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  which the  Subscriber  has reviewed  and is familiar  with the
contents thereof.

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

           ORGANIZATION(S) SIGN HERE:

           SUBSCRIBER:

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


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            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