T.O.D.
      Taste on Demand Inc. – Consulting Agreement


    Consulting
      Agreement

    


    THIS
      CONSULTING AGREEMENT (this
      "Agreement"),
      dated as
      of May
      25th, 2008, by and between
      T.O.D. Taste on Demand Inc. a
      Nevada
      corporation (the "Company")
      and
      Mr. Eitan Granot, Israeli ID number 53905469 the ("Consultant").

    


    
      	
              1.

            	
              The
                Services

            


    

    


    The
      Consultant shall provide the Company with the services described in Annex
      A
      attached
      hereto (the "Services").
      The
      Consultant shall perform the Services in a diligent, timely, faithful,
      responsible, competent and trustworthy manner and shall exercise due
      professional care. The Consultant shall devote to the Company such amount of
      time necessary for satisfactorily perforce of the Services. 

    


    The
      Services will be provided in accordance with the schedule set forth in
Annex
      B.

    


    
      	
              2.

            	
              Presentations
                and Warranties

            


    

    


    
      	
            	2.1.	
              The
                Consultant declares that –

            


    

    


    
      	 	
              2.1.1.

            	
              It
                has the knowledge, skills, training, qualifications and experience
                required to supply the Services in accordance to this
                Agreement.

            


    

    


    
      	 	
              2.1.2.

            	
              It
                is under no obligation, contractual or other, which creates a conflict
                of
                interests with other obligations under this
                Agreement.

            


    

    


    
      	
            	2.2.	
              The
                Consultant undertakes not to enter any contractual relation during
                the
                term of this Agreement which might create a conflict of interests
                with the
                Consultant's obligations hereunder or with the interests of the
                Company.

            


    

    


    
      	
            	2.3.	
              The
                Consultant acknowledges that it is aware that the Company is a reporting
                company under the 1934 Exchange Act and that it may be required to
                disclose the terms of this Agreement and to file this Agreement with
                the
                United States Securities and Exchange Commission.
                

            


    

    


    
      	
              3.

            	
              Compensation

            


    

    


    
      	
            	3.1.	
              In
                consideration for the performance of the Services by the Consultant,
                the
                Company shall pay the Consultant a total sum of up to $5,000 (the
                "Consultancy
                Fee");
                $2,500 of which will be payable within ten business days of the date
                hereof and additional $2,500 will be payable within ten business
                days of
                the date on which the Consultant consummates development of the products
                (stage 5 in Annex B). 

            


    

    


    
      	
            	3.2.	
              In
                addition to the Consultancy Fee, the Consultant shall be granted
                17,857
                shares of Common Stock, par value 0.001 per share of the Company
                ("Stock
                Compensation"),
                which represents additional compensation of $2,500 based on a price
                per
                share of Common Stock of $0.14. The Consultant acknowledges that
                the Stock
                Compensation is comprised of restricted securities that are subject
                to
                certain limitations on transferability based on applicable securities
                laws. 

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    During
      the period
      commencing 12 months following the date hereof and ending 24 months following
      the date hereof, the Consultant shall have the option to require the Company
      to
      purchase from him the Stock Compensation for an aggregate consideration of
      $2,500. 

     

    
      	
            	3.3.	
              The
                Company may withhold any amount required to be withheld by it under
                applicable tax law from any payment of the Consultancy Fee. The
                Consultancy Fee shall be paid in United States dollars.
                

            


    

    


    
      	
            	3.4.	
              The
                Consultant shall not be entitled to receive any reimbursement of
                expenses
                whatsoever, other than as decided in writing by the
                Company.

            


    

    


    
      	
              4.

            	
              Confidentiality,
                Development Rights and Non-Competition 

            


    

    


    
      	 	
              Confidentiality:

            


    

    


    
      	
            	4.1.	
              The
                Consultant shall maintain any and all Confidential Information (as
                defined
                below) in strict confidence at all times and shall not, directly
                or
                indirectly, publish, reveal, or otherwise disclose or make available
                such
                Confidential Information to any person or entity and not to use the
                Confidential Information for any purpose other than for the performance
                of
                his Services hereunder without obtaining the Company's advanced written
                consent. For purposes of this Agreement, "Confidential
                Information"
                shall mean any and all non-public information in whatever form or
                media
                relating to the Company, including without limitation any commercial
                and
                financial information, technical information, know-how and trade
                secrets,
                information regarding customers, suppliers, business partners,
                etc.

