<SEQUENCE>2

<FILENAME>exhibit4_1.txt

<DESCRIPTION>EXHIBIT 4.1 - SUBSCRIPTION AGREEMENT

<TEXT>



                             SUBSCRIPTION AGREEMENT

                             ----------------------





Dear Subscriber:



     You (the "Subscriber")  hereby agree to purchase,  and ICOA, Inc., a Nevada

corporation  (the  "Company")  hereby  agrees  to  issue  and  to  sell  to  the

Subscriber, Secured 9% Convertible Notes (the "Notes") convertible in accordance

with the terms  thereof  into shares of the  Company's  $.0001 par value  common

stock (the "Company Shares") for the aggregate consideration as set forth on the

signature  page  hereof  ("Purchase  Price").  The form of  Convertible  Note is

annexed hereto as Exhibit A. (The Company Shares  included in the Securities (as

hereinafter defined) are sometimes referred to herein as the "Shares" or "Common

Stock").  (The  Notes,  the  Company  Shares,  Common  Stock  Purchase  Warrants

("Warrants") issuable to the recipients identified on Schedule B hereto, and the

Common Stock issuable upon exercise of the Warrants are collectively referred to

herein  as,  the  "Securities").  Upon  acceptance  of  this  Agreement  by  the

Subscriber,  the  Company  shall issue and  deliver to the  Subscriber  the Note

against payment, by federal funds wire transfer of the Purchase Price.



          The following terms and conditions shall apply to this subscription.



          1. Subscriber's  Representations and Warranties. The Subscriber hereby

represents and warrants to and agrees with the Company that:



             (a) Information on Company.  The Subscriber has been furnished with

the Company's (i) Amendment No. 4 to its Form SB-2 registration  statement under

file  number  333-51028  which was  declared  effective  by the  Securities  and

Exchange  Commission  (the  "Commission")  on  April  5,  2001,  (ii)  Form  8-A

registration  statement  which was filed with the  Commission  on April 5, 2001,

(iii) quarterly report on Form 10-QSB which was filed with the Commission on May

15, 2001, (iv) current report on Form 8-K which was filed with the Commission on

May 25, 2001, (v) Amendment No. 1 to its Form SB-2 registration  statement under

file number  333-61880 which was filed with the Commission on June 21, 2001, and

(vi) Form S-8 registration statement under file number 333-62122 which was filed

with the Commission on June 1, 2001,  together with all subsequently filed forms

10-QSB  and  other   publicly   available   filings  made  with  the  Commission

(hereinafter  referred to as the  "Reports").  In addition,  the  Subscriber has

received  from  the  Company  such  other  written  information  concerning  its

operations,  financial  condition  and  other  matters  as  the  Subscriber  has

requested,  and considered all factors the Subscriber deems material in deciding

on the advisability of investing in the Securities (such  information in writing

is collectively, the "Other Written Information").



             (b)  Information  on  Subscriber.  The Subscriber is an "accredited

investor", as such term is defined in Regulation D promulgated by the Commission

under the Securities Act of 1933, as amended (the "1933 Act"), is experienced in

investments and business matters,  has made investments of a speculative  nature

and has  purchased  securities  of United  States  publicly-owned  companies  in

private placements in the past and, with its representatives, has such knowledge

and  experience in financial,  tax and other  business  matters as to enable the

Subscriber to utilize the information  made available by the Company to evaluate

the merits and risks of and to make an informed investment decision with respect

to the  proposed  purchase,  which  represents  a  speculative  investment.  The

Subscriber  has the authority and is duly and legally  qualified to purchase and

own the  Securities.  The Subscriber is able to bear the risk of such investment

for an indefinite period and to afford a complete loss thereof.  The information

set forth on the signature page hereto regarding the Subscriber is accurate.





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             (c) Purchase of Note.  On the Closing  Date,  the  Subscriber  will

purchase  the Note for its own account  and not with a view to any  distribution

thereof.



