ESCROW AGREEMENT (the  "Agreement")  made this __ day of December,  2000 between
Bodyguard  Records.com,  Inc.,  a  privately  owned  Delaware  corporation  with
principal  offices  at 138  Fulton  Street,  New  York,  New  York  10038,  (the
"Company") and Continental  Stock Transfer & Trust Company,  with an office at 2
Broadway, 19th Floor, New York, New York 10004 (the "Escrowee"). The Company and
the  Escrowee  are  sometimes  collectively  referred  to as the  "Parties"  and
individually as a "Party".


                              W I T N E S S E T H :

         WHEREAS,  the  Company  intends  to  conduct  a  public  offering  (the
"Offering")  of a minimum of 100,000  and a maximum of 400,000  shares of common
stock,  $.001 par value per share (the "Shares") at $2.50 per Share on a 100,000
Share-or-none-best  efforts basis pursuant to Form SB-2  Registration  Statement
No.  333-40444 (the  "Registration  Statement") as filed with the Securities and
Exchange  Commission (the "SEC") on June , 2000 and ordered effective by the SEC
on _________, the date the Company is authorized to accept subscriptions for the
Shares(the "Effective Date"); and

         WHEREAS, in accordance with the terms and conditions  enumerated in the
definitive  prospectus  contained in the  Registration  Statement  and dated the
Effective  Date,  a copy of which is annexed  hereto as  Exhibit  "A" and hereby
incorporated  herein by reference (the  "Prospectus"),  the Company  proposes to
establish an escrow arrangement with the Escrowee; and

         WHEREAS,  the Escrowee has agreed to act as escrow agent in  connection
with the deposit by the Company with the Escrowee of the gross proceeds received
from the sale of the Shares to subscribers in the Offering whether cash,  checks
or wire  transfers  (the  "Funds")  on the terms and  subject to the  conditions
hereinafter set forth; and

         WHEREAS,  the Escrowee has an agreement with The Chase  Manhattan Bank,
52 Broadway,  New York,  10004 (the "Bank") to establish a non-interest  bearing
escrow  account  into  which the  Escrowee  shall  deposit  the Funds (the "Bank
Account"); and

         WHEREAS, the Company understands and accepts that the Escrowee's duties
and responsibilities hereunder are purely ministerial in nature.

         NOW, THEREFORE, it is agreed as follows:

         1. Establishment of Escrow. By virtue of their respective  execution of
this Agreement, the Company's causing the delivery of the Funds to the Escrowee,
and the  Escrowee's  acceptance of the Funds no sooner than the Effective  Date,
the Parties  hereby  create the escrow made the subject of this  Agreement.  All
checks  representing  Funds shall be payable to  "Continental  Stock Transfer as
Escrow  Agent for  Bodyguard  Records.com".  On the day  following  the  receipt
thereof,  any check not  payable as  indicated  herein  shall be returned by the
escrowee to the  prospective  purchaser,  or if the  Escrowee  has  insufficient
information to do so, then to the Company. Any such check shall not be deemed to
have been  delivered to the  Escrowee  pursuant to this  Agreement.  The Company
hereby authorizes the Escrowee to deposit the Funds into the Bank Account and to
utilize, transfer and disburse the Funds as hereinafter provided. The


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<PAGE>


         2. Terms of the Escrow. Commencing with the execution of this Agreement
on or after the Effective  Date, and continuing  until the Company's  deposit of
$250,000  in Funds  which  shall have clear  collection  representing  the gross
proceeds from the sale of a minimum of 100,000  Shares (the "Cleared  Funds") or
90 calendar days from the date of this  Agreement  whichever  sooner occurs (the
"Minimum Sale  Termination  Date"),  the Escrowee shall act as escrow agent. The
Escrowee  agrees  to  receive  the  Funds  and  disburse  the  Cleared  Funds in
accordance with the following conditions:

