Exhibit 10.1

THIS  PRIVATE  PLACEMENT  SUBSCRIPTION  AGREEMENT  RELATES  TO  AN  OFFERING  OF
SECURITIES IN AN OFFSHORE  TRANSACTION  TO PERSONS WHO ARE NOT U.S.  PERSONS (AS
DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES  SECURITIES ACT
OF 1933, AS AMENDED (THE "1933 ACT").

NONE OF THE SECURITIES TO WHICH THIS PRIVATE  PLACEMENT  SUBSCRIPTION  AGREEMENT
(THE "SUBSCRIPTION  AGREEMENT") RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT,
OR ANY U.S.  STATE  SECURITIES  LAWS,  AND,  UNLESS SO  REGISTERED,  NONE MAY BE
OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS
(AS DEFINED  HEREIN)  EXCEPT IN ACCORDANCE  WITH THE  PROVISIONS OF REGULATION S
UNDER THE 1933 ACT,  PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT UNDER THE
1933 ACT, OR PURSUANT TO AN AVAILABLE  EXEMPTION  FROM, OR IN A TRANSACTION  NOT
SUBJECT TO, THE REGISTRATION  REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY
IN ACCORDANCE  WITH  APPLICABLE  STATE  SECURITIES  LAWS.  IN ADDITION,  HEDGING
TRANSACTIONS  INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE
WITH THE 1933 ACT.

                                  CONFIDENTIAL
                    PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
                                 PRIVATE ISSUER
         (Subscribers Resident in British Columbia, Alberta or Overseas)

TO: VB Trade Inc. (the "Company")
    Moshav Beni Zion
    Zip 60910
    Israel

                               Purchase of Shares

1. SUBSCRIPTION

1.1 The undersigned (the  "Subscriber")  hereby  irrevocably  subscribes for and
agrees to purchase  from the Company,  on the basis of the  representations  and
warranties and subject to the terms and conditions set forth herein, 2000 shares
of common stock (the  "Shares") US $0.10 per Share (the  "Subscription  Price"),
for the  aggregate  total  purchase  price of the  undersigned  subscriber of US
$200.00 (the "Subscription Proceeds").

1.2 The Subscriber  acknowledges that the offering of Shares contemplated hereby
is part a private placement of Shares having an aggregate  subscription level of
US $100,000 (the "Offering"). The Offering is not subject to a minimum aggregate
subscription level.

1.3 The  Offering is only open to  residents  of British  Columbia,  Alberta and
offshore investors.

2. PAYMENT

2.1 The Subscription Proceeds must accompany this Subscription and shall be paid
by  certified  cheque or bank draft drawn on a Canadian or U.S.  chartered  bank
reasonably  acceptable  to the Company,  and made  payable and  delivered to the
Company. Alternatively, the Subscription Proceeds may be wired to the Company or
its lawyers. If the funds are wired to the Company's lawyers,  those lawyers are
authorized to immediately deliver the funds to the Company.

2.2 The Subscriber acknowledges and agrees that this Subscription Agreement, the
Subscription  Proceeds and any other documents  delivered in connection herewith
will be held on  behalf of the  Company.  In the  event  that this  Subscription
Agreement is not accepted by the Company for whatever reason,  which the Company
expressly  reserves  the  right  to do,  within  60 days of the  delivery  of an
executed Subscription Agreement by the Subscriber,  this Subscription Agreement,
the Subscription  Proceeds  (without  interest  thereon) and any other documents
<PAGE>
delivered  in  connection  herewith  will be returned to the  Subscriber  at the
address of the Subscriber as set forth in this Subscription Agreement.

2.3 Where the  Subscription  Proceeds  are paid to the  Company,  the Company is
entitled to treat such  Subscription  Proceeds  as an interest  free loan to the
Company  until such time as the  Subscription  is accepted and the  certificates
representing  the Shares have been issued to the  Subscriber.  The Company  will
only expend the Subscription  Proceeds for or in conjunction with an acquisition
of a new business for the Company.

