                                                                    EXHIBIT 10.4

                             SUBSCRIPTION AGREEMENT

                                December __, 2003


CENUCO, INC.
6421 CONGRESS AVE
BOCA RATON, FL 33487


Dear Sirs:

         1.1 SUBSCRIPTION. I, the undersigned investor (the "Investor"), hereby
subscribes for and agree to purchase one Unit consisting of 100,000 shares of
common stock and warrants to purchase an additional 100,000 shares of common
stock on the terms and conditions contained herein (the "unit:)". The warrants
shall be exercisable over a five-year period at $1.00 per share, contain
standard anti-dilution provisions providing for adjustment in the event of
events such as stock splits, stock dividends and recapitalizations including
reverse stock splits.

         1.2 SUBSCRIPTION PAYMENT. As payment for this subscription,
simultaneously with the execution hereof, I am delivering herewith to the
Company a check made payable to the order of "Cenuco Inc." in the amount of
$100,000.


         2.1 INVESTOR REPRESENTATIONS AND WARRANTIES. I acknowledge, represent
and warrant to, and agree with, the Company as follows:

                  (a) I am aware that my investment involves a high degree of
         risk;

                  (b) I acknowledge and am aware that there is no assurance as
         to the future performance of the Company;

                  (c) I am purchasing the Unit for my own account for investment
         and not with a view to or for sale in connection with the distribution
         of the Unit nor with any present intention of selling or otherwise
         disposing of all or any part of the Unit. I agree that I must bear the
         economic risk of my investment for an indefinite period of time
         because, among other reasons, neither the common stock nor the common
         stock underlying the warrants have been registered under the Securities
         Act of 1933 (the "Securities Act") or under the securities laws of any
         states and, therefore, cannot be resold, pledged, assigned or otherwise
         disposed of unless they are subsequently registered under the
         Securities Act and under applicable securities laws of such states or
         an exemption from such registration is available. I hereby authorize
         the Company to place a legend denoting the restriction on the
         securities contained in the Units to be issued. I acknowledge that no
         public market will ever develop for the warrants.

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                  (d) I further acknowledge my understanding that the Company's
         reliance on such exemptions referred to in Section 2.1(c) above are, in
         part, based upon the foregoing representations, warranties, and
         agreements by me and that the statutory basis for such exemptions would
         not be present, if notwithstanding such representations, warranties and
         agreements, I were acquiring the Unit for resale on the occurrence or
         non-occurrence of some pre-determined event. In order to induce the
         Company to issue and sell the Unit subscribed for hereby to me, it is
         agreed that the Company will have no obligation to recognize the
         ownership, beneficial or otherwise, of such Unit or any part thereof by
         anyone, except as set forth herein;

                  (e) I have the financial ability to bear the economic risk of
         my investment in the Company (including its possible total loss), have
         adequate means for providing for my current needs and personal
         contingencies and have no need for liquidity with respect to my
         investment in the Company;

                  (f) I, alone or together with my Purchaser Representative have
         such knowledge and experience in financial and business matters as to
         be capable of evaluating the merits and risks of an investment in the
         Unit and have obtained, in my judgment, sufficient information from the
         Company to evaluate the merits and risks of an investment in the
         Company;

                  (g) I:

                           (1) Have carefully read this Subscription Agreement ,
                  understand and have evaluated the risks of a purchase of the
                  Unit and have relied solely (except as indicated in subsection
                  (2), (3) and (4) below) on the information contained in the
                  this Subscription Agreement;

                           (2) Have been provided company 10Q, 10K and all other
                  requested information and an opportunity to obtain any
                  additional information concerning the offering, the Company
                  and all other information to the extent the Company possesses
                  such information or can acquire it without unreasonable effort
                  or expense; and

                           (3) Have been given the opportunity to ask questions
                  of, and receive answers from, the Company concerning the terms
                  and conditions of the offering and other matters pertaining to
                  this investment. In addition, as required by Section
                  517.061(11)(a)(3), Florida Statutes and by Rule 3E-500.05(a)
                  thereunder, I may have, at the offices of the Company, at any
                  reasonable hour, after reasonable prior notice, access to the
                  materials set forth in the Rule which the Company can obtain
                  without unreasonable effort or expense.

