SUBSCRIPTION
      AGREEMENT

     

    SHARES
      OF COMMON STOCK

     

    OF

     

    T.O.D.
      TASTE ON DEMAND INC.

     

    


     

    Ladies
      and Gentlemen:

     

    The
      undersigned (the “Subscriber”) understands that T.O.D. Taste on Demand Inc., a
      Nevada corporation (the “Company”), is offering for sale to the Subscriber the
      number of shares of the Company’s Common Stock, value per $0.001 (the “Common
      Stock”), set forth below the Subscriber’s name on the signature page hereto. The
      Subscriber acknowledges that it is not acting on the basis of any
      representations or warranties other than those set forth in this subscription
      agreement (this “Subscription Agreement”) and understands that the offering of
      the Common Stock (the “Offering”) is being made without registration of the
      Common Stock under the United States Securities Act of 1933, as amended (the
      “Act”), or any securities, “blue sky” or other similar laws of any foreign or
      domestic state (“State Securities Laws”), including without limitation, the
      jurisdiction in which the Subscriber resides.

     

    The
      Subscriber agrees as follows:

     

    1. Subscription.
      The
      Subscriber hereby tenders this subscription and applies for the purchase of
      up
      to twenty thousands (20,000) shares of Common Stock at a purchase price of
      $0.05
      per share for the aggregate purchase price of up to U.S. $1,000 (the “Purchase
      Price”).

     

    2. Payment
      for Common Stock.
      Payment
      of the Purchase Price shall be made simultaneously with the execution and
      delivery of this Subscription Agreement. Payment shall be made by check payable
      to the Escrow Agent (as defined below) in New Israeli Shequels based on the
      representative exchange rate on the date of payment. If this subscription is
      not
      accepted by December 15, 2007 or the Offering is terminated by the Company
      for
      any reason, all documents, together with the Purchase Price (without interest),
      will be returned to the Subscriber by the Escrow Agent. If this subscription
      is
      accepted by the Company, the Escrow Agent will deliver the Purchase Price to
      the
      Company and the Company will deliver a certificate representing the shares
      of
      Common Stock purchased by the Subscriber to the Subscriber promptly following
      such acceptance.

     

    Yoel
      Neeman, Advocate (the "Escrow Agent") is hereby appointed by the Subscriber
      and
      the Company as Escrow Agent for the acceptance of the Purchase Price from
      Subscriber, and the Escrow Agent hereby accepts such appointment and agrees
      to
      act in accordance with the terms and conditions of this Section 2 and
      instructions given pursuant hereto. Subscriber acknowledges that the Purchase
      Price is to be held by Escrow Agent in a non interest bearing
      account.
      

     

    In
      performing any of its duties hereunder, or upon the claimed failure to perform
      hereunder, the Escrow Agent shall not be liable to anyone for any damages,
      losses, or expenses which they may incur as a result of the Escrow Agent so
      acting, or failing to act.

     

    Subscriber
      and the Company hereby agree to indemnify and hold harmless the Escrow Agent
      against any and all losses, claims, damages, costs, liabilities and expenses,
      including, without limitation, reasonable costs of investigation and counsel
      fees and disbursements which may be imposed by the Escrow Agent or incurred
      by
      it in connection with its acceptance of this appointment as Escrow Agent
      hereunder or the performance of its duties hereunder.

     


    
      
         

      

      
        1

        
          

        

      

      
         

      

    


    


     

    The
      Escrow Agent shall not be entitled to any fee in connection with its services
      hereunder. 

     

    The
      Escrow Agent services hereunder are administrative in nature. The Escrow Agent
      shall not have any duties hereunder except those specifically set forth
      herein.

     

    3. Certain
      Acknowledgments and Agreements of Subscriber.
      The
      Subscriber understands and acknowledges and agrees that: (i) the Company has
      the
      unconditional right, exercisable in its sole and absolute discretion, to accept
      or reject this Subscription Agreement, in whole or in part, (ii) the
      subscription is subject to prior sale, withdrawal, modification, or cancellation
      of the Offering by the Company, (iii) the subscription shall not be valid unless
      and until accepted by the Company, (iv) this Subscription Agreement shall be
      deemed to be accepted by the Company only when it is signed by an authorized
      officer of the Company on behalf of the Company and (v) notwithstanding anything
      in this Subscription Agreement to the contrary, the Company shall have no
      obligation to issue shares of Common Stock to the Subscriber if such issuance
      would constitute a violation of the Act or any State Securities
      Laws.

     

    4. Representations
      and Warranties of Company.
      In
      order to induce the Subscriber to tender this subscription, the Company hereby
      represents and warrants to the Subscriber as follows:

     

    
      	 	
              (a)

            	
              Organization,
                Good Standing, Corporate Power and Qualification.
                The Company is a corporation duly organized, validly existing and
                in good
                standing under the laws of the State of Nevada and has all requisite
                corporate power and authority to carry on its business as presently
                conducted and as proposed to be
                conducted.

            


    

     

    
      	 	
              (b)

            	
              Capitalization.
                The authorized capital of the Company consists of 65,000,000 shares
                of
                Common Stock and 10,000,000 or preferred stock. All of the outstanding
                shares of Common Stock have been duly authorized, are fully paid
                and
                nonassessable and were issued in compliance with all applicable federal
                and State Securities Laws.