3. DOCUMENTS REQUIRED FROM SUBSCRIBER

3.1 The Subscriber must complete, sign and return to the Company

     (a)  an executed copy of this Subscription Agreement; and

     (b)  if the Subscriber is an B.C. Subscriber and an "Accredited  Investor",
          as that term is  defined in  Multilateral  Instrument  45-103  Capital
          Raising  Exemptions ("MI 45-103") adopted by securities  regulators in
          Canada,  the  form  of  questionnaire   attached  as  Exhibit  A  (the
          "Questionnaire").

3.2 The  Subscriber  shall  complete,  sign and return to the Company as soon as
possible, on request by the Company, any documents, questionnaires,  notices and
undertakings as may be required by regulatory authorities, and applicable law.

4. CLOSING

4.1 The closing (the  "Closing")  of the purchase and sale of the Shares,  shall
occur  simultaneously  with the  acceptance by the Company of the  undersigned's
subscription,  as evidenced  by the  Company's  execution  of this  Subscription
Agreement.

5. ACKNOWLEDGEMENTS OF SUBSCRIBER

5.1 The Subscriber acknowledges and agrees that:

     (a)  none of the Shares have been  registered  under the 1933 Act, or under
          any state  securities  or "blue  sky" laws of any state of the  United
          States,  and, unless so registered,  may not be offered or sold in the
          United States or,  directly or indirectly,  to U.S.  Persons,  as that
          term is defined in Regulation S under the 1933 Act  ("Regulation  S"),
          except in accordance  with the provisions of Regulation S, pursuant to
          an effective registration statement under the 1933 Act, or pursuant to
          an  exemption   from,  or  in  a  transaction   not  subject  to,  the
          registration  requirements  of the  1933  Act  and  in  each  case  in
          accordance with applicable state and provincial securities laws;

     (b)  the Subscriber  acknowledges that the Company has not undertaken,  and
          will have no obligation,  to register any of the Shares under the 1933
          Act; THERE IS NO TRADING MARKET FOR THE SHARES;

     (c)  by completing the  Questionnaire,  the Subscriber is representing  and
          warranting that the Subscriber is an Accredited Investor,  as the term
          is defined in MI 45-103;

     (d)  the decision to execute this  Subscription  Agreement  and acquire the
          Shares  hereunder  has  not  been  based  upon  any  oral  or  written
          representation  as to fact or  otherwise  made by or on  behalf of the
          Company,  and  such  decision  is  based  entirely  upon a  review  of
          information  (the receipt of which is hereby  acknowledged)  which has
          been provided by the Company to the Subscriber;

     (e)  if the Company has  presented a business plan to the  Subscriber,  the
          Subscriber  acknowledges that the business plan may not be achieved or
          be  achievable;  the  Company is in a  start-up  phase and there is no
          assurance of success;

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     (f)  no securities  commission or similar regulatory authority has reviewed
          or passed on the merits of the Shares;

     (g)  there is no government or other insurance covering any of the Shares;

     (h)  there are risks associated with an investment in the Shares;

     (i)  the  Company  has  advised  the B.C.  Subscribers  that the Company is
          relying  on  an  exemption  from  the   requirements  to  provide  the
          Subscriber  with a prospectus  and to sell the Shares through a person
          registered  to sell  securities  under  the  SECURITIES  ACT  (British
          Columbia) (the "B.C. Act") Alberta, and, as a consequence of acquiring
          the Shares pursuant to this exemption, certain protections, rights and
          remedies  provided by the B.C.  and Alberta Act,  including  statutory
          rights  of  rescission  or  damages,  will  not  be  available  to the
          Subscriber;