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                  (h) In making my decision to purchase the Unit herein
         subscribed for, I have relied solely upon independent investigations
         made by me;

                  (i) If the undersigned is a corporation, trust, partnership,
         employee benefit plan, individual retirement account, Keogh Plan, or
         other tax-exempt entity, it is authorized and qualified to become an
         investor in the Company and the person signing this Subscription
         Agreement on behalf of such entity has been duly authorized by such
         entity to do so;

                  (j) The information contained in Section 2.2 of this
         Subscription Agreement is true and correct including any information
         which I have furnished and furnish to the Company with respect to my
         financial position and business experience, is correct and complete as
         of the date of this Subscription Agreement and if there should be any
         material change in such information prior to acceptance of my
         subscription, I will furnish such revised or corrected information to
         the Company;

                  (k) I hereby acknowledge and am aware that except for any
         rescission rights that may be provided under applicable state laws
         including the three day rights under Florida law, I am not entitled to
         cancel, terminate or revoke this subscription, and any agreements made
         in connection herewith shall survive my death or disability;

                  (m) I have not received any general solicitation or
         advertising regarding the purchase of the Unit; and

                  (o) Where applicable, I agree to be bound by any restrictions
         on resale of the Unit required by applicable state laws.

         2.2 INVESTOR REPRESENTATIONS AND WARRANTIES CONCERNING SUITABILITY,
ACCREDITED INVESTOR AND ELIGIBLE CLIENT STATUS. I represent and warrant the
following information:

             (a) The following information should be provided by the person
         making the investment decision whether on his own behalf or on behalf
         of an entity:

                  (1) Name of Investor: _____________________________ Age: _____

                  (2) Name of person making investment decision

                      _______________________________________________ Age: _____
                      (Print)

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                  (3) Principal residence address and telephone number:

                      __________________________________________________________

                      __________________________________________________________

                  (4) Secondary residence address and telephone number:

                      __________________________________________________________

                      __________________________________________________________

                      __________________________________________________________

                      I have no present intention of becoming a resident of any
                      other state or jurisdiction.

                  (5) Name, address, telephone number and facsimile number of
                      employer or business:

                      __________________________________________________________

                      __________________________________________________________

                      __________________________________________________________

                           (i) Nature of business ______________________________

                           (ii) Position and nature of responsibilities

                                ________________________________________________

                  (6) Length of employment or in current position ______________

                  (7) Prior employment, positions or occupations during the past
                      five years (and the inclusive dates of each) are as
                      follows:

                      Nature of Employment,
                         or Occupation         Position/ Duties      From/To
                      ---------------------    ----------------      -------

                      __________________________________________________________

                      __________________________________________________________

                      __________________________________________________________


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                      Attach additional pages to answer any questions in greater
                      detail, if necessary. Each prospective investor, should
                      answer the following questions which pertain to income,
                      tax rate, net worth, liquid assets, and non-liquid assets
                      by including spousal contribution even though the
                      investment will be held in single name.

                  (8) Business or professional education and the degree(s)
                      received are as follows:

                           School            Degree           Year Received
                           ------            ------           -------------

                      __________________________________________________________

                      __________________________________________________________

                      __________________________________________________________

             (b) ACCREDITED INVESTOR REPRESENTATIONS. MUST INITIAL ONE.
         Initial all appropriate spaces on the following pages indicating the
         basis upon which the undersigned qualifies as an accredited investor
         (please initial only where appropriate).

For Individual Investors Only:

         (1) ___ I certify that I am an accredited investor because I have an
         individual net worth, or my spouse and I have combined net worth, in
         excess of $1,000,000. For purposes of this question, "net worth" means
         the excess of total assets at fair market value, including home, home
         furnishings and automobiles, over total liabilities.

         (2a) ___ I certify that I am an accredited investor because I had
         individual income (exclusive of any income attributable to my spouse)
         of more than $200,000 in 2001 and 2002 and I reasonably expect to have
         an individual income in excess of $200,000 in 2003.

         (2b) ___ Alternatively, my spouse and I have joint income in excess of
         $300,000 in each applicable year.