            


    

    


    
      	
            	4.2.	
              Upon
                the Company’s request or upon termination of this Agreement, according to
                the earlier, the Consultant shall return to the Company any and all
                documents and other tangible materials containing Confidential Information
                and shall erase or destroy any computer or data files containing
                such
                Confidential Information, such that no copies or samples of Confidential
                Information shall remain with him. Upon request by the Company, the
                Consultant shall certify in writing that it has fully complied with
                the
                provisions of this Section ‎4.

            


    

    


    
      	
            	4.3.	
              The
                Company realizes and acknowledges that the Consultant is presently
                and for
                years has been dealing with various factors, and will continue to
                do so
                during and after the engagement hereunder, in the development and
                production of beverages including water, flavored water, functional
                drinks
                possessing various qualities, in varied packaging, based on a blend
                of raw
                materials and plants, as well as other types of beverages and foods,
                in
                this country and overseas; and the Company will not at present, nor
                in the
                future, entertain any objections or claims regarding these
                dealings.

            


    

    
       

        Development
          Rights:

      

    

    


    
      	
            	4.4.	
              The
                Consultant acknowledges that all inventions, developments, mask works,
                trade secrets, modifications, ideas, techniques, know-how, designs,
                proprietary information, whether or not patentable or otherwise
                protectable, and all intellectual property associated therewith,
                which are
                invented, made, developed, discovered or conceived, in whole or in
                part,
                by it, independently, or jointly with others, (i) within the framework
                of
                providing the Services hereunder; or (ii) with the use of any Company’s
                equipment, supplies, facilities, or proprietary information; shall
                be the
                sole and exclusive property of the Company (all of the above: the
                "IP
                Rights").
                The Consultant shall have no rights, claims or interest whatsoever
                in or
                with respect to the IP Rights. The Consultant hereby irrevocably
                and
                unconditionally assigns to the Company any and all rights and interests
                in
                or to the IP Rights.

            


    

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    The
      provisions of this Sections ‎4
      shall
      survive the expiration or any termination of this Agreement.

    


    
      	
              5.

            	
              Relationship
                of the Parties.

            


    

    


    The
      Company and the Consultant agree that the Consultant is an "independent
      contractor" and neither this Agreement nor the performance hereof shall be
      construed as creating between the Company and the Consultant, any partnership,
      joint venture, employment relationship or any other similar relationship, and
      neither party hereto shall be liable for the debts or obligation of the other.
      

    


    Except
      as
      specifically provided in this Agreement, the Consultant shall not act and shall
      not represent himself as a representative of the Company and shall not make
      any
      commitment to enter into any agreement or take obligation on behalf of the
      Company, unless expressly so authorized in writing by the Company.

    


    
      	
              6.

            	
              Miscellaneous

            


    

    


    
      	
            	6.1.	
              This
                Agreement may be modified, canceled, renewed or extended, and the
                terms
                and covenants hereof may be waived, only by a written instrument
                executed
                by both parties. The failure of any party, at any time or times,
                to
                require performance of any provision of this Agreement shall in no
                manner
                affect the right of such party, at a later time, to enforce the same.
                No
                waiver by any party of the breach of any term or covenant, whether
                by
                conduct or otherwise, in any one or more instances, shall be deemed
                to be,
                or construed as, a further or continuing waiver of any breach, or
                a waiver
                of the breach of any other term or
                covenant.

            


    

    


    
      	
            	6.2.	
              The
                parties agree and confirm that all matters relating to the validity,
                interpretation, implementation and enforcement of this Agreement,
                and the
                rights, duties and obligations thereof pursuant hereto, shall be
                governed
                solely by the laws of the State of Nevada. Exclusive jurisdiction
                with
                respect to any matter arising from or related to this Agreement shall
                rest
                with the competent courts in the State of Nevada
                only.