     (j)  the  Subscriber  has not  acquired the Shares as a result of, and will
          not itself  engage in, any "directed  selling  efforts" (as defined in
          Regulation  S under the 1933 Act) in the  United  States in respect of
          the Shares  which would  include  any  activities  undertaken  for the
          purpose  of, or that could  reasonably  be expected to have the effect
          of, conditioning the market in the United States for the resale of the
          Shares;  provided,  however, that the Subscriber may sell or otherwise
          dispose of the Shares pursuant to registration  thereof under the 1933
          Act and any applicable  state and provincial  securities laws or under
          an exemption from such registration requirements;

     (k)  the Subscriber and the  Subscriber's  advisor(s) have had a reasonable
          opportunity  to ask questions of and receive  answers from the Company
          in connection with the  distribution of the Shares  hereunder,  and to
          obtain additional  information,  to the extent possessed or obtainable
          without  unreasonable  effort or  expense,  necessary  to  verify  the
          accuracy of the information about the Company;

     (l)  the books and records of the Company were  available  upon  reasonable
          notice   for   inspection,    subject   to   certain   confidentiality
          restrictions,  by the Subscriber during  reasonable  business hours at
          its principal place of business, and all documents,  records and books
          in connection with the  distribution of the Shares hereunder have been
          made  available for  inspection by the  Subscriber,  the  Subscriber's
          lawyer and/or advisor(s);

     (m)  the Subscriber will indemnify and hold harmless the Company and, where
          applicable, its directors,  officers,  employees, agents, advisors and
          shareholders,  from and  against any and all loss,  liability,  claim,
          damage and expense whatsoever (including,  but not limited to, any and
          all  fees,  costs  and  expenses  whatsoever  reasonably  incurred  in
          investigating,  preparing  or  defending  against any claim,  lawsuit,
          administrative   proceeding  or  investigation  whether  commenced  or
          threatened)  arising  out  of or  based  upon  any  representation  or
          warranty  of  the  Subscriber  contained  herein  or in  any  document
          furnished  by the  Subscriber  to the Company in  connection  herewith
          being untrue in any  material  respect or any breach or failure by the
          Subscriber  to  comply  with any  covenant  or  agreement  made by the
          Subscriber to the Company in connection therewith;

     (n)  the Shares are not listed on any stock  exchange or  automated  dealer
          quotation system and no representation has been made to the Subscriber
          that any of the Shares  will  become  listed on any stock  exchange or
          automated dealer quotation system;

     (o)  for B.C. Subscribers, in addition to resale restrictions imposed under
          U.S.  securities  laws,  there  are  additional  restrictions  on  the
          Subscriber's  ability  to resell  the  Shares  under the B.C.  Act and
          Multilateral   Instrument  45-102  adopted  by  the  British  Columbia
          Securities Commission;

     (p)  the Company  will refuse to  register  any  transfer of the Shares not
          made in accordance with the provisions of Regulation S, pursuant to an
          effective  registration statement under the 1933 Act or pursuant to an

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<PAGE>
          available exemption from the registration requirements of the 1933 Act
          and in accordance  with  applicable  state and  provincial  securities
          laws;

     (q)  the statutory and regulatory  basis for the exemption  claimed for the
          offer of the Shares,  although in technical compliance with Regulation
          S, would not be  available if the offering is part of a plan or scheme
          to evade the registration provisions of the 1933 Act or any applicable
          state and provincial securities laws;

     (r)  the Subscriber has been advised to consult the Subscriber's own legal,
          tax and other  advisors  with  respect  to the  merits and risks of an
          investment  in the  Shares  and  with  respect  to  applicable  resale
          restrictions,  and it is solely responsible (and the Company is not in
          any way responsible) for compliance with:

          (i)  any applicable  laws of the  jurisdiction in which the Subscriber
               is resident in  connection  with the  distribution  of the Shares
               hereunder, and

          (ii) applicable resale restrictions; and

     (s)  the  securities  of the  Company  cannot be  transferred  without  the
          previous consent of the board of directors, expressed by resolution of
          the board, at the sole discretion of the directors;

     (t)  this  Subscription  Agreement  is not  enforceable  by the  Subscriber
          unless it has been accepted by the Company.

6. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SUBSCRIBER

6.1 The  Subscriber  hereby  represents  and warrants to and covenants  with the
Company  (which  representations,  warranties  and  covenants  shall survive the
Closing) that:

     (a)  the Subscriber has the legal capacity and competence to enter into and
          execute this  Subscription  Agreement and to take all actions required
          pursuant  hereto and, if the Subscriber is a  corporation,  it is duly
          incorporated and validly subsisting under the laws of its jurisdiction
          of  incorporation  and  all  necessary  approvals  by  its  directors,
          shareholders and others have been obtained to authorize  execution and
          performance   of  this   Subscription   Agreement  on  behalf  of  the
          Subscriber;

     (b)  the entering into of this Subscription  Agreement and the transactions
          contemplated hereby do not result in the violation of any of the terms
          and  provisions of any law applicable to the Subscriber or the Company
          in the jurisdiction of the Subscriber's residence or of any agreement,
          written or oral,  to which the  Subscriber  may be a party or by which
          the Subscriber is or may be bound;

     (c)  the  Subscriber  has duly  executed and  delivered  this  Subscription
          Agreement  and it  constitutes  a valid and binding  agreement  of the
          Subscriber  enforceable  against the Subscriber in accordance with its
          terms;

     (d)  the  Subscriber is not acquiring the Shares for the account or benefit
          of, directly or indirectly, any U.S. Person;

     (e)  if the Subscriber is resident in British  Columbia or Alberta,  and is
          not an Accredited  Investor,  the  Subscriber is (CHECK ONE OR MORE OF
          THE FOLLOWING BOXES):

               (A)  a  director,  officer,  employee  or  control
                    person of the Company                                    [ ]

               (B)  a spouse, parent, grandparent, brother, sister
                    or child of a director, senior officer or control
                    person of the Company                                    [ ]

               (C)  a close  personal  friend of a director,  senior
                    officer or control person of the Company                 [ ]

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<PAGE>
               (D)  a close business associate of a director,  senior
                    officer or control person of the Company                 [ ]

     (f)  if the  Subscriber  has  checked  one or  more of  boxes  B, C or D in
          paragraph 6.1(e) above, the director(s), senior officer(s), or control
          person(s) of the Company with whom the Subscriber has the relationship
          is:

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

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

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

     (FILL IN THE NAME OF EACH DIRECTOR. SENIOR OFFICER AND CONTROL PERSON WHICH
     YOU HAVE THE ABOVE-MENTIONED RELATIONSHIP WITH).

     (g)  the Subscriber is not a U.S. Person;

     (h)  the  Subscriber  is  resident  in the  jurisdiction  set out under the
          heading "Name and Address of Subscriber" on the signature page of this
          Subscription Agreement;

     (i)  the sale of the  Shares  to the  Subscriber  as  contemplated  in this
          Subscription  Agreement complies with or is exempt from the applicable
          securities  legislation  of  the  jurisdiction  of  residence  of  the
          Subscriber;

     (j)  the  Subscriber  is acquiring the Shares for  investment  only and not
          with a view to resale or  distribution  and, in particular,  it has no
          intention  to  distribute  either  directly or  indirectly  any of the
          Shares in the United States or to U.S. Persons;

     (k)  the  Subscriber  is  outside  the United  States  when  receiving  and
          executing this  Subscription  Agreement and is acquiring the Shares as
          principal   for  the   Subscriber's   own  account   (except  for  the
          circumstances  outlined in paragraph  6.1(n)) for investment  purposes
          only,  and  not  with a view  to,  or  for,  resale,  distribution  or
          fractionalisation  thereof,  in whole or in part,  and no other person
          has a direct or indirect beneficial interest in such Shares;

     (l)  the  Subscriber  is not an  underwriter  of, or dealer  in, the common
          shares of the Company, nor is the Subscriber  participating,  pursuant
          to a contractual  agreement or otherwise,  in the  distribution of the
          Shares;

