BODYGUARD RECORDS.COM, INC.
                   ACCREDITED INVESTOR SUBSCRIPTION AGREEMENT

         SUBSCRIPTION AGREEMENT (the "Agreement") 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 the individual, firm
or entity  executing this Agreement on the last page hereof (the  "Subscriber").
The Offering (as that term is hereinafter  defined) shall be offered only to and
consummated strictly with "Accredited Investors" as that term is defined in Rule
501(a) of Regulation D under the Securities Act of 1933, as amended (the "Act").
This Agreement  sets forth the terms under which the  Subscriber  will invest in
the Company.

         1. Description of the Offering.  The offering  consists of an aggregate
of 310,000  authorized but unissued shares of the Company's Common Stock,  $.001
par value per share (the "Shares")  offered at $.20 per Share or an aggregate of
$62,000 if all 310,000 Shares are sold (the "Offering"). The Company is offering
the Shares on a strictly  best  efforts  basis with no minimum  number of Shares
that must be purchased; and with no escrow provisions or protection. The Company
is  offering  the  Shares  for a period of 60 days  (subject  to a single 30 day
extension) by its officers and directors who will serve in this capacity without
compensation.  All  proceeds  from the sale of the Shares  will  immediately  be
deposited in the Company's operating account at the Summit Bank, 1300 Highway 36
and Middle Road, Hazlet,  New Jersey 04730; and thereafter  utilized for general
working capital  purposes.  The Shares will be  unregistered  securities as that
term is  defined  under the Act and will be  ineligible  for  public  sale for a
period of 12 months from the date of  issuance.  Accordingly,  all  certificates
representing the Shares will bear a restrictive legend on their face and will be
subject to a stop transfer  order on the books and records of the Company and/or
the Company's transfer agent.

         2. Terms of the Offering. Certificates representing the Shares shall be
registered in the name(s) of the beneficial  owner(s) as they appear on the last
page of this Agreement and thereafter mailed to the address appearing therein as
soon as possible following the date the Subscriber's funds clear collection. The
execution of this Agreement is a condition  precedent to a valid subscription to
the  Shares.  Execution  of this  Agreement  shall  constitute  an  offer by the
Subscriber  to subscribe to the Shares in the amount and on the terms  specified
herein.  The Company  reserves the right, in its sole  discretion,  to reject in
whole or in part, any subscription offer. If the Subscriber's offer is accepted,
the Company will execute a copy of this  Agreement and return it to  Subscriber.
Upon execution of this  Agreement,  the Company will deliver to the Subscriber a
certificate  representing  the number of Shares  purchased  duly executed by the
President and Secretary of the Company.

         3.  Subscription  Payment.  Subscription  to the Shares requires a cash
investment of $.20 per Share. The subscription  price will be payable in cash in
full on subscription.

         4. Immediate Use of Subscriptions  by the Company.  As described above,
the Company is  conducting  the offering  without a minimum  number or amount of
Shares  that  must  be  sold  and  without  escrow   provisions  or  protection.


                                       1

<PAGE>


Accordingly,  all funds forwarded directly to the Company by the Subscriber upon
the execution of this  Agreement  will  immediately be deposited in an operating
account maintained by the Company and thereafter utilized for working capital to
implement the Company's proposed operations.  The Company is offering the Shares
through  its  management  and or advisors  without the use of selling  agents or
brokers.  However, and in the event the same becomes necessary or warranted, the
Company  has  reserved  the right to utilize the  services of selling  agents or
broker and to pay the same reasonable commissions and expenses.

         5. Description of the Company. A detailed  description of the Company's
business as well as the risks associated with the Company's proposed  operations
and its  financial  condition  is  described  in  Exhibit  "A"  annexed  to this
Agreement  as an exhibit  and the text of which is  incorporated  herein by this
reference (the "Exhibit").  The Subscriber  hereby  acknowledges  receipt of the
Exhibit  and  represents  that the  Subscriber  has  read the same  prior to the
signing of this Agreement.  In addition, and simultaneously with the delivery of
this  Agreement,  the Company has afforded the Subscriber the opportunity to ask
questions of and receive answers from  management of the Company  concerning the
information disclosed in the Exhibit.