         A.  Deposit  of  Funds.All  Funds  from  the  sale of  Shares  shall be
deposited in the Bank Account.  Prior to the making of each deposit, the Company
shall have  delivered  to the  Escrowee in writing:  (i) the name and address of
each subscriber to the Shares (the  "Subscriber");  (ii) the aggregate number of
Shares  subscribed for by the Subscriber;  and (iii) the aggregate Dollar amount
of such subscription (the "Subscription  Information").  Thereafter the Escrowee
shall  cause the Bank to process  all Funds for  collection  through the banking
system.  The Escrowee  shall not be required to accept Funds for credit into the
Bank  Account  which are not  accompanied  by all  Subscription  Information  or
received during the Escrowee's  normal business hours. The Escrowee shall notify
the Company,  on a daily basis, of the amount of Funds which have been deposited
in the Bank Account and of the amount of Cleared Funds in the Bank Account.

         B.  Successfully  Reaching the Minimum.  In the event that a minimum of
$250,000 in Cleared Funds from the sale of an aggregate of 100,000  Shares shall
have been  deposited  in the  Escrow  Account  on or  before  the  Minimum  Sale
Termination  Date,  then the  Escrowee  shall  furnish the Company  with written
notice to that effect.  The Escrowee  shall then be  authorized  and directed to
disburse  the  Cleared  Funds to the  Company  in  accordance  with the  written
instructions  received  from  the  Company.   Thereafter  this  Agreement  shall
automatically  terminate and the Escrowee  shall be discharged  without  further
action on behalf of any Party and without further notice to the Company.

         C.  Failure  to Reach  the  Minimum.  In the event  that a  minimum  of
$250,000 in Cleared Funds from the sale of an aggregate of 100,000  Shares shall
not have been  deposited  in the Escrow  Account on or before the  Minimum  Sale
Termination  Date or the  expiration of the  Collection  Period (as that term is
defined in Paragraph D below),  then the  Escrowee  shall  promptly,  via checks
drawn on the Bank Account, return to each Subscriber the amount of Cleared Funds
received  from such  Subscriber  and  deposited  into the Bank  Account  without
interest thereon or deduction  therefrom.  Any checks received after the Minimum
Sale  Termination  Date shall also be returned to Subscribers as aforesaid.  The
Escrowee  shall furnish the Company with prompt  written notice of the Company's
failure  to  meet  the  minimum  Share  sale  requirements  of  this  Agreement.
Thereafter this Agreement shall  automatically  terminate and the Escrowee shall
be discharged  without further action on behalf of any Party and without further
notice to the Company.

         D. Collection  Period. If, on the close of business on the Minimum Sale
Termination  Date a minimum of  $250,000  in  Cleared  Funds from the sale of an
aggregate of 100,000 Shares shall not have been deposited in the Escrow Account,


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<PAGE>

but a minimum of  $250,000  in Cleared  Funds from the sale of an  aggregate  of
100,000  Shares shall not have been deposited in the Escrow Account the Escrowee
shall have received Funds that if and when the same clear collection would bring
the of Cleared Funds to $250,000 or more,  then the Escrowee shall be authorized
to suspend  termination  of this  Agreement for a period of ten business days to
allow such Funds to clear  collection (the "Collection  Period").  If, following
the  Collection  Period,  a minimum of $250,000 in Cleared Funds shall have been
deposited in the Bank Account, the Escrowee shall

         E. Early  Termination.  In the event the Company  shall  terminate  the
Offering before the Minimum Sale Termination Date, the Company shall furnish the
Escrowee with prompt written notice to that effect  specifying the date on which
the  Offering has been  terminated  (the  "Termination  Date").  Thereafter  the
Escrowee shall  promptly,  via checks drawn on the Bank Account,  return to each
Subscriber  the  amount of  Cleared  Funds  received  from such  Subscriber  and
deposited into the Bank Account without interest thereon or deduction therefrom.
Any  checks  received  after  the  Termination  Date or which  have not  cleared
collection by that date shall be processed by the Escrowee. If and when the same
clear collection, they shall be returned to Subscribers as aforesaid. Thereafter
this  Agreement  shall  automatically   terminate  and  the  Escrowee  shall  be
discharged  without  further  action on behalf of any Party and without  further
notice to the Company.

