EXHIBIT
      10.1

     

    SUBSCRIPTION
      AGREEMENT 

    


    BOAZ
      HOLDINGS INC.

    


    The
      undersigned hereby subscribes for 100 shares of common stock, $.001 par value
      per share (the “Shares”) of Boaz Holdings Inc., a Delaware corporation (the
“Company”). 

    


    The
      undersigned agrees to pay the aggregate subscription price of $1,000,000 for
      the
      Shares being purchased hereunder. The entire purchase price is due and payable
      upon the submission of this Subscription Agreement and shall be payable to
      the
      order of the Company. 

    


    The
      undersigned acknowledges that the Shares being purchased hereunder will not
      be
      registered under the Securities Act of 1933, as amended (the "Act"), or the
      securities laws of any state, that absent an exemption from registration
      contained in those laws, the Shares require registration, and that the Company's
      reliance upon such exemption is based upon the undersigned's representations,
      warranties, and agreements contained in this Subscription Agreement.


    


    1. The
      undersigned represents, warrants, and agrees as follows: 

    


    a.
      The
      undersigned agrees that this Subscription Agreement is and shall be irrevocable.
      

    


    b.
      The
      undersigned has been given the opportunity to ask questions of, and receive
      answers from, the Company concerning the terms and conditions of this offering
      and to obtain such additional information, to the extent the Company possesses
      such information or can acquire it without unreasonable effort or expense,
      necessary to verify the accuracy of same as the undersigned reasonably desires
      in order to evaluate the investment. The undersigned has had the opportunity
      to
      discuss any questions with his counsel or other advisor. Notwithstanding the
      foregoing, the only information upon which the undersigned has relied is that
      set forth herein. The undersigned has received no representations or warranties
      from the Company, its employees, agents or attorneys in making this investment
      decision other than as set forth herein. The undersigned does not desire to
      receive any further information. 

    


    c.
      The
      undersigned is aware that the purchase of the Shares is a speculative investment
      involving a high degree of risk, that there is no guarantee that the undersigned
      will realize any gain from this investment, and that the undersigned could
      lose
      the total amount of this investment. 

    


    d.
      The
      undersigned understands that no federal or state agency has made any finding
      or
      determination regarding the fairness of the Shares for investment, or any
recommendation
      or endorsement of the Shares. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    e.
      The
      undersigned is purchasing the Shares for the undersigned's own account, with
      the
      intention of holding the Shares with no present intention of dividing or
      allowing others to participate in this investment or of reselling or otherwise
      participating, directly or indirectly, in a distribution of the Shares or the
      securities underlying the Shares, and shall not make any sale, transfer, or
      pledge thereof without registration under the Act and any applicable securities
      laws of any state or unless an exemption from registration is available under
      those laws. 

    


    f.
      The
      undersigned represents that if an individual, he has adequate means of providing
      for his or her current needs and personal and family contingencies and has
      no
      need for liquidity in this investment in the Shares. The undersigned has no
      reason to anticipate any material change in his or her personal financial
      condition for the foreseeable future. 

    


    g.
      The
      undersigned is financially able to bear the economic risk of this investment,
      including the ability to hold the Shares indefinitely, or to afford a complete
      loss of his investment in the Shares. The
      undersigned is an “Accredited Investor” as such term is defined under Regulation
      D under the Securities Act of 1933. 

    


    h.
      The
      undersigned represents that the undersigned's overall commitment to investments
      which are not readily marketable is not disproportionate to the undersigned's
      net worth, and the undersigned's investment in the Shares will not cause such
      overall commitment to become excessive. The undersigned understands that the
      statutory basis on which the Shares are being sold to the undersigned and others
      would not be available if the undersigned's present intention were to hold
      the
      Shares for a fixed period or until the occurrence of a certain event. The
      undersigned realizes that in the view of the Securities and Exchange Commission
      (the “Commission”), a purchase now with a present intent to resell by reason of
      a foreseeable specific contingency or any anticipated change in the market
      value, or in the condition of the Company, or that of the industry in which
      the
      business of the Company is engaged or in connection with a contemplated
      liquidation, or settlement of any loan obtained by the undersigned for the
      acquisition of the Shares, and for which such Shares may be pledged as security
      or as donations to religious or charitable institutions for the purpose of
      securing a deduction on an income tax return, would, in fact, represent a
      purchase with an intent inconsistent with the undersigned's representations
      to
      the Company, and the Commission would then regard such sale as a sale for which
      the exemption from registration is not available. The undersigned will not
      pledge, transfer or assign this Subscription Agreement. 