         (3) ___ I am a director or executive officer of the Company.

Other Investors:

         (4) ___ The undersigned certifies that it is one of the following: any
         bank as defined in Section 3(a)(2) of the Securities Act whether acting
         in its individual or fiduciary capacity; any broker or dealer
         registered pursuant to section 15 of the Securities Exchange Act of
         1934; insurance company as defined in Section 2(13) of

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         the Securities Act; investment company registered under the Investment
         Company Act of 1940 or a business development company as defined in
         Section 2(a)(48) of that Act; Small Business Investment Company
         licensed by the U.S. Small Business Administration under Section 301(c)
         or (d) of the Small Business Investment Act of 1958; any 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 $5,000,000; employee benefit plan within the meaning of Title
         I of the Employee Retirement Income Security Act of 1974, if the
         investment decision is made by a plan fiduciary, as defined in Section
         3(21) of such Act, which is either a bank, savings and loan
         association, insurance company, or registered investment advisor, or if
         the employee benefit plan has total assets in excess of $5,000,000, or
         if a self-directed plan, with investment decisions made solely by
         persons that are accredited investors.

         (5) ___ The undersigned certifies that it is a private business
         development company as defined in Section 202(a)(22) of the Investment
         Advisors Act of 1940.

         (6) ___ The undersigned certifies that it is a organization described
         in Section 501(c)(3) of the Internal Revenue Code, corporation,
         Massachusetts or similar business trust or partnership, not formed for
         the specific purpose of acquiring the securities offered, with total
         assets in excess of $5,000,000.

         (7) ___ The undersigned certifies that it is a trust, with total assets
         in excess of $5,000,000, not formed for the specific purpose of
         acquiring the securities offered, whose purchase is directed by a
         sophisticated person as described in Rule 506(b)(2)(ii) of the
         Securities Act.

         (8) ___ The undersigned certifies that it is an entity in which all of
         the equity owners are accredited investors.

         2.3 REGISTRATION RIGHTS. The company will use its best efforts to
register the issued stock within the company's next registration.

         3. INDEMNIFICATION. I hereby agree to indemnify and hold harmless the
Company, its officers, directors, shareholders, employees, agents and attorneys
against any and all losses, claims, demands, liabilities and expenses (including
reasonable legal or other expenses) incurred by each such person in connection
with defending or investigating any such claims or liabilities, whether or not
resulting in any liability to such person) to which any such indemnified party
may become subject under the Securities Act, under any other statute, at common
law or otherwise, insofar as such losses, claims, demands, liabilities and
expenses (a) arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact made by me and contained in this
Subscription Agreement, or (b) arise out of or are based upon any breach of any
representation, warranty or agreement contained herein.

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         4. ARBITRATION. Any controversy, dispute or claim against the Company,
its officers, directors or employees arising out of or relating to this
Subscription Agreement, or its interpretation, application, implementation,
breach or enforcement which the parties are unable to resolve by mutual
agreement, shall be settled by submission by either party of the controversy,
claim or dispute to binding arbitration in Palm Beach County, Florida (unless
the parties agree in writing to a different location) before one arbitrator in
accordance with the rules of the American Arbitration Association then in
effect. In any such arbitration proceeding, the parties agree to provide all
discovery deemed necessary by the arbitrator. The decision and award made by the
arbitrator shall be final, binding and conclusive on all parties to any
arbitration proceeding for all purposes, and judgment may be entered thereon in
any court having jurisdiction thereof.

         5. SEVERABILITY. In the event any parts of this Subscription Agreement
are found to be void, the remaining provisions of this Subscription Agreement
shall nevertheless be binding with the same effect as though the void parts were
deleted.

         6. COUNTERPARTS. This Subscription Agreement may be executed in one or
more counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument. The execution of this
Subscription Agreement may be by actual or facsimile signature.

         7. BENEFIT. This Subscription Agreement shall be binding upon and inure
to the benefit of the parties hereto and their legal representatives, successors
and assigns.

