



- ------------------------------------        ------------------------------------
          (Signature)                                      (Address)



- ------------------------------------        ------------------------------------
           (Address)                                       (Address)



- ------------------------------------        ------------------------------------
          (Home Telephone)                       (Tax Identification Number)













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Attached to and incorporated in that certain Subscription  Agreement attached to
that certain Prospectus of Rub A Dub Soap, Inc.

Individuals execute below:



- ------------------------------------
         (Office Telephone)



- ------------------------------------
      (Social Security Number)


ACCEPTED this ___ day of _________, 2002.

                                            RUB A DUB SOAP, INC.



                                            By:
                                               ---------------------------------
                                               Ms. Lisa R. Powell, President


                                            ATTEST:



                                            ------------------------------------
                                                         (Signature)













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