SUBSCRIPTION AGREEMENT

This Subscription Agreement made this ____ day of ______________, 2001 (the
"Agreement"), by and between Bodyguard Records.com, Inc., a Delaware corporation
with an office at 138 Fulton Street, New York, New York 10038 (the "Issuer" or
the "Company"), and __________________________ (the "Subscriber"), who, for, and
in consideration of the mutual promises and covenants set forth herein, do
hereto agree as follows:

1. Subscription. The Subscriber hereby subscribes for ______ shares of $.001 par
value Common Stock (the "Shares") of the Issuer at $2.50 per Share and herewith
tenders a subscription to the Issuer in the amount of ________________________
Dollars ($_______________) which the Subscriber has tendered herewith as payment
for the Shares (the "Subscription"). This Agreement is an irrevocable offer by
the Subscriber to subscribe for the Shares offered by the Issuer. Subject to the
terms hereof, this Agreement shall become a contract for the sale of said Shares
upon the acceptance thereof by the Issuer.

2. Acceptance. This Agreement is made subject to the Company's discretionary
right to accept or reject the subscription herein, and the Subscriber will be
notified upon closing of the offering (the "Acceptance Date") whether the
subscription has been accepted. If the Issuer shall for any reason reject this
Subscription, the Subscription will be refunded in full, without interest, and
this Agreement shall be null, void and of no effect. Acceptance of the
Subscription by the Issuer will be evidenced by the execution hereof by an
officer of the Issuer.

3. Subscriber Representations. The Subscriber hereby represents and warrants
that in connection with this offering the Subscriber has received a prospectus
from the Company.

4. Governing Law. This Agreement shall be governed by the laws of the State of
New Jersey regardless of the residence or domicile of the Subscriber.

5. Entire Agreement. This Agreement together with the other documents executed
contemporaneously herewith, constitute the entire agreement between the parties
with respect to the matters covered thereby, and may only be amended by a
writing executed by all parties hereto.

6. Survival of Representations. The representations, warranties, acknowledgments
and agreements made by the Subscriber shall survive the acceptance of this
Subscription and run in favor of, and for the benefit of, the Company.

7. Power of Attorney of Spouse. If the Subscriber is a married person, the
Subscriber agrees to cause the Subscriber's spouse to execute this Agreement at
the space provided for that spouse's signature immediately following the
signature of the


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Subscriber, and by such signature hereto said spouse certifies that the said
spouse is the spouse of the person who signed this Agreement, that said spouse
has read and approves the provisions hereof and hereby consents and agrees to
this Agreement and agrees to be bound by and accept such provisions of this
Agreement in lieu of all other interests said spouse may have in the Company,
whether such interest be community property or otherwise. Said spouse grants to
the subscriber irrevocable power of attorney to represent said spouse in all
matters connected with the Company to the end that, in all cases, the Company
may rely on any approval, direction, vote or action taken by the Subscriber, as
said spouse's attorney-in-fact. Such power of attorney is, and shall be deemed
to be, coupled with an interest so that the authority granted hereby may
continue during the entire period of the Company and regardless of the death or
incapacity of the spouse granting the same. Said spouse further agrees to
execute, acknowledge and deliver such other and further instruments and
documents as may be required to evidence such power of attorney.

8. No waiver of modification of any of the terms of this Agreement shall be
valid unless in writing. No wavier of a breach of, or default under, any
provision hereof shall be deemed a waiver of such provision or of any subsequent
breach or default of the same or similar nature or of any other provision or
condition of this Agreement.

9. Counterparts. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall be
deemed an original, but all of which together shall constitute one and the same
instrument.

10. Notices. Except as otherwise required in this Agreement, any notice required
or permitted under this Agreement shall be given in writing and shall be deemed
effectively given upon personal delivery or upon deposit with the United States
Post Office, by registered or certified mail, postage prepaid, addressed to the
last known address of the party.

11. Non-Assignability. The obligations of the Subscriber hereunder shall not be
delegated or assigned to any other party without the prior written consent of
the Company.

12. Expenses. Each party shall pay all of its costs and expenses that it incurs
with respect to the negotiation, execution and delivery of this Agreement.

13. Form of Ownership. Please indicate the form of ownership that the Subscriber
desires for the Shares:

_____ Individual

_____ Joint Tenants with Right of Survivorship

_____ Tenants in Common


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_____ Community Property

_____ Trust

_____ Corporation

_____ Partnership

_____ Other: ________________________


By signing this agreement the subscriber has not waived any rights under the
Securities Act of 1933 and the Securities Exchange Act of 1934.

            INDIVIDUAL(S) SIGN HERE:

           SUBSCRIBER:

           -----------------------------------     ---------------------------
           Signature                               Date

           -----------------------------------     ---------------------------
           Printed Name

           -----------------------------------
           Address

           -----------------------------------
           City                State     Zip

           -------------------------               ---------------------------
           Social Security No.                     Number of Shares Subscribed
                                                   For Purchase

           SPOUSE OF SUBSCRIBER:

           -----------------------------------
           Signature


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            ORGANIZATION(S) SIGN HERE:

           SUBSCRIBER:

           -----------------------------------     ---------------------------
           Print name of organization              Date

           By

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


           Title

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


           -----------------------------------
           Address

           -----------------------------------
           City

           -----------------------------------     ---------------------------
           Federal ID Number (EIN)                 Number of Shares Subscribed
                                                   for Purchase


            ACCEPTED: Birch Financial

            By --------------------------------     ---------------------------
                 Efraim Donitz                       Date