         8. NOTICES AND ADDRESSES. All notices, offers, acceptance and any other
acts under this Subscription Agreement (except payment) shall be in writing, and
shall be sufficiently given if delivered to the addressees in person, by Federal
Express or similar receipted delivery, by facsimile delivery or, if mailed,
postage prepaid, by certified mail, return receipt requested, as follows:

         Investor:       At the address designated in Section 2.2 of this
                         Subscription Agreement

         The Company:    At the address on page 1 of this Subscription Agreement

or to such other address as either of them, by notice to the other may designate
from time to time. The transmission confirmation receipt from the sender's
facsimile machine shall be evidence of successful facsimile delivery. Time shall
be counted to, or from, as the case may be, the delivery in person or by
mailing.

         9. GOVERNING LAW. This Subscription Agreement and any dispute,
disagreement, or issue of construction or interpretation arising hereunder
whether relating to its execution, its validity, the obligations provided
therein or performance shall be governed or interpreted according to the laws of
the State of Florida.

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         10. ORAL EVIDENCE. This Subscription Agreement constitutes the entire
Subscription Agreement between the parties and supersedes all prior oral and
written agreements between the parties hereto with respect to the subject matter
hereof. Neither this Subscription Agreement nor any provision hereof may be
changed, waived, discharged or terminated orally, except by a statement in
writing signed by the party or parties against which enforcement or the change,
waiver discharge or termination is sought.

         11. SECTION HEADINGS. Section headings herein have been inserted for
reference only and shall not be deemed to limit or otherwise affect, in any
matter, or be deemed to interpret in whole or in part any of the terms or
provisions of this Subscription Agreement.

         12. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS. The
representations, warranties and agreements contained herein shall survive the
delivery of, and payment for, the Unit.

         13. ACCEPTANCE OF SUBSCRIPTION. The Company may accept this
Subscription Agreement at any time for all or any portion of the Unit subscribed
for by executing a copy hereof as provided and notifying me within a reasonable
time thereafter.


FLORIDA LAW PROVIDES THAT WHEN SALES ARE MADE TO FIVE OR MORE PERSONS IN
FLORIDA, ANY SALE MADE IN FLORIDA IS VOIDABLE BY THE PURCHASER WITHIN THREE DAYS
AFTER THE FIRST TENDER OF CONSIDERATION IS MADE BY SUCH PURCHASER TO THE
COMPANY, AN AGENT OF THE COMPANY OR AN ESCROW AGENT OR WITHIN THREE DAYS AFTER
THE AVAILABILITY OF THAT PRIVILEGE IS COMMUNICATED TO SUCH PURCHASER, WHICHEVER
OCCURS LATER. THIS SALE IS BEING MADE IN FLORIDA. PAYMENTS FOR TERMINATED
SUBSCRIPTIONS VOIDED BY PURCHASERS AS PROVIDED FOR IN THIS PARAGRAPH WILL BE
PROMPTLY REFUNDED WITHOUT INTEREST. NOTICE SHOULD BE GIVEN TO THE COMPANY TO THE
ATTENTION OF STEVEN BETTINGER AT THE ADDRESS SET FORTH ON THE COVER PAGE OF THIS
SUBSCRIPTION AGREEMENT.

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INDIVIDUAL INVESTORS


______________________                 ____________________________
Social Security Number                 Print Name of Investor No. 1


                                       ____________________________
                                       Signature of Investor No. 1


______________________                 ____________________________
Social Security Number                 Print Name of Investor No. 2


                                       ____________________________
                                       Signature of Investor No. 2


Manner in which Unit is to be held:

_____ Individual Ownership                         _____ Partnership

_____ Tenants-in-Common                            _____ Trust

_____ Joint Tenant With Right of Survivorship      _____ Corporation

_____ Community Property                           _____ Employee Benefit Plan

_____ Separate Property                            _____ Other (please indicate)

CORPORATE OR OTHER ENTITY


_________________                       _______________________
Federal ID Number                       Print Name of Entity

                                    By: _______________________
                                        Signature, Title

DATED: _______________, 2003

         By signing below, the undersigned accepts the foregoing subscription
and agrees to be bound by its terms.

         Cenuco, Inc.

By: ___________________________         Dated: December __, 2003
    Steven Bettinger, President

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