     (m)  the  Subscriber  (i)  is  able  to  fend  for  him/her/itself  in  the
          Subscription;  (ii) has such  knowledge  and  experience  in  business
          matters  as to be capable  of  evaluating  the merits and risks of its
          prospective  investment  in the  Shares;  and (iii) has the ability to
          bear the economic risks of its  prospective  investment and can afford
          the complete loss of such investment;

     (n)  if the  Subscriber is acquiring the Shares as a fiduciary or agent for
          one or more investor accounts:

          (i)  the Subscriber  has sole  investment  discretion  with respect to
               each such  account  and it has full  power to make the  foregoing
               acknowledgements,  representations  and  agreements  on behalf of
               such account, and

          (ii) the  investor  accounts  for  which  the  Subscriber  acts  as  a
               fiduciary  or agent  satisfy  the  definition  of an  "Accredited
               Investor",  as the term is adopted by the  British  Columbia  and
               Alberta Securities Commissions;

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<PAGE>
     (o)  the Subscriber  acknowledges  that the Subscriber has not acquired the
          Shares as a result of, and will not  itself  engage in, any  "directed
          selling  efforts"  (as defined in  Regulation S under the 1933 Act) in
          the United  States in respect of the Shares  which  would  include any
          activities  undertaken for the purpose of, or that could reasonably be
          expected to have the effect of,  conditioning the market in the United
          States  for the  resale of the  Shares;  provided,  however,  that the
          Subscriber  may sell or  otherwise  dispose of the Shares  pursuant to
          registration of the Shares pursuant to the 1933 Act and any applicable
          state and provincial  securities  laws or under an exemption from such
          registration requirements and as otherwise provided herein;

     (p)  the Subscriber is not aware of any advertisement of any of the Shares;
          and

     (q)  no  person   has  made  to  the   Subscriber   any   written  or  oral
          representations:

          (i)  that any person will resell or repurchase any of the Shares;

          (ii) that any  person  will  refund the  purchase  price of any of the
               Shares;

          (iii) as to the future price or value of any of the Shares; or

          (iv) that any of the Shares  will be listed and posted for  trading on
               any stock exchange or automated  dealer  quotation system or that
               application  has been made to list and post any of the  Shares of
               the Company on any stock exchange or automated  dealer  quotation
               system.

7. ACKNOWLEDGEMENT AND WAIVER

7.1 The Subscriber has acknowledged that the decision to purchase the Shares was
solely made on the basis of available  information  provided to the  Subscriber.
The Subscriber hereby waives, to the fullest extent permitted by law, any rights
of withdrawal,  rescission or  compensation  for damages to which the Subscriber
might be entitled in connection with the distribution of the Shares.

8. LEGENDING OF SUBJECT SHARES

8.1 The Subscriber hereby acknowledges that that upon the issuance thereof,  and
until  such  time  as the  same  is no  longer  required  under  the  applicable
securities laws and regulations, the certificates representing any of the Shares
will bear a legend in substantially the following form:

         "THESE SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO
         ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER
         THE UNITED STATES  SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").
         ACCORDINGLY,  NONE OF THE SECURITIES TO WHICH THIS CERTIFICATE  RELATES
         HAVE BEEN REGISTERED  UNDER THE 1933 ACT, OR ANY U.S. STATE  SECURITIES
         LAWS,  AND,  UNLESS SO  REGISTERED,  NONE MAY BE OFFERED OR SOLD IN THE
         UNITED STATES OR, DIRECTLY OR INDIRECTLY,  TO U.S.  PERSONS (AS DEFINED
         HEREIN)  EXCEPT  PURSUANT TO AN  EFFECTIVE  REGISTRATION  STATEMENT  OR
         PURSUANT TO AN EXEMPTION  FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
         REGISTRATION  REQUIREMENTS  OF THE  1933 ACT AND IN EACH  CASE  ONLY IN
         ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION,  HEDGING
         TRANSACTIONS  INVOLVING THE SECURITIES  MAY NOT BE CONDUCTED  UNLESS IN
         ACCORDANCE WITH THE 1933 ACT."