         F.  Compensation  of the Escrowee.  The Escrowee shall receive a fee of
$100.00 per month for each month it serves as Escrowee and the reimbursement for
disbursements in connection with its time and expense incurred in fulfilling its
obligation pursuant to this Agreement  including,  but not limited to reasonable
counsel fees.  The Escrowee shall have a lien on the Cleared Funds to the extent
of its fees for services as Escrowee.  The Company agrees to pay the agreed upon
fee and disbursements to the Escrowee.

         G. Good Faith Action.  The Escrowee  shall not be liable for any action
taken or  omitted  hereunder,  or for the  misconduct of any
employee,  agent or  attorney  appointed  by it,  except in the case of  willful
misconduct or gross negligence.

         3. Rights and Remedies of the  Escrowee.  The  Escrowee  shall have the
following rights and remedies:

         A. Reliance.  The Escrowee shall be entitled to rely upon the accuracy,
act in reliance upon the  contents,  and assume the  genuineness  of any notice,
instruction, certificate, signature, instrument or other document which is given
to the Escrowee pursuant to this Agreement without the necessity of the Escrowee
verifying the truth or accuracy thereof.  The Escrowee shall not be obligated to
make any inquiry as to the  authority,  capacity,  existence  or identity of any
person purporting to give any such notice or instructions or to execute any such
certificate, instrument or other document;

         B. Counsel.  The Escrowee may confer with legal counsel in the event of
any dispute or question as to the construction of any of the provisions  hereof,
or its duties  hereunder,  and it shall incur no liability and it shall be fully
protected in acting in  accordance  with the opinions and  instructions  of such
counsel.  The Company hereby authorize the Escrowee to utilize the Cleared Funds
for the payment of any of the Escrowee's  legal fees unless the same are paid by
the Company;


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<PAGE>

         C. Remedies of Escrowee. The Escrowee is hereby authorized in the event
of any doubt as to the course of action he should take under this Agreement,  to
petition the American Arbitration  Association in the City of New York only, for
instructions or to interplead the Funds.  The Company agrees to the jurisdiction
of the American Arbitration  Association over their persons as well as the Funds
held by the Escrowee,  waive personal service of process, and agree that service
of process by certified mail, return receipt requested, to the address set forth
herein shall  constitute  adequate notice of service  hereunder and shall confer
personal jurisdiction on the American Arbitration Association in the City of New
York. The Company hereby agrees to indemnify and hold the Escrowee harmless from
any liability or losses  occasioned  thereby and to pay any and all of its cost,
expense and  attorneys'  fees incurred in any such action and agree that on such
petition or  interpleader  action that the  Escrowee  or its  employees  will be
relieved of further liability;

         D.  Resignation.  The  Escrowee  may  resign for any  reason,  upon ten
business  days  written  notice to the Company.  Should the  Escrowee  resign as
herein  provided,  it shall not be  required  to accept  any  deposit,  make any
disbursement  or otherwise  dispose of the Funds and/or Cleared  Funds,  but its
only duty shall be to hold the Funds and/or  Cleared  Funds for a period of five
business days  following the effective  date of the  Escrowee's  resignation  or
until they clear the banking system and become Cleared Funds,  whichever  sooner
occurs.  Thereafter,  and if a successor  Escrowee shall have been appointed and
written  notice  thereof  (including  the name  and  address  of such  successor
escrowee)  shall  have  been  given  to the  Escrowee  by the  Company  and such
successor  escrowee,  then the Escrowee shall pay over to the successor escrowee
the Funds and/or Cleared Funds, less any portion thereof  previously paid out in
accordance  with  this  Agreement.  In the  event  the  Escrowee  shall not have
received written notice signed by the Company and a successor escrowee, then the
resigning  Escrowee shall  promptly,  at its discretion  either:  (i) refund the
Funds and/or  Cleared  Funds to each  prospective  purchaser,  without  interest
thereon or  deduction  therefrom;  or (ii)  deposit  or deliver  the same to the
American  Arbitration  Association  in the City of New York.  Upon  either  such
delivery,  the  Escrowee  shall  automatically  be  released  from  any  and all
liability under this Agreement.  The Escrowee's resignation under this Paragraph
shall in no way change the terms and  conditions  of this  Agreement  concerning
reimbursement of expenses, indemnity and fees of the Escrowee;

