Unassociated Document


    Consulting
      Agreement

    


    THIS
      CONSULTING AGREEMENT (this
      "Agreement"),
      dated as
      of
      July 11, 2008, by and between
      T.O.D. Taste on Demand Inc. a
      Nevada
      corporation (the "Company")
      and
      E.O. Artsiely LTD, Israeli VAT number 513348953 by Mr. Eyal Artsiely 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 satisfactory performance 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 $9,600 (excluding VAT) (the
      "Consultancy
      Fee");
      $2,500 of which will be payable within 10 business days of the agreement signing
      date hereof and the balance of the Consultancy Fee will be payable within 10
      business days of the date on which each relevant stage of the Services will
      be
      completed as set forth in Annex B; provided, that if a relevant stage of the
      Services is not completed, no Consultancy Fee in respect of such stage will
      be
      payable by the Company to the Consultant. 

    


    3.2. In
      addition to the Consultancy Fee, the Consultant shall be granted 14,286 shares
      of Common Stock, par value 0.0001 per share of the Company ("Stock
      Compensation"),
      which
      represent additional compensation of $2,000 based 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. 

    


    


    3.3. The
      Company may withhold any amount required to be withheld by it under applicable
      Israeli 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.

            	
              Term
                and Termination

            


    

    


    This
      Agreement shall be in effect until completion of the Services by the Consultant
      or earlier termination by the Company, with or without cause, by providing
      30
      days' advance written notice to this effect to the Consultant. 

    In
      such
      case, all payments required to cover the work that was done up to the
      termination notice, will be paid instantly. 

    


    
      	
              5.

            	
              Confidentiality,
                Development Rights and Non-Competition 

            


    

    


    
      	 	
              Confidentiality:

            


    

    


    5.1. 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.

    


    5.2. 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 0.

    



    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    


    
      	 	
              Development
                Rights:

            


    

    


    5.3. 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. 

    


    Notwithstanding
      the foregoing, if IP Rights are registered, the Company will name the Consultant
      as inventor or additional inventor for credit purposes (with no rights
      whatsoever in the IP Rights).    

    


    
      	 	
              Non-Competition

            


    

    


    5.4. The
      Consultant shall not be involved (including, without limitation, as an owner,
      independent contractor, shareholder, director, partner, manager, agent, employee
      or advisor), directly or indirectly, in any way, in any activity which is
      competitive with the business of the Company covered by the patent application
      of the Company. It is hereby expressly acknowledged that the business and
      operating market of the Company is world wide, and consequently, the obligations
      prescribed in this Section 0
      shall
      apply on a world-wide basis.

    


    The
      provisions of this Sections 0
      shall
      survive the expiration or any termination of this Agreement.

    


    
      	
              6.

            	
              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.


    
      
        
        

      

      
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              7.

            	
              Miscellaneous

            


    

    


    7.1. 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.

    


    7.2. 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.

    


    7.3. Neither
      this Agreement nor any right or interest hereunder shall be assignable or
      transferable by the Consultant, its beneficiaries or legal representative.
      The
      Company may assign its rights and obligations hereunder without obtaining the
      Consultant's consent.

    


    7.4. 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.

    


    7.5. 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).

    


    7.6. 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.
      

    


    [remainder
      of page intentionally left blank]

    


    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

            


    

    



    
      
        
        

      

      
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    Annex
      A - Services

    


    Production
      of a functional prototype product capable of threading the neck of mineral
      water
      bottles on the one hand, enabling their closure by corresponding screw-on bottle
      caps on the other hand. 

    


    The
      product will contain a number of cells for the storage of semi-hard “candies”
containing flavor essences to be added to the mineral water. The desired choice
      of flavor can be obtained through the product “selector”. It will be sold as an
      independent product suitable for use in bottled mineral water.

    



    
      
        
        

      

      
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    Annex
      B - Schedule

    


    
      	Development
              Procedure
              and Costs:	 	 	 	 	 	 	 
	Phase	 	Steps taken 	 	Responsible	 	Cost ($)**	 	Timetable
	 	 	 	 	 	 	 	 	 	 
	1	 	Completing description &
              conceptual planning 
               for
                production of proto-

               type
                (PDR) 

            	 	
               E.A.

              Artsiely
                

            	 	5,000	 	5 weeks after approval of proposal 	 
	 	 	 	 	 	 	 	 	 	 
	2	 	Detailed planning (chosen concept)for
              production of Artsiely selecting prototype(CDR)
              	 	
               E.A.

              Artsiely
                

            	 	3,500 	 	3 weeks from 
              preferred
                

              concept
                

            	 
	 	 	 	 	 	 	 	 	 	 
	3	 	 Producing prototype 	 	
              Manfctrs
                + 

              E.A.
                Artsiely 

            	 	10% of suppliers’ invoices	
            	Per mfctrs . timetable
               est.cost
                of

              parts:
                cca $1,000

            	 
	 	 	 	 	 	 	 	 	 	 
	4	 	Planning improvements  in keeping with
              lessons  learned from prototype 	 	E.A..Artsiely 	 	 	 	1 week from 
              noting
                

              required

              improvemts
                

            	 
	 	 	 	 	 	 	 	 	 	 
	5	 	Producing pototype II 	 	Manufacturers+ E.A.Artsiely 	 	10% of suppliers’ invoices	 	Per mfctrs time timetable,
              est. cost
              of parts: cca.
              $1,000	 
	 	 	 	 	 	 	 	 	 	 
	6	 	Labor per hour*** 	 	 	 	 75	 	In case of 
              substantial
                

              change
                in 

              product
                des- 

              cription,
                or a

              demand
                for 

              labor
                exceeding 

              planned
                labor

              framework.

            	 
	 	 	 	 	 	 	 	 	 	 


    

    


    
 

    

      
        
          
          

        

        
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    *
      Comments

    **
      Prices
      do not include VAT

    ***
      Only
      upon specific written request made by the Company

    


    Purchasing:

    Purchase
      of parts and work from an outside source will be carried out by the Company
      at
      its expense.

    


    Process:

    


    The
      process can be stopped at the conclusion of each phase.

    A
      discussion will be held on completion of each step and results presented as
      stated in the chart. The Company may decide whether it wishes to continue or
      to
      terminate this engagment. This decision will be submitted to E.A.Artsiely LTD
      in
      writing.

    


    The
      result of the development process until the engagement is terminated will belong
      to the Company after payment by its of all Consultancy Fee required until this
      point.

    


    Should
      the process be terminated, further assistance and advice will be obtainable,
      to
      be charged per actual hours of labor performed at a cost of $75 per working
      hour
      - as per performance report of E.A. Artsiely. 

    


    Planning
      to be performed on Solidworks software.

     

     

    
      
        
        

      

      
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