8.2 The  Subscriber  hereby  acknowledges  and  agrees to the  Company  making a
notation on its records or giving  instructions  to the  registrar  and transfer
agent of the Company in order to  implement  the  restrictions  on transfer  set
forth and described in this Subscription Agreement.

8.3  Each  Subscriber  acknowledges  that  the  Shares  are  subject  to  resale
restrictions  in British  Columbia  and Alberta and may not be traded in British
Columbia except as permitted by the B.C. Act and the rules made  thereunder.  In
particular,  pursuant  to  Multilateral  Instrument  45-102,  as  adopted by the

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British Columbia  Commission,  a subsequent trade in any of the Shares will be a
distribution  subject  to  the  prospectus  and  registration   requirements  of
applicable Canadian securities  legislation,  unless certain conditions are met,
including the following:

     (a)  at least four months (the  "Canadian  Hold Period") shall have elapsed
          from the date on which the Shares were issued to the Subscribers;

     (b)  during the  currency of the  Canadian  Hold  Period,  any  certificate
          representing  the Shares is  imprinted  with a legend  (the  "Canadian
          Legend") stating:

               "UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE
               SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE [INSERT THE DATE
               THAT IS FOUR MONTHS AND A DAY AFTER THE DISTRIBUTION DATE."

     (c)  the trade is not a control  distribution  (as defined in  Multilateral
          Instrument 45-102);

     (d)  no unusual  effort is made to prepare the market or to create a demand
          for the Shares that are the subject of the trade;

     (e)  no  extraordinary  commission or  consideration is paid to a person or
          company in respect of the trade; and

     (f)  if the  selling  security  holder  is an  insider  or  officer  of the
          Company,  the selling  security  holder has no  reasonable  grounds to
          believe that the Company is in default of securities legislation.

8.4 By executing  and  delivering  this  Agreement,  each  Subscriber  will have
directed  the  Company not to include the  Canadian  Legend on any  certificates
representing the Shares to be issued to such Subscriber.  As a consequence,  the
Subscriber  will not be able to rely on the resale  provisions  of  Multilateral
Instrument  45-102,  and any subsequent  trade in the Shares during or after the
Canadian  Hold  Period  will be a  distribution  subject to the  prospectus  and
registration requirements of Canadian securities legislation, to the extent that
the trade is at that time subject to any such Canadian securities legislation.

9. COMMISSION TO THE AGENT

9.1 The  Subscriber  understands  that upon Closing the Company may, in its sole
discretion,  approve the  payment of a  commission  to an agent or agents,  such
commission to be  calculated on the basis of a percentage of the gross  proceeds
of the  Offering  raised  from  Subscribers  introduced  to the  Company by such
agent(s).

10. COSTS

10.1 The Subscriber acknowledges and agrees that all costs and expenses incurred
by the Subscriber  (including any fees and  disbursements of any special counsel
retained  by the  Subscriber)  relating to the  purchase of the Shares  shall be
borne by the Subscriber.

11. GOVERNING LAW

11.1 This Subscription Agreement is governed by the laws of the State of Nevada.
The  Subscriber,  in its personal or corporate  capacity and, if applicable,  on
behalf of each beneficial  purchaser for whom it is acting,  irrevocably attorns
to the jurisdiction of the courts of the State of Nevada.

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12. SURVIVAL

12.1   This   Subscription   Agreement,   including   without   limitation   the
representations,  warranties and covenants  contained herein,  shall survive and
continue  in full  force and  effect  and be  binding  upon the  parties  hereto
notwithstanding  the  completion of the purchase of the Shares by the Subscriber
pursuant hereto.

