SUBSCRIPTION AGREEMENT

                             Birch Financial, Inc.
                               15722 Kadota St.
                           Sylmar, California 91342


     THIS SUBSCRIPTION AGREEMENT made this ____ day of ______________, 2001,
by and between Birch Financial, Inc., a Nevada corporation (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 $0.01
par value Common Stock (the "Shares") of the Issuer at $1.25 pre share and
herewith tenders a subscription to the Issuer in the amount of
______________________________________________ Dollars ($_______________)
which the Subscriber has tendered herewith as payment for the Shares.  This
Subscription Agreement ("Subscription") is an irrevocable offer by the
Subscriber to subscribe for the Shares offered by the Issuer, and, subject to
the terms hereof, shall become a contract for the sale of said Shares upon the
acceptance thereof by the Issuer, and, subject to the terms hereof, shall have
become a contract for the sale of said Shares upon the acceptance thereof by
the Issuer.

2.  Acceptance.  This Subscription 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 Subscription Agreement shall be null, void
and of no effect.  Acceptance of this 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:

     (a) The Subscriber's representations in this Agreement are complete and
     accurate to the best of the Subscriber's knowledge, and the Company and
     any sales agent may rely upon them.  The Subscriber will notify the
     Company and any such agent immediately if any material change occurs in
     any of this information before the sale of the Shares.

     (b) The Subscriber hereby agrees that he does not have the right to
     cancel this Subscription Agreement which shall survive the death,
     disability, or the cessation of existence as a legal entity, of the

<PAGE>

     Subscriber.  Further, the Subscriber agrees that he does not have the
     right, and will not attempt, to transfer his interest herein.

     (c) The Subscriber shall indemnify and hold the Issuer harmless from all
     costs and expenses, including reasonable attorney's fees, incurred by the
     Issuer as a result of a breach hereof by the Subscriber.  Further, all of
     the representations and warranties of the Subscriber contained herein and
     all information furnished by the Subscriber to the Company are true,
     correct and complete in all respects, and the Subscriber agrees to notify
     the Company immediately of any change in any representation, warranty or
     other information set forth herein.

     (d) This Agreement when fully executed and delivered by the Company will
     constitute a valid and legally binding obligation of the Subscriber,
     enforceable in accordance with its terms.  The Subscriber, if it is a
     partnership, joint venture, corporation, trust or other entity, was not
     formed or organized for the specific purpose of acquiring the Shares.
     The purchase of the Shares by the Subscriber, if it is an entity, is a
     permissible investment in accordance with the Subscriber's Articles of
     Incorporation, by-laws, partnership agreement, declaration of trust or
     other similar charter document, and has been duly approved by all
     requisite action by the entity's owners, directors, officers or other
     authorized managers.  The person signing this document and all documents
     necessary to consummate the purchase of the Shares has all requisite
     authority to sign such documents on behalf of the Subscriber, if it is an
     entity investor.

     (e) 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.

     (f) The Shares were offered to the Subscriber in the State of
     ______________________.

4.  Governing Law.  This Subscription shall be governed by the laws of the
State of Nevada.

5.  Entire Agreement.  This Subscription 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.

<PAGE>

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 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

     _____ Community Property

     _____ Trust

     _____ Corporation

     _____ Partnership

     _____ Other: ________________________

<PAGE>

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:

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