             (d) Compliance with Securities Act. The Subscriber  understands and

agrees  that the  Securities  have not been  registered  under the 1933 Act,  by

reason of their  issuance in a  transaction  that does not require  registration

under the 1933 Act (based in part on the  accuracy  of the  representations  and

warranties of Subscriber  contained  herein),  and that such  Securities must be

held unless a  subsequent  disposition  is  registered  under the 1933 Act or is

exempt from such registration.



             (e) Company Shares Legend.  The Company  Shares,  and the shares of

Common  Stock  issuable  upon  the  exercise  of the  Warrants,  shall  bear the

following legend:



"THE SHARES  REPRESENTED BY THIS  CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE

SECURITIES ACT OF 1933, AS AMENDED OR UNDER  APPLICABLE  STATE  SECURITIES LAWS.

THESE SHARES MAY NOT BE SOLD,  OFFERED FOR SALE,  PLEDGED OR HYPOTHECATED IN THE

ABSENCE OF AN EFFECTIVE  REGISTRATION  STATEMENT  UNDER SUCH  SECURITIES ACT AND

UNDER  APPLICABLE  STATE  SECURITIES  LAWS OR AN OPINION  OF COUNSEL  REASONABLY

SATISFACTORY TO ICOA, INC. THAT SUCH REGISTRATION IS NOT REQUIRED."



             (f) Warrants Legend. The Warrants shall bear the following legend:



"THIS WARRANT AND THE COMMON SHARES  ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE

NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS  AMENDED  OR UNDER

APPLICABLE  STATE  SECURITIES  LAWS. THIS WARRANT AND THE COMMON SHARES ISSUABLE

UPON  EXERCISE  OF THIS  WARRANT MAY NOT BE SOLD,  OFFERED FOR SALE,  PLEDGED OR

HYPOTHECATED  IN THE ABSENCE OF AN EFFECTIVE  REGISTRATION  STATEMENT AS TO THIS

WARRANT UNDER SAID ACT AND UNDER  APPLICABLE STATE SECURITIES LAWS OR AN OPINION

OF COUNSEL  REASONABLY  SATISFACTORY TO ICOA, INC. THAT SUCH REGISTRATION IS NOT

REQUIRED."



             (g) Note Legend. The Note shall bear the following legend:



"THIS NOTE AND THE COMMON SHARES  ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT

BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR UNDER APPLICABLE

STATE  SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION

OF THIS NOTE MAY NOT BE SOLD,  OFFERED FOR SALE,  PLEDGED OR HYPOTHECATED IN THE

ABSENCE OF AN  EFFECTIVE  REGISTRATION  STATEMENT AS TO THIS NOTE UNDER SAID ACT

AND UNDER APPLICABLE  STATE SECURITIES LAWS OR AN OPINION OF COUNSEL  REASONABLY

SATISFACTORY TO ICOA, INC. THAT SUCH REGISTRATION IS NOT REQUIRED."



             (h)  Communication  of Offer.  The offer to sell the Securities was

directly communicated to the Subscriber. At no time was the Subscriber presented

with or  solicited  by any  leaflet,  newspaper  or magazine  article,  radio or

television advertisement,  or any other form of general advertising or solicited

or invited to attend a promotional  meeting  otherwise  than in  connection  and

concurrently with such communicated offer.



             (i) Correctness of Representations.  The Subscriber represents that

the foregoing representations and warranties are true and correct as of the date

hereof and,  unless the Subscriber  otherwise





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notifies the Company prior to the Closing Date (as hereinafter  defined),  shall

be true and correct as of the Closing Date.  The foregoing  representations  and

warranties shall survive the Closing Date.



          2. Company Representations and Warranties.  The Company represents and

warrants to and agrees with the Subscriber that:



             (a) Due Incorporation.  The Company and each of its subsidiaries is

a corporation  duly organized,  validly  existing and in good standing under the

laws of the  respective  jurisdictions  of  their  incorporation  and  have  the

requisite corporate power to own their properties and to carry on their business

as now  being  conducted.  The  Company  and  each of its  subsidiaries  is duly

qualified as a foreign  corporation  to do business  and is in good  standing in

each jurisdiction  where the nature of the business  conducted or property owned

by it makes such  qualification  necessary,  other than those  jurisdictions  in

which the failure to so qualify would not have a material  adverse effect on the

business,  operations or prospects or condition  (financial or otherwise) of the

Company.



