SUBSCRIPTION AGREEMENT


                                _______ __, 1999


                  BLC  Financial  Services,  Inc., a Delaware  corporation  (the
"Company"), hereby agrees with the Purchaser listed on the signature page hereto
(the "Purchaser") as follows:

                  Section 1.        ISSUANCE OF NOTES.

                  Section 1.1.  Authorization.  The Company has duly  authorized
the issue of up to $5,000,000  aggregate  principal amount of its 9% Convertible
Subordinated Notes due February 1, 2003 (the "Notes"), substantially in the form
attached hereto as Exhibit A.

                  Section 1.2.  Purchase and Sale of the Notes; the Closing.  In
reliance  upon the  representations  of the  Purchaser  contained in Section 1.3
hereof and,  subject to the terms and conditions  set forth herein,  the Company
shall sell to the  Purchaser  on the date hereof  and,  subject to the terms and
conditions  hereof,  the Purchaser  shall  purchase from the Company on the date
hereof  the  principal  amount  of the Notes  set  forth  below the  Purchaser's
signature  at an  aggregate  purchase  price  equal  to  100%  of the  aggregate
principal amount of the Notes being purchased (the "Purchase Price").

                  On the date hereof,  the Company will deliver to the Purchaser
such Notes, registered in the Purchaser's name or in the name of the Purchaser's
nominee, as may be specified by the Purchaser,  duly executed and dated the date
hereof,  against the  Purchaser's  delivery to the Company (or to persons at the
direction of the Company) of  immediately  available  funds in the amount of the
Purchase Price.

                  Section 1.3.      Representations of the Purchaser.

                  The Purchaser  represents  and warrants to the Company that on
the date hereof and as of the Closing Date:

                  (a)  Distribution.  The  Purchaser is not  acquiring the Notes
with a view to the  distribution  or sale of such in violation of the Securities
Act of 1933, as amended (the "Securities Act").

                  (b) Offering of Purchaser Notes. The Purchaser has not offered
the Notes for sale by any means of general  solicitation or general  advertising

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including,  but not limited to, any advertisements,  articles,  notices or other
communications  published  in any  newspaper,  magazine  or  similar  medium  or
broadcast over  television or radio,  or any seminar or meeting whose  attendees
were invited by any general solicitation or general advertising.

                  (c)  Accredited  Investor.  The  Purchaser  is an  "accredited
investor" within the meaning of Rule 501 under the Securities Act and falls into
the category of "accredited investor" initialled by the Purchaser below:

Initials

____         (1)    a bank as defined in Section  3(a)(2) of the  Securities
                    Act, or a savings and loan association or other  institution
                    as defined  in Section  3(a)(5)(A)  of the  Securities  Act,
                    whether  acting in its individual or fiduciary  capacity;  a
                    broker or dealer  registered  pursuant  to Section 15 of the
                    Securities  Exchange Act of 1934,  as amended;  an insurance
                    company as defined in Section 2(13) of the  Securities  Act;
                    an  investment   company  registered  under  the  Investment
                    Company Act of 1940, as amended,  or a business  development
                    company as defined in Section  2(a)(48) of that Act; a Small
                    Business  Investment  Company  licensed by the United States
                    Small Business Administration under Section 301(c) or (d) of
                    the  Small   Business   Investment   Act  of  1953;  a  plan
                    established  and  maintained  by  a  state,   its  political
                    subdivisions, or any agency or instrumentality of a state or
                    its   political   subdivisions,   for  the  benefit  of  its
                    employees,  if such  plan has  total  assets in excess of $5
                    million;  an employee benefit plan within the meaning of the
                    Employee Retirement Income Security Act of 1974, as amended,
                    if the investment  decision is made by a plan fiduciary,  as
                    defined  in  Section  3(21) of that  Act,  which is either a
                    bank, savings and loan association,  insurance  company,  or
                    registered  investment  adviser,  or if the employee benefit
                    plan has  total  assets in  excess  of $5  million  or, if a
                    self-directed  plan,  with  the  investment  decisions  made
                    solely by persons that are accredited investors;

____         (2)    a private  business  development  company  as defined in
                    Section  202(a)(22) of the Investment  Advisers Act of 1940,
                    as amended;

____         (3)    an  organization  described in Section  501(c)(3) of the
                    Internal Revenue Code of 1986, as amended, or a corporation,
                    Massachusetts or similar business trust, or partnership, not
                    formed for the specific purpose of acquiring Notes or shares
                    of Common Stock, with total assets in excess of $5,000,000;

____         (4)    a director or executive officer of the Company;

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____         (5)    a  natural  person  whose  net  worth,  individually  or
                    together  with  that  person's  spouse,   currently  exceeds
                    $1,000,000;