13. ASSIGNMENT

13.1 This Subscription Agreement is not transferable or assignable.

14. SEVERABILITY

14.1 The  invalidity or  unenforceability  of any  particular  provision of this
Subscription  Agreement shall not affect or limit the validity or enforceability
of the remaining provisions of this Subscription Agreement.

15. ENTIRE AGREEMENT

15.1 Except as  expressly  provided in this  Subscription  Agreement  and in the
agreements, instruments and other documents contemplated or provided for herein,
this  Subscription  Agreement  contains the entire agreement between the parties
with respect to the sale of the Shares and there are no other terms, conditions,
representations or warranties,  whether expressed,  implied, oral or written, by
statute or common law, by the Company or by anyone else.

16. NOTICES

16.1 All  notices  and other  communications  hereunder  shall be in writing and
shall be deemed to have been duly given if mailed or transmitted by any standard
form of  telecommunication.  Notices to the Subscriber  shall be directed to the
address on the signature page of this Subscription  Agreement and notices to the
Company  shall be directed to it at VB Trade Inc.  (the  "Company")  Moshav Beni
Zion, Zip 60910, Israel. Attention: President.

17. COUNTERPARTS AND ELECTRONIC MEANS

17.1 This Subscription  Agreement may be executed in any number of counterparts,
each of which, when so executed and delivered,  shall constitute an original and
all of which together shall  constitute one instrument.  Delivery of an executed
copy of this  Subscription  Agreement by electronic  facsimile  transmission  or
other means of electronic communication capable of producing a printed copy will
be deemed to be execution and delivery of this Subscription  Agreement as of the
date hereinafter set forth.

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18. DELIVERY INSTRUCTIONS

18.1 The Subscriber hereby directs the Company to deliver the Share Certificates
to:

          ----------------------------------------------------------------------
          (name)
          ----------------------------------------------------------------------
          (address)

18.2 The  Subscriber  hereby  directs  the  Company  to cause  the  Shares to be
registered on the books of the Company as follows:

          ----------------------------------------------------------------------
          (name)
          ----------------------------------------------------------------------
          (address)

IN WITNESS WHEREOF the Subscriber has duly executed this Subscription  Agreement
as of the date of acceptance by the Company.

                          ------------------------------------------------------
                          (Name of Subscriber - Please type or print)

                          ------------------------------------------------------
                          (Signature and, if applicable, Office)

                          ------------------------------------------------------
                          (Address of Subscriber)

                          ------------------------------------------------------
                          (City, State or Province, Postal Code of Subscriber)

                          ------------------------------------------------------
                          (Country of Subscriber)

                          ------------------------------------------------------
                          (Fax and/or E-mail Address of Subscriber)

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EXHIBIT A

                                  QUESTIONNAIRE

The purpose of this  Questionnaire  is to assure the Company that the Subscriber
will meet certain  requirements for the  registration and prospectus  exemptions
provided  for under MI 45-103,  in respect of a proposed  private  placement  of
securities  by the Company  (the  "Transaction").  The Company  will rely on the
information   contained  in  this   Questionnaire   for  the  purposes  of  such
determination.

The  undersigned  Subscriber  covenants,  represents and warrants to the Company
that:

     1.   the  Subscriber  has such  knowledge  and  experience in financial and
          business  matters as to be capable of evaluating  the merits and risks
          of the  Transaction  and the  Subscriber  is able to bear the economic
          risk of loss arising from such Transaction;

     2.   the Subscriber  satisfies one or more of the categories of "accredited
          investor"  (as that term is  defined  in MI  45-103)  indicated  below
          (please check the appropriate box):

          [    ] an  individual  who  beneficially  owns, or who together with a
               spouse  beneficially  own,  financial  assets  (as  defined in MI
               45-103) having an aggregate  realizable value that,  before taxes
               but net of any related liabilities, exceeds CDN. $1,000,000;

          [    ] an  individual  whose net income  before  taxes  exceeded  CDN.
               $200,000 in each of the two more recent years or whose net income
               before taxes combined with that of a spouse exceeded  $300,000 in
               each of those years and who,  in either  case,  has a  reasonable
               expectation of exceeding the same net income level in the current
               year;