         6. The Company's  Representations  and  Warranties.  The Company hereby
represents and warrants to the Subscriber as follows:

         (a) The Company is a corporation  duly formed,  validly existing and in
good  standing  under the laws of the  State of  Delaware  with  full  power and
authority to conduct its business;

         (b) The Company has the corporate power to execute, deliver and perform
this Agreement in the time and manner contemplated,  and has taken all requisite
corporate action to issue and deliver the Shares; and

         (c) The Shares will be, upon  issuance and delivery to the  Subscriber,
duly  and  validly  issued,  fully  paid  and  non-assessable  with no  personal
liability attaching to the ownership thereof.

         7.  Subscriber's   Representations,   Warranties  and  Covenants.   The
Subscriber  hereby  represents and warrants to and covenants with the Company as
follows:

         (a) The Subscriber:  (i) is over the age of 21; (ii) has adequate means
of providing for the Subscriber's current needs and possible contingencies,  and
the Subscriber has no need for liquidity of the  Subscriber's  investment in the
Company;  (iii) can bear the  economic  risk of losing the  Subscriber's  entire
investment in the Shares; (iv) has such knowledge and experience in business and
financial  matters that the  Subscriber  is capable of  evaluating  the relative
risks  and  merits  of this  investment;  (v) has  reviewed  the  definition  of
"Accredited  Investor"  under  the Act and  affirms  that the  Subscriber  is an
"Accredited  Investor";  (vi)  has  not  relied  upon  any  oral  statements  or
representations  by the Company or its  principals;  and (vii)  understands  the
development  stage nature of the Company  speculative  nature and uncertainty of
the Company's business;


                                       2

<PAGE>


         (b) The  Subscriber  has had an  opportunity  to ask  questions  of and
receive  answers  from the Company or a person or persons  acting on its behalf,
concerning  the terms and  conditions of this  investment and the content of the
Exhibit;

         (c) The  Subscriber's  compliance with the terms and conditions of this
Agreement will not conflict with any  instrument or agreement  pertaining to the
Shares or the transactions contemplated herein; and will not conflict in, result
in a breach  of, or  constitute  a default  under  any  instrument  to which the
Subscriber is a party or the Shares are the subject;

         (d) The  Subscriber  will  seek the  Subscriber's  own  legal,  tax and
investment advice concerning tax implications attendant upon the purchase of the
Shares and  understands  and  accepts  that the  Company  is  relying  upon this
representation  insofar as disclosure of legal,  tax and  investment  matters is
concerned;

         (e) The Subscriber acknowledges,  accepts and understands that: (i) the
and the Shares will be `restricted securities' as that term is defined under the
Act;  (ii) the  Subscriber  will be acquiring  the and the Shares solely for the
Subscriber's own account, for investment purposes and without a view towards the
resale  or  distribution  thereof;  (iii) the  Subscriber  will hold the and the
Shares for the applicable one or two year holding period  proscribed by Rule 144
under the Act; and (iv) any sale of the and the Shares will be accomplished only
in  accordance  with the Act or the  rules  and  regulations  of the  Commission
adopted  thereunder.   In  addition,  the  Subscriber  hereby  consents  to  the
imprinting  of a  standard  form  of  restrictive  legend  on  all  certificates
representing  the and the Shares as well as the imposition of a standard form of
stop  transfer  order against the and the Shares on the books and records of the
Company's transfer agent;

         (f) The Subscriber  understands that the Company is under no obligation
to register the and the Shares under the Act or to comply with the  requirements
for  any  exemption  which  might  otherwise  be  available,  or to  supply  the
Subscriber  with any  information  necessary  to enable the  Subscriber  to make
routine  sales of the and the  Shares  under  Rule 144 or any other  rule of the
Rules and Regulations of the Commission adopted under the Act; and

         (g) If the  Subscriber  is a  corporation,  partnership,  trust  or any
unincorporated association: (i) the person executing this Agreement does so with
full right,  power and authority to make this investment;  (ii) that such entity
was not formed for the specific  purpose of making an investment in the Company;
and (iii) that all further  representations  and warranties made herein are true
and  correct  with  respect  to  such   corporation,   partnership,   trust  and
unincorporated association.

         The foregoing  representations  and warranties are true and accurate as
of the date hereof and shall be true and  accurate as of the date of delivery of
the  subscription  to the Company and shall  survive such  delivery.  If, in any
respect, such representations and warranties shall not be true and accurate, the
Subscriber  shall give written  notice of such fact to the  Company,  specifying
which  representations  and warranties are not true and accurate and the reasons
therefor.