             (b) Outstanding Stock. All issued and outstanding shares of capital

stock of the Company and each of its  subsidiaries  has been duly authorized and

validly issued and are fully paid and non-assessable.



             (c)  Authority;   Enforceability.  This  Agreement  has  been  duly

authorized,  executed  and  delivered  by the Company and is a valid and binding

agreement  enforceable  in  accordance  with its terms,  subject to  bankruptcy,

insolvency, fraudulent transfer, reorganization,  moratorium and similar laws of

general  applicability  relating to or affecting creditors' rights generally and

to general  principles of equity;  and the Company has full corporate  power and

authority  necessary to enter into this Agreement and to perform its obligations

hereunder and all other agreements entered into by the Company relating hereto.



             (d) Additional  Issuances.  There are no outstanding  agreements or

preemptive or similar rights  affecting the Company's common stock or equity and

no  outstanding   rights,   warrants  or  options  to  acquire,  or  instruments

convertible  into or  exchangeable  for, or  agreements or  understandings  with

respect to the sale or issuance  of any shares of common  stock or equity of the

Company or other  equity  interest in any of the  subsidiaries  of the  Company,

except as described in the Reports or Other Written Information.



             (e) Consents. No consent,  approval,  authorization or order of any

court,  governmental  agency or body or arbitrator having  jurisdiction over the

Company,  or  any  of  its  affiliates,   the  NASD,  NASDAQ  or  the  Company's

Shareholders  is  required  for  execution  of this  Agreement,  and  all  other

agreements  entered into by the Company  relating  thereto,  including,  without

limitation  issuance  and sale of the  Securities,  and the  performance  of the

Company's obligations hereunder.



             (f) No  Violation or Conflict.  Assuming  the  representations  and

warranties  of the  Subscriber  in  Paragraph  1 are  true and  correct  and the

Subscriber  complies  with its  obligations  under this  Agreement,  neither the

issuance and sale of the Securities nor the performance of its obligations under

this  Agreement and all other  agreements  entered into by the Company  relating

thereto by the Company will:



                 (i)  violate,   conflict  with,  result  in  a  breach  of,  or

constitute  a default  (or an event which with the giving of notice or the lapse

of time or both would be reasonably  likely to  constitute a default)  under (A)

the  articles of  incorporation,  charter or bylaws of the Company or any of its

affiliates,  (B) to the Company's knowledge, any decree,  judgment,  order, law,

treaty,  rule,  regulation or determination  applicable to the Company or any of

its affiliates of any court,  governmental  agency or body, or arbitrator having

jurisdiction over the Company or any of its affiliates or over the properties or

assets of the Company





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<PAGE>



or any of its affiliates  except as to foreign law applicable to the Subscriber,

(C)  the  terms  of  any  bond,  debenture,   note  or  any  other  evidence  of

indebtedness,  or any agreement,  stock option or other similar plan, indenture,

lease,  mortgage,  deed of trust or other instrument to which the Company or any

of its  affiliates is a party,  by which the Company or any of its affiliates is

bound, or to which any of the properties of the Company or any of its affiliates

is  subject,  or (D) the terms of any  "lock-up"  or  similar  provision  of any

underwriting or similar agreement to which the Company, or any of its affiliates

is a party; or



                 (ii) result in the creation or imposition  of any lien,  charge

or encumbrance  upon the Securities or any of the assets of the Company,  or any

of its affiliates.



             (g) The Securities. The Securities upon issuance:



                 (i) are, or will be, free and clear of any security  interests,

liens, claims or other encumbrances, subject to restrictions upon transfer under

the 1933 Act and State laws;



                 (ii) have been, or will be, duly and validly  authorized and on

the date of issuance and on the Closing Date, as  hereinafter  defined,  and the

date the Note is converted,  and the Warrants are exercised, the Securities will

be duly and validly  issued,  fully paid and  nonassessable  (and if  registered

pursuant  to the 1933 Act,  and resold  pursuant  to an  effective  registration

statement  will be free trading and  unrestricted,  provided that the Subscriber

complies with the Prospectus delivery requirements);

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