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                                                                    Exhibit 10.5

                   Subscription Agreement & Investment Letter
                               DDR SYSTEMS, INC.


To:  DDR Systems, Inc.
     3650 W. 30th Ave
     Vancouver, British Columbia
     Canada    V6S 1W8

     The Undersigned hereby subscribes for:

     575,000 shares of Common Stock ($0.045 par value) (the "Common Stock") of
DDR Systems, Inc. (the "Company") at $.045  per Share

pursuant to discussions with management of the Company regarding the specific
business plans of the Company. The undersigned acknowledges that he fully
understands that (i) the Company is a start-up company and is not currently
conducting any business but does have specific business plans; (ii) following
completion of its current financing, the Company will have approximately
12,300,000 shares of Common Stock issued and outstanding; and (iii) the Shares
are being offered pursuant to an exemption from registration under Regulation S
promulgated under the Securities Act of 1933, as amended (the "Act"). It is
further acknowledged that the Undersigned: (i) is not relying upon any
representations other than those specifically made by officers or
representatives of the Company and (ii) has had access to the Company's officers
and directors for purposes of obtaining any  information requested by the
Undersigned.

Payment of $25,875.00 as payment in full of the purchase price will be made by
the law firm of Vandeberg Johnson & Gandara trust check.

The Undersign represents that he has the financial and business acumen to
properly evaluate the risks and merits of this investment.

Assumption Of Risks:  The undersigned can bear the full economic risk of this
investment, including the possible total loss thereof. Further, the undersigned
acknowledges that this investment is currently illiquid and may continue as such
for an indeterminate period of time.

Transfer Restrictions:  This purchase is for investment purposes only, with no
present view towards the resale or other subsequent distribution of all or any
part of the securities being purchased. The undersigned represents that no
resale or transfer shall be attempted other than in full compliance with all of
the then applicable federal and or state statutes and rules. It is  understood
that a transfer restriction notice may be
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prominently placed upon the Certificates for Shares if such is required in the
country in which the subscriber resides.

If this subscription is rejected by the Company, in whole or in part, for any
reason, all funds will be returned, without interest or deduction of any kind,
within twelve business days of such rejection.


Printed Name:  Valonia Limited


Signature:     /s/
               --------------------------------------------

Date:          December 5, 1999

Address: P. Tonks, Avenue House, The Avenue

City: Sark                              Country: Channel Islands

     the foregoing Subscription is hereby accepted: [x] In Full; [ ] Partial
Allocation: 575,000 shares, for and on behalf of DDR Systems, Inc. , on the 5th
day of December, 1999.


     By:  /s/
          --------------------------
          Glenn Jones, President