         E. No Duty to Enforce Agreements. The Escrowee shall not be responsible
for or be required to enforce any of the terms or  conditions  of any  agreement
between  the  Company  and any broker or dealer  that the Company may recruit to
sell the Shares (the "Selling  Agent") nor shall the Escrowee be responsible for
the  performance  by any  Selling  Agent  or the  Company  of  either  of  their
obligations under this Agreement;

         F. No Duty to Accept Improperly  Transmitted  Funds. The Escrowee shall
not be required  to accept  from the  Company or any Selling  Agent any Funds or
Subscription  Information  pertaining  to  prospective  purchasers  unless  such
Subscription  Information  is  accompanied  by  checks,  cash or wire  transfers
meeting the  requirements of Section 2. A, nor shall the Escrowee be required to
keep records of any  information  with respect to Funds deposited by the Company


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<PAGE>

or any Selling  Agent  except as to the amount of such  payments.  However,  the
Escrowee shall notify the Company or any Selling Agent within a reasonable  time
of any discrepancy between the amount set forth in any Subscription  Information
and the amount delivered to the Escrowee therewith; and

         G.  Uncertain  Instructions.  If the  Escrowee is  uncertain  as to its
duties or rights hereunder or it shall receive  instructions with respect to the
Bank Account,  the Funds or the Cleared Funds which, in its sole  determination,
are in  conflict  either  with  other  instructions  received  by it or with any
provision  of this  Agreement,  it shall be  entitled  to hold the  Funds or the
Cleared  Funds,  or  any  portion  thereof,  in the  Bank  Account  pending  the
resolution of such  uncertainty to the  Escrowee's  sole  satisfaction.  In this
regard,  the  Escrowee  may  await a final  judgment  of a court  or  courts  of
competent  jurisdiction;  or deposit or transfer the Funds or the Cleared  Funds
with the American  Arbitration  Association in the City of New York. Upon either
such  delivery,  the Escrowee shall  automatically  be released from any and all
liability under this Agreement.

         4. Indemnification and Contribution.

         A.  The  Company  hereby  agrees  to  indemnify  the  Escrowee  and its
officers,  directors,  employees, agents and shareholders (collectively referred
to as the  "Indemnitees")  against,  and bold them harmless of and from, any and
all loss,  liability,  cost, damage and expense,  including without  limitation,
reasonable  counsel fees, which the Indemnitees may suffer or incur by reason of
any action,  claim or proceeding brought against the Indemnitees  arising out of
or  relating  in any way to this  Agreement  or any  transaction  to which  this
Agreement relates,  unless such action, claim or proceeding is the result of the
willful misconduct or gross negligence of the Indemnitees.

         B. If the indemnification provided for in this Section 9 is applicable,
but for any reason is held to be unavailable,  the Company shall contribute such
amounts as are just and equitable to pay, or to reimburse the  Indemnitees  for,
the aggregate of any and all losses,  liabilities,  costs, damages and expenses,
including  reasonable  counsel fees,  actually  incurred by the Indemnitees as a
result of or in  connection  with,  and any amount  paid in  settlement  of, any
action, claim or proceeding arising out of or relating in any way to any actions
or omissions of the Indenmitors.

         C. The  provisions of this Section 9 shall survive any  termination  of
this  Agreement,  whether by  disbursement  of of the Funds,  resignation of the
Escrowee or otherwise.