            


    

    


    
      	
            	6.3.	
              Neither
                this Agreement nor any right or interest hereunder shall be assignable
                or
                transferable by the Consultant, its beneficiaries or legal
                representative.

            


    

    


    
      	
            	6.4.	
              This
                Agreement constitutes the entire agreement and understanding of the
                parties relating to the subject matter hereof and supersedes all
                prior
                understanding between the parties both oral and written regarding
                such
                subject matter.

            


    

    


    
      	
            	6.5.	
              The
                Consultant agrees to perform all further acts and execute, acknowledge
                and
                deliver any documents that may be necessary to carry out the provisions
                of
                this Agreement (including the assignment of the IP Rights to the
                Company).

            


    

    


    
      	
            	6.6.	
              This
                Agreement may be executed in several counterparts, each of which
                shall be
                deemed an original but all of which shall constitute one and the
                same
                instrument. 

            


    

    


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        3

        
          

        

      

      
        
        

      

    


    In
      Witness Whereof,
      the
      parties hereto have caused this Agreement to be duly executed on this
      day.


    


    
      	
              ___________________________

              T.O.D.
                Taste on Demand Inc.

            	 	
              ___________________________

              The
                Consultant

            
	 	 	 
	
               /s/
                David Katzir

            	 	
              /s/
                Eitan Granot

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    Annex
      A – Services

    


    The
      Company is engaged in the development of special products that will enable
      liquids to be flavored or mixed with materials when poured from their original
      container (e.g. bottled water). The product developed by the Company will enable
      the production or mixture of such liquids with more than one flavor or material
      and the addition (flavor or material) will be recognized in the poured liquid
      (and not in original container). The products of the Company may be implemented
      in a variety of different ways, including without limitations, addition of
      alcohol to regular drinks, baby formulas to water, flavors to water and vitamins
      to water.

    


    
      	
            	§	
              
                Development
                  of prototypes of special candies in different flavors. The
                  candies
                  will be located in a special plastic product to be supplied by
                  the Company
                  that will be an add-on to bottled water and through which the water
                  would
                  run and absorb the flavors of the candies.


              

            


    

    


    
      	
            	§	
              
                Development
                  of the selected components of the candies, from the planning
                  stage
                  until final completion of the candies in all its
                  aspects.

              

            


    

    


    
      	
            	§	
              
                
                  Provision
                    of information required to make decisions regarding the
                    appropriate
                    development of flavors.

                

              

            


    

    


    
      	
            	§	
              
                Supply
                  of all variables required to develop the special plastic
                  product
                  (precise volume, size, etc.) that will carry the candies and to
                  assist the
                  product development team.

              

            


    

    


    
      	
            	§	
              
                Advice
                  regarding technological factors in all matters pertaining
                  to the
                  foodstuff content of the candies.

              

            


    

    


    
      	
            	§	
              
                The
                  Consultant will accompany the production and packaging of
                  the
                  product, both in the plant owned by Side B as well as with the
                  subcontractors.

              

            


    

    


    
      	
            	§	
              
                The
                  Consultant will report, upon request, to the Company on
                  progress
                  and/or developments pertaining to the evolution of the
                  product.

              

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    Annex
      B – Schedule

    


    
      	
              STAGE

            	 	
              WEEKS
                –accum

            
	 	 	 
	
              1.
                Defining the products, their designation, components, physical structure
                and principal components

            	 	
              4

            
	 	 	 
	
              2.
                Planning bottle cap and building prototypes

            	 	
              10

            
	 	 	 
	
              3.
                Ordering samples and raw materials

            	 	
              -

            
	 	 	 
	
              4.
                Locating compression capability and production of suitable
                molds

            	 	 
	 	 	 
	
              5.
                Holding trials and tasting tests – for cap and bottle

            	 	
              16

            
	 	 	 
	
              Total
                duration of project: preliminary estimate:

            	 	 
	
              approx.
                16 weeks (4 to 5 months)

            	 	 


    

     

    
      
        
        

      

      
        6