                                       3

<PAGE>


         8. Responsibility.  The Company or its officers and directors shall not
be liable,  responsible or accountable in damages or otherwise to Subscriber for
any act or omission  performed  or omitted by them in good faith and in a manner
reasonably  believed by them to be within the scope of the authority  granted to
them by this  Agreement and in the best  interests of the Company  provided they
were not guilty of gross negligence,  willful or wanton  misconduct,  fraud, bad
faith or any  other  breach  of  fiduciary  duty  with  respect  to such acts or
omissions.

         9. Registration of the Preferred Shares.  The Company has undertaken to
utilize  its best  efforts to include  the  Preferred  Shares in a  Registration
Statement  filed  with the SEC under the Act.  The terms and  conditions  of the
Company's undertaking are set forth in the Memorandum.

         10. Miscellaneous.

         (a) This  Agreement  shall be  deemed to have been made in and shall be
governed by and  interpreted  under and  construed in all respects in accordance
with the laws of the State of Nevada,  irrespective  of the place of domicile or
residence of any  Subscriber.  In the event of a controversy  arising out of the
interpretation,  construction,  performance  or  breach of this  Agreement,  the
Company and the  Subscriber  hereby  agree and consent to the  jurisdiction  and
venue of the United  States  District  Court for the  District  of  Nevada;  and
further agree and consent that personal service or process in any such action or
proceeding  outside of the State of Nevada and Clark County shall be  tantamount
to service in person  within  Clark  County,  Nevada,  and will confer  personal
jurisdiction and venue on the aforesaid Court;

         (b) The Company and the Subscriber  hereby covenant that this Agreement
is intended to and does contain and embody herein all of the  understandings and
Agreements, both written or oral, of the Company and the Subscriber 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 or warranties
other than those set forth herein;

         (c) The headings of this  Agreement are for  convenient  reference only
and they shall not limit or otherwise affect the interpretation or effect of any
terms or provisions hereof;

         (d) This Agreement shall not be changed or terminated  orally except as
set forth herein.  All of the terms and  provisions of this  Agreement  shall be
binding upon and inure to the benefit of and be  enforceable  by and against the
successors and assigns of the Company and the heirs,  executors,  administrators
and assigns of the Subscriber; and

         (e) 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 either the Company or the Subscriber 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.


                                       4

<PAGE>


12.  Subscription  Application.  The  Subscriber  hereby  offers to purchase and
subscribe  to______  Shares;  and  encloses  payment  of  $.20  for  each  Share
subscribed for herein.

                                 SIGNATURE PAGE

                                 For Individuals


                                 ----------------------------------
                                 Signature of Individual Subscriber


                                 ----------------------------------
                                 Name of Subscriber (please print)


                                 ----------------------------------
                                 Street Address - Residence (please print)


                                 ----------------------------------
                                 City, State and Zip Code (please print)


                                 Social Security Number


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

                                 AGREED TO AND ACCEPTED:

                                 BODYGUARD RECORDS.COM, INC.


                                 BY:________________________________
                                           John Rollo, President


                                       5


<PAGE>


12.  Application for Partnership  Subscribers.  The Subscriber  hereby offers to
purchase and subscribe  to______  Shares;  and encloses payment of $.20 for each
Share subscribed for herein.

                                 SIGNATURE PAGE

                                 For Partnership


                                 ----------------------------------
                                 Name of Partnership (please print)


                                 BY:_______________________________
                                    Signature of General Partner

                                 --------------------------------
                                 Name and Title of Authorized
                                 Signatory (please print)

                                 ---------------------------------
                                 Business Address (please print)


                                 ----------------------------------
                                 City, State and Zip Code (please print)

                                 Tax Identification Number

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

                                 AGREED TO AND ACCEPTED:

                                 BODYGUARD RECORDS.COM, INC.


                                 BY:________________________________
                                    John Rollo, President


                                       6

<PAGE>


12.  Application  for Corporate  Subscribers.  The  Subscriber  hereby offers to
purchase and subscribe  to______  Shares;  and encloses payment of $.20 for each
Share subscribed for herein.

                                 SIGNATURE PAGE

                                 For Corporation


                                 ----------------------------------
                                 Name of Corporation


                                 BY:_______________________________
                                    Signature of Executive Officer

                                 --------------------------------
                                  Name and Title of Authorized
                                    Signatory (please print)

                                 ---------------------------------
                                 Business Address (please print)


                                 ----------------------------------
                                 City, State and Zip Code (please print)


                                 Tax Identification Number


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

                                 AGREED TO AND ACCEPTED:

                                 BODYGUARD RECORDS.COM, INC.


                                 BY:________________________________
                                           John Rollo, President


                                       7