DARBY ACQUISITION CORPORATION
                             SUBSCRIPTION AGREEMENT


To:  Darby Acquisition Corporation
     20 Corporate Woods Boulevard
     Albany, New York 12211

Gentlemen:

You have informed me that Darby Acquisition Corporation,  a Delaware corporation
(the "Company"),  is offering up to 120,000 shares of its $.001 par value common
stock (the  "Common  Stock") at a price of $10.00 per share as  described in and
offered  pursuant to the Prospectus  furnished to the undersigned  herewith (the
"Prospectus").  In addition,  you have informed me that the minimum subscription
is 250 shares.

1.  SUBSCRIPTION.  Subject to the terms and conditions  hereof,  the undersigned
hereby  tenders  this  subscription,  together  with  payment  in United  States
currency by check,  bank draft or money order  payable to "Capital  Bank & Trust
Company  as  escrow  agent  for  Darby  Acquisition  Corporation"  or any  other
consideration  satisfactory  to the  Company  (the  "Funds"),  representing  the
payment  of  $10.00  per share for the  number  of  shares of the  Common  Stock
indicated below.

2.  ACCEPTANCE OF  SUBSCRIPTION.  It is  understood  and agreed that the Company
shall have the right to accept or reject this  subscription in whole or in part,
for any reason  whatsoever.  The Company shall reject this  subscription,  if at
all, in writing  within ten business  days after  receipt of this  subscription.
Subscriptions  not  rejected by the Company  within this ten day period shall be
deemed accepted by the Company.  The Company may reduce the number of shares for
which the undersigned has subscribed,  indicating acceptance of less than all of
the shares subscribed on its written form of acceptance.

3.  ACKNOWLEDGMENTS.  The undersigned hereby acknowledges that he has received a
copy of the Prospectus and agrees to be bound by the terms of this Agreement.

4. REVOCATION.  The undersigned agrees that once this Subscription  Agreement is
accepted by the Company,  it may not be withdrawn by him.  Therefore,  until the
earlier of the  expiration  of ten business days after receipt by the Company of
this Subscription  Agreement or acceptance of this Subscription Agreement by the
Company, the undersigned may withdraw his or her subscription and receive a full
refund  of the  subscription  price.  The  undersigned  agrees  that,  except as
provided  in this  Section  4, he shall not  cancel,  terminate  or revoke  this
Subscription  Agreement or any agreement of the  undersigned  made hereunder and
that this  Subscription  Agreement  shall survive the death or disability of the
undersigned.

By executing  this  subscription  agreement,  the  subscriber is not waiving any
rights he may have under federal  securities laws,  including the Securities Act
of 1933, as amended and the Securities Exchange Act of 1934, as amended.




Please  fill in the  information  requested  below,  make your check  payable to
"Capital Bank & Trust Company as escrow agent for Darby Acquisition Corporation"
and mail Subscription Agreement, Stock Certificate Registration Instructions and
check to the  attention  of Roger D.  Shearer,  President  and  Chief  Executive
Officer, Darby Acquisition  Corporation,  16 Corporate Woods Boulevard,  Albany,
New York 12211.


_______________                                  _____________________________
No. of Shares                                    (Signature of Subscriber)
Subscribed

$______________                                  _____________________________
Funds Tendered ($10.00                           Name (Please Print or Type)
per share subscribed)

Date:______________, 2001 _______

Phone Number:

__________________ (Home)

__________________ (Office)

______________________________
(residence street address)

______________________________
(city, state and zip code)

______________________________
(social security or other taxpayer
identification number)