Exhibit 4.1

                Not Valid Unless Countersigned by Transfer Agent
                                     Nevada


Number                       VB Trade, Inc.                               Shares

                      Authorized Common Stock: 1000,000,000
                               Par Value: $.0001


This Certifies that

Is The Record Holder Of

transferable on the books of the Corporation by the holder hereof in person or
by duly authorized attorney upon surrender of this Certificate properly
endorsed. This Certificate is not valid until countersigned by the Transfer
Agent and registered by the Registrar.

Witness, the facsimile seal of the Corporation and the facsimile signatures of
its duly authorized officers.

Dated


/s/ R. Primack                                     /s/ A. Friedman
----------------------------                       -----------------------------
Secretary                                          President

                                      VBTI
                                   CORPORATE
                                      SEAL
<PAGE>
The following abbreviations when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenants in common                    UNIF GIFT MIN ACT....Custodian
TEN ENT - as tenants by the entireties                            (Cust) (Minor)
JT TEN -  as joint tenants with right
          of survivorship and not as                      Act____________
          tenants in common                                    (State)

         Additional abbreviations may also be used though not in the above list.

For value received, ______________________ hereby sell, assign and transfer unto


PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE


________________________________________________________________________________
 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________  shares
of the  capital  stock  represented  by the  within  Certificate,  and do hereby
irrevocably constitute and appoint

_______________________________________________________________________ Attorney
to transfer  the said stock on the books of the within  named  Corporation  with
full power of substitution in the premises.


Dated: ________________________________


________________________________________________________________________________
THE SIGNATURES TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON
THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATSOEVER.


* NOTICE SIGNATURE GUARANTEED:

SIGNATURE(S)  MUST BE  GUARANTEED  BY A FIRM  WHICH IS A MEMBER OF A  REGISTERED
NATIONAL  STOCK  EXCHANGE,  OR BY A BANK  OTHER  THAN A SAVINGS  BANK OR A TRUST
COMPANY.  THE  GUARANTEEING  FIRM  MUST BE A MEMBER OF THE  MEDALLION  GUARANTEE
PROGRAM.


TRANSFER FEE WILL APPLY