____         (6)    a  natural  person  who had an  individual  income  (not
                    including  such  person's  spouse's  income)  in  excess  of
                    $200,000  in 1997  and  1998,  or  joint  income  with  such
                    person's  spouse  in  excess  of  $300,000  in each of those
                    years,  and who reasonably  expects to reach the same income
                    level in 1999;

____         (7)    a trust with total  assets in excess of  $5,000,000  not
                    formed  for the  specific  purpose  of  acquiring  shares of
                    Common Stock,  whose purchase is directed by a person having
                    such  knowledge  and  experience  in financial  and business
                    matters that he or she is capable of  evaluating  the merits
                    and risks  entailed  in the  purchase  of Notes or shares of
                    Common Stock; or

____         (8)    an  entity  in  which  all  of the  equity  owners  are
                    "accredited investors."

                  The  Purchaser  (i)  has  such  knowledge  and  experience  in
financial  and  business  matters  that he or she is capable of  evaluating  the
merits  and  risks  entailed  in the  purchase  of  Notes  and  (ii)  has had an
opportunity  to investigate  the terms of the Notes,  the business and financial
condition  of the  Company,  to ask  questions of the Company and to obtain such
information as the Purchaser requires from the Company.

                    Section  2.  REPRESENTATIONS  OF THE  COMPANY.  The  Company
represents  and warrants to the Purchaser  that on the date hereof and as of the
Closing Date:

                  Section 2.1.      Organization and Authority of the Company.

                  (a) The  Company  is a  corporation  duly  organized,  validly
existing and in good standing  under the laws of the State of Delaware,  and the
Company has all  requisite  corporate  power and  authority to own or hold under
lease the  property  it  purports to own or hold under  lease,  to transact  the
business it  transacts  and  proposes to  transact,  to execute and deliver this
Agreement and the Subscription Agreement,  with respect to Notes issued to other
purchasers of Notes and all other documents and agreements  contemplated  hereby
and  thereby  (this  Agreement,  and all such other  documents  and  agreements,
collectively,  the "Transaction Documents") and to perform the provisions hereof
and thereof and to consummate the transactions contemplated hereby and thereby.

                  (b) The execution, delivery and performance of the Transaction
Documents,  and the  consummation of the  transactions  contemplated  hereby and
thereby,  have been duly  authorized  and approved by the  Company.  Each of the
Transaction  Documents has been duly authorized,  executed and delivered by, and


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each is the valid and binding  obligation of, the Company,  enforceable  against
the Company in accordance with its terms, except as may be limited by applicable
bankruptcy,  reorganization,  insolvency, moratorium or other similar laws or by
legal  or  equitable  principles  relating  to  or  limiting  creditors'  rights
generally.

                  Section 2.2.      Private Placement Memorandum.

                  (a)  The  Company  has   provided  the   Purchaser   with  the
Confidential   Private   Placement   Memorandum  dated  February  1,  1999  (the
"Memorandum")  that  (when  read in  conjunction  with  this  Agreement  and the
schedules and exhibits hereto and thereto) describes, among other things, in all
material  respects the business,  properties,  assets,  operations and financial
condition of the Company.

                  (b) As of the Closing Date, the  Memorandum  does not contain,
any untrue  statement of a material  fact,  or omit to state any  material  fact
necessary to make the statements  therein,  in light of the circumstances  under
which they were made, not misleading.

                  Section 3.        MISCELLANEOUS.

                  Section 3.1. Reliance on and Survival of Representations.  All
representations,  warranties, covenants and agreements of the Company herein and
in any certificates or other instruments  delivered pursuant to any of the other
Transaction  Documents by the Company  shall (i) be deemed to be material and to
have been  relied  upon by each  Purchaser,  notwithstanding  any  investigation
heretofore or hereafter made by any Purchaser or on its behalf, and (ii) survive
the  execution and delivery of this  Agreement and of the Notes,  for so long as
the Notes are outstanding.

                  Section 3.2. Successors and Assigns. This Agreement shall bind
and inure to the benefit of and be  enforceable  by the Company,  each Purchaser
and each of the Purchasers' respective successors and assigns, and, in addition,
shall inure to the benefit of and be  enforceable  by each person who shall from
time to time be a Purchaser of Notes.

                  Section  3.3.  Notices.  All notices and other  communications
provided for in this  Agreement  shall be in writing and delivered by registered
or certified mail, postage prepaid,  or delivered by overnight courier (for next
business day  delivery) or  telecopied,  addressed as follows,  or at such other
address as any of the parties  hereto may  hereafter  designate by notice to the
other parties given in accordance with this Section:

                  (i)      if to the Company:

                                    BLC Financial Services, Inc.
                                    645 Madison Avenue
                                    New York, New York  10022


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                                    Attention:  Robert F. Tannenhauser

                                    Telephone:       (212) 751-5626
                                    Telecopy:        (212) 751-9345

                           With a copy of any notice to:

                                    Weil, Gotshal & Manges LLP
                                    767 Fifth Avenue
                                    New York, NY  10153-0119
                                    Attention:  Simeon Gold, Esq.