    


    i.
      The
      undersigned represents that the funds provided for this investment are either
      separate property of the undersigned, community property over which the
      undersigned has the right of control, or are otherwise funds as to which the
      undersigned has the sole right of management. The undersigned is purchasing
      the
      Shares with the funds of the undersigned and not with the funds of any other
      person, firm, or entity and is acquiring the Shares for the undersigned's
      account. No person other than the undersigned has any beneficial interest in
      the
      Shares being purchased hereunder. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    j.
      The
      address shown under the undersigned's signature at the end of this Subscription
      Agreement is the undersigned's principal residence if he or she is an
      individual, or its principal business address if it is a corporation or other
      entity. 

    


    l.
      The
      undersigned has such knowledge and experience in financial and business matters
      as to be capable of evaluating the merits and risks of an investment in the
      Shares. 

    m.
      The
      undersigned acknowledges that the certificates for the Shares which the
      undersigned will receive will contain a legend substantially as follows:


    


    “THE
      SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED (THE “1933 ACT”), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED,
      PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE 1933 ACT, OR
      UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE
      SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH SALE, TRANSFER,
      ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS
      DELIVERY REQUIREMENTS OF THE 1933 ACT.” 

    


    The
      undersigned further acknowledges that a stop transfer order will be placed
      upon
      the certificates for the securities in accordance with the Act. The undersigned
      further acknowledges that the Company is under no obligation to aid the
      undersigned in obtaining any exemption from registration requirements. The
      Shares and Warrants shall have piggy back registration rights should the company
      file a registration statement within two years from the date hereof.


    


    n.
      The
      undersigned represents that the investor is an “accredited investor” as that
      term is defined under the Act. 

    


    3. The
      Company has been duly and validly incorporated and is validly existing and
      in
      good standing as a corporation under the laws of the State of Delaware. The
      Company represents that it has all requisite power and authority, and all
      necessary authorizations, approvals and orders required as of the date hereof
      to
      own its properties and conduct its business and to enter into this Subscription
      Agreement and to be bound by the provisions and conditions hereof. 

    


    4. Except
      as
      otherwise specifically provided for hereunder, no party shall be deemed to
      have
      waived any of his or its rights hereunder or under any other agreement,
      instrument or papers signed by any of them with respect to the subject matter
      hereof unless such waiver is in writing and signed by the party waiving said
      right. Except as otherwise specifically provided for hereunder, no delay or
      omission by any party in exercising any right with respect to the subject matter
      hereof shall operate as a waiver of such right or of any such other right.
      A
      waiver on any one occasion with respect to the subject matter hereof shall
      not
      be construed as a bar to, or waiver of, any right or remedy on any future
      occasion. All rights and remedies with respect to the subject matter hereof,
      whether evidenced hereby or by any other agreement, instrument, or paper, will
      be cumulative, and may be exercised separately or concurrently. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    6.
      The
      parties have not made any representations or warranties with respect to the
      subject matter hereof not set forth herein, and this Subscription Agreement,
      together with any instruments or documents executed simultaneously herewith
      in
      connection with this offering, constitutes the entire agreement between them
      with respect to the subject matter hereof. All understandings and agreements
      heretofore had between the parties with respect to the subject matter hereof
      are
      merged in this Subscription Agreement and any such instruments and documents,
      which alone fully and completely expresses their agreement. 

    


    7.
      This
      Subscription Agreement may not be changed, modified, extended, terminated or
      discharged orally, but only by an agreement in writing, which is signed by
      all
      of the parties to this Subscription Agreement. 

    


    8.
      The
      parties agree to execute any and all such other further instruments and
      documents, and to take any and all such further actions reasonably required
      to
      effectuate this Subscription Agreement and the intent and purposes hereof.
      

    


    9.
      This
      Subscription Agreement shall be governed by and construed in accordance with
      the
      laws of the State of New York and the undersigned hereby consents to the
      jurisdiction of the courts of the State of New York and the United States
      District Courts situated therein. 

    


    EXECUTION
      BY SUBSCRIBER 

    


    B&D
      Food Corp.

    


    
      	
              /s/
                Daniel Ollech

            
	
              By:
                Daniel Ollech

            
	
              Title:
                CEO

            


    

    


    575
      Madison Avenue

    Suite
      1006

    New
      York,
      NY 10022