          [    ] an  individual  registered  or  formerly  registered  under the
               SECURITIES   ACT   (British   Columbia),   or  under   securities
               legislation   in   another   jurisdiction   of   Canada,   as   a
               representative  of a  person  or  company  registered  under  the
               SECURITIES   ACT   (British   Columbia),   or  under   securities
               legislation in another  jurisdiction of Canada,  as an adviser or
               dealer;

          [    ]  a  Canadian  financial  institution  as  defined  in  National
               Instrument  14-101,  or an  authorized  foreign  bank  listed  in
               Schedule III of the BANK ACT (Canada);

          [    ] the Business  Development Bank of Canada incorporated under the
               BUSINESS DEVELOPMENT BANK ACT (Canada);

          [    ] an association  under the COOPERATIVE  CREDIT  ASSOCIATIONS ACT
               (Canada) located in Canada;

          [    ] a subsidiary of any company referred to in any of the foregoing
               categories,  where the company owns all of the voting  securities
               of the subsidiary,  except the voting securities  required by law
               to be owned by directors of that subsidiary;

          [    ] a  person  or  company  registered  under  the  SECURITIES  ACT
               (British  Columbia),  or under securities  legislation of another
               jurisdiction of Canada, as an adviser or dealer;

          [    ] a pension  fund that is  regulated  by either the Office of the
               Superintendent of Financial Institutions (Canada) or a provincial
               pension commission or similar regulatory authority;

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<PAGE>
          [    ] an entity organized in a foreign jurisdiction that is analogous
               to any  of  the  entities  referred  to in  any of the  foregoing
               categories in form and function;

          [    ]  the  government  of  Canada  or  a  province,   or  any  crown
               corporation or agency of the government of Canada or a province;

          [    ] a municipality, public board or commission in Canada;

          [    ]  a  national,   federal,  state,  provincial,   territorial  or
               municipal  government of or in any foreign  jurisdiction,  or any
               agency thereof;

          [    ] a registered charity under the INCOME TAX ACT (Canada);

          [    ]  a  corporation,   limited   partnership,   limited   liability
               partnership,  trust  or  estate,  other  than a  mutual  fund  or
               non-redeemable  investment  fund, that had net assets of at least
               CDN.  $5,000,000  as  reflected  on its  most  recently  prepared
               financial statements;

          [    ] a  mutual  fund or  non-redeemable  investment  fund  that,  in
               British  Columbia,  distributes it securities  only to persons or
               companies that are accredited investors;

          [    ] a  mutual  fund or  non-redeemable  investment  fund  that,  in
               British  Columbia,  distributes its securities under a prospectus
               for which a receipt has been issued by the executive  director of
               the British Columbia Securities Commission; or

          [    ] a person or  company  in  respect of which all of the owners of
               interests,  direct or indirect, legal or beneficial,  are persons
               or companies that are accredited investors.

The  Subscriber  acknowledges  and agrees that the Subscriber may be required by
the  Company to  provide  such  additional  documentation  as may be  reasonably
required by the Company and its legal counsel in  determining  the  Subscriber's
eligibility.

IN WITNESS  WHEREOF,  the undersigned has executed this  Questionnaire as of the
____ day of _______________________ , 2006.



If a Corporation, Partnership             If an Individual:
or Other Entity:

--------------------------------------    --------------------------------------
Print or Type Name of Entity              Signature

--------------------------------------    --------------------------------------
Signature of Authorized Signatory         Print or Type Name

--------------------------------------
Type of Entity

                                       11
<PAGE>
                               A C C E P T A N C E

The  above-mentioned  Subscription  Agreement in respect of the Shares is hereby
accepted by the Company.

DATED at Vancouver the 17th day of October, 2006.

VB TRADE, INC.


Ray Primack, director.


Per: Authorized Signatory

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