         5.  Representations  and Warranties of the Company.  The Company hereby
represents and warrants to the Escrowee as follows:

         A. The Company is a corporation duly organized, validly existing and in
good  standing  under the laws of the State of Delaware with power and authority
to conduct its business as the same is presently being conducted;

         B. The Company has the corporate power to enter into this Agreement and
to carry out its  obligations  hereunder.  The  execution  and  delivery of this
Agreement and the performance of its obligations  hereunder and the consummation
of the  transactions  contemplated  hereby  have  been  duly  authorized  by the
Company's Board of Directors,  and no other  corporate  action or proceedings on
the part of the  Company  is  necessary  to  authorize  this  Agreement  and the
transactions contemplated hereby;


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<PAGE>

         C. The  Company  is not  subject  to or  obligated  under any  charter,
by-laws or  contracts or any  license,  franchise  or permit,  or subject to any
order or decree, which would be breached or violated by the execution,  delivery
and  performance  of this  Agreement  by the  Company  in the  time  and  manner
contemplated herein;

         D. No party other than the Company  and the  Subscribers  have or shall
have any lien, claim or security  interest in the Funds, the Bank Account or any
part thereof;

         E. No financing  statement under the Uniform Commercial Code is on file
in any  jurisdiction  claiming a security  interest  in or  describing,  whether
specifically or generally, the Funds, the Bank Account or any part thereof;

         F. The  Subscription  Information  submitted with each deposit of Funds
shall, at the time of submission and at the time of the escrowee's  disbursement
of the Funds,  shall be deemed a  representation  and warranty that such deposit
represents  a bona fide payment by the  Subscriber  for the number of Shares set
forth in such Subscription Information;

         8.  Assignments.  This  Agreement  shall not be assigned by the Company
without the prior written  consent of the Escrowee and the written  agreement by
any assignee to be bound by the terms of this  Agreement.  This Agreement  shall
not be assigned by the Escrowee without the prior written consent of the Company
and the  written  agreement  by any  assignee  to be bound by the  terms of this
Agreement.

         9. Additional Instruments. Each of the Parties shall from time to time,
at the request of the others, execute,  acknowledge and deliver to the other any
and all further  instruments that may be reasonably required to give full effect
and force to the provisions of this Agreement.

         10. Entire  Agreement.  Each of the Parties hereby  covenants that this
Agreement  is  intended  to  and  does  contain  and  embody  herein  all of the
understandings and agreements,  both written or oral, of the Parties hereby with
respect to the subject matter of this  Agreement,  and that there exists no oral
agreement or understanding,  express or implied liability, whereby the absolute,
final and  unconditional  character and nature of this Agreement shall be in any
way invalidated, empowered or affected. There are no representations, warranties
or covenants other than those set forth herein.

         11. Laws of the State of New York.  This Agreement shall be governed by
and interpreted  under and construed in all respects in accordance with the laws
of the State of New York,  irrespective of the place of domicile or residence of
the Parties.

         12.  Originals.  This Agreement may be executed in counterparts each of
which so executed  shall be deemed an original and  constitute  one and the same
agreement.


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<PAGE>

         13.  Address of  Parties.  Each Party shall at all times keep the other
Party and the Escrowee  informed of its principal place of business if different
from that  stated  herein,  and shall  promptly  notify the other  Party and the
Escrowee in writing of any change, giving the address of the new principal place
of business.

         14.  Notices.  All  notices  that  are  required  to be or may be  sent
pursuant to the  provision of this  Agreement  shall be sent by certified  mail,
return receipt requested,  or via overnight  courier,  to each of the Parties at
the  addresses  appearing on the first page of this  Agreement,  and shall count
from the date of  receipt  as shown on the  return  receipt  mailing or the date
after the date of the airbill

         15.  Modification  and Waiver.  A modification  or waiver of any of the
provisions  of this  Agreement  shall be  effective  only if made in writing and
executed with the same formality as this Agreement.  The failure of any Party to
insist upon strict  performance of any of the provisions of this Agreement shall
not be  construed as a waiver of any  subsequent  default of the same or similar
nature or of any other nature or kind.

         IN WITNESS WHEREOF,  the undersigned have executed this Agreement as of
the day and year first above written.

Bodyguard Records.com, Inc.


BY:
   --------------------------------------------
     John Rollo, President

Continental Stock Transfer & Trust Company
As Escrowee Only


By:
    -------------------------------------------
       Roger Bernhammer, Vice President


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