                                    Telephone:       (212) 310-8000
                                    Telecopy:        (212) 310-8007

                  (ii)     if  to  the  Purchasers,   at  the  address  of  such
                           Purchaser  as it appears on the books and  records of
                           the Company.

                  Any such notice or communication  shall be deemed to have been
duly given on the fifth day after being so mailed,  the next  business day after
delivery by  overnight  courier,  when sent by  telecopier  or upon receipt when
delivered personally.

                    Section 3.4. 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 constitute one and the same instrument.

                  Section 3.5.  Governing  Law. This Agreement and the Notes and
(unless otherwise  provided) all amendments,  supplements,  waivers and consents
relating hereto or thereto shall be governed by and construed in accordance with
the laws of the State of New York.

                  Section 3.6.  Waiver of Jury Trial.  EACH OF THE PURCHASER AND
THE COMPANY HEREBY AGREE TO WAIVE ITS  RESPECTIVE  RIGHTS TO A JURY TRIAL OF ANY
CLAIM OR CAUSE OF  ACTION  BASED  UPON OR  ARISING  OUT OF THIS  AGREEMENT,  THE
COLLATERAL  DOCUMENTATION,  THE NOTES OR ANY OTHER  AGREEMENTS  RELATING  TO THE
NOTES OR ANY  DEALINGS  BETWEEN  THEM  RELATING  TO THE  SUBJECT  MATTER OF THIS
TRANSACTION.  The scope of this waiver is intended to be all-encompassing of any
and all  disputes  that may be filed in any court and that relate to the subject
matter of this transaction,  including without limitation, contract claims, tort
claims, breach of duty claims and all other common law and statutory claims. The
Purchaser  and the  Company  each  acknowledge  that this  waiver is a  material
inducement to enter into a business  relationship,  that each has already relied


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on the waiver in entering  into this  Agreement,  and that each will continue to
rely on the waiver in their  related  future  dealings.  The  Purchaser  and the
Company  further  warrant and represent  that each has reviewed this waiver with
its legal counsel, and that each knowingly and voluntarily waives its jury trial
rights following  consultation with legal counsel.  NOTWITHSTANDING  ANYTHING TO
THE  CONTRARY  HEREIN,  THIS WAIVER IS  IRREVOCABLE,  MEANING THAT IT MAY NOT BE
MODIFIED  EITHER  ORALLY  OR IN  WRITING,  AND THE  WAIVER  SHALL  APPLY  TO ANY
SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT,
THE NOTES OR ANY OTHER  DOCUMENTS OR  AGREEMENTS  RELATING TO THE NOTES.  In the
event of litigation, this Agreement may be filed as a written consent to a trial
by the court.



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                  IN  WITNESS   WHEREOF,   the  undersigned  has  executed  this
Agreement on the day and year first written above.

                                        Very truly yours,

                                        -------------------------------------
                                        PRINT OR TYPE NAME OF PURCHASER

                                        By:
                                           ----------------------------------
                                           Name:
                                                -----------------------------
                                           Title:
                                                -----------------------------
                                           Notes Purchased:  $
                                                              ---------------



The  foregoing  Subscription  Agreement
is hereby  accepted as of the date first
above written:

BLC FINANCIAL SERVICES, INC.


By:
     -----------------------------------
Name:    Robert F. Tannenhauser
Title:   President and Chief
         Executive Officer




Conversion
Price of
Notes Purchased:  $




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                                                  TABLE OF CONTENTS

                                                                           Page

Section 1.     ISSUANCE OF NOTES...........................................1

         Section 1.1.      Authorization...................................1
         Section 1.2.      Purchase and Sale of the Notes; the Closing.....1
         Section 1.3.      Representations of the Purchaser................1

Section 2.     REPRESENTATIONS OF THE COMPANY..............................3

         Section 2.1.      Organization and Authority of the Company.......3
         Section 2.2.      Private Placement Memorandum....................4

Section 3.     MISCELLANEOUS...............................................4

         Section 3.1.      Reliance on and Survival of Representations.....4
         Section 3.2.      Successors and Assigns..........................4
         Section 3.3.      Notices.........................................5
         Section 3.4.      Counterparts....................................5
         Section 3.5.      Governing Law...................................6
         Section 3.6.      Waiver of Jury Trial............................6


Exhibit A -       Form of Note



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                                                                       EXHIBIT B





                          BLC FINANCIAL SERVICES, INC.







                             SUBSCRIPTION AGREEMENT



                             Dated _______ __, 1999







                   9% Convertible Subordinated Notes due 2003



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