            


    

     

    
      	 	
              (c)

            	
              Authorization.
                All corporate action required to be taken by the Company’s Board of
                Directors and stockholders in order to authorize the Company to enter
                into
                this Subscription Agreement, and to issue the Common Stock, has been
                taken
                or will be taken prior to the acceptance of this subscription. All
                action
                on the part of the officers of the Company necessary for (i) the
                execution
                and delivery of the Subscription Agreement, (ii) the performance
                of all
                obligations of the Company under the Subscription Agreement, and
                (iii) the
                issuance and delivery of the Common Stock has been taken or will
                be taken
                prior to acceptance of this subscription. The Subscription Agreement,
                when
                executed and delivered by the Company, shall constitute valid and
                legally
                binding obligations of the Company, enforceable against the Company
                in
                accordance with their respective terms except (y) as limited by
                applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
                conveyance, or other laws of general application relating to or affecting
                the enforcement of creditors’ rights generally, or (z) as limited by laws
                relating to the availability of specific performance, injunctive
                relief,
                or other equitable remedies.

            


    

     


    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    


    


     

    
      	 	
              (d)

            	
              Valid
                Issuance of Common Stock.
                The shares of Common Stock subject to this subscription, when issued,
                sold
                and delivered in accordance with the terms and for the consideration
                set
                forth in this Agreement, will be validly issued, fully paid and
                nonassessable and free of restrictions on transfer other than restrictions
                on transfer under applicable state and federal securities laws and
                liens
                or encumbrances created by or imposed by a Subscriber. Assuming the
                accuracy of the representations in Section
                5
                of
                this Agreement and subject to the filings described in Section 4(e)
                below, the shares of Common Stock subject to this subscription will
                be
                issued in compliance with all applicable federal and State Securities
                Laws.

            


    

     

    
      	 	
              (e)

            	
              Governmental
                Consents and Filings.
                Assuming the accuracy of the representations in Section
                5
                of
                this Agreement, no consent, approval, order or authorization of,
                or
                registration, qualification, designation, declaration or filing with,
                any
                federal, state or local governmental authority is required on the
                part of
                the Company in connection with the consummation of the transactions
                contemplated by this Agreement.

            


    

     

    5. Representations
      and Warranties of Subscriber.
      In
      order to induce the Company to accept this subscription, the Subscriber hereby
      represents and warrants to the Company as follows:

     

    
      	 	
              (a)

            	
              Subscriber:

            


    

     

    
      	 	
              (i)

            	
              is
                not a U.S. person* “U.S.
                person”, “United States” and “distributor” defined in Appendix A
                hereto.
                as
                that term is defined under Regulation S (“Regulation S”) promulgated
                under the Act;

            


    

     

    
      	 	
              (ii)

            	
              is
                outside the United States* as of the date of the execution and delivery
                of
                this Subscription Agreement;

            


    

     

    
      	 	
              (iii)

            	
              is
                acquiring the Common Stock for its own account (and/or for the account
                of
                other non-U.S. persons*, who are outside of the United States*) and
                not on
                behalf of any U.S. person, and the sale has not been pre-arranged
                with a
                person in the United States;

            


    

     

    
      	 	
              (iv)

            	
              is
                not acquiring the Common Stock with the present intention of
                “distributing” the Common Stock on behalf of the Company or a
                “distributor”* as defined in Regulation S, or any of their affiliates, in
                the United States or to a U.S. person under Regulation
                S;

            


    

     

    
      	 	
              (v)

            	
              acknowledges
                that, in addition to other restraints on transfer set forth in the
                Stockholders Agreement, the Common Stock may only be resold in accordance
                with the provisions of Regulation S cannot be sold by it in the United
                States as part of a “distribution” (as such term is defined in the federal
                securities laws of the United States);


            


    

     

    
      	 	
              (vi)

            	
              agrees
                not to engage in any hedging transaction with regard to the Common
                Stock;
                and

            


    

     


    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    


    


     

    
      	 	
              (vii)

            	
              is
                not an officer, director or “affiliate” (as that term is defined in Rule
                405 under the Act) of the Company or “underwriter” or “dealer” (as such
                terms are defined in the federal securities laws of the United States)
                and
                the acquisition of the Common Stock by the Subscriber is not a transaction
                (or any element of a series of transactions) that is part of any
                plan or
                scheme to evade the registration provisions of the
                Act.

            


    

     

    
      	 	
              (b)

            	
              SUBSCRIBER
                HAS RECEIVED, READ CAREFULLY AND UNDERSTANDS THIS AGREEMENT AND ALL
                EXHIBITS AND APPENDICES HERETO AND HAS HAD AN ADEQUATE OPPORTUNITY
                TO
                CONSULT SUBSCRIBER’S OWN ATTORNEY, ACCOUNTANT OR INVESTMENT ADVISOR WITH
                RESPECT TO THE INVESTMENT CONTEMPLATED HEREBY AND ITS SUITABILITY
                FOR
                SUBSCRIBER;

            


    

     

    
      	 	
              (c)

            	
              The
                Company has provided the Subscriber and his or her representative,
                if any,
                prior to the purchase of any of the Common Stock, with the opportunity
                to
                ask questions of, and receive answers from, representatives of the
                Company
                concerning the financial data and business of the Company and to
                obtain
                any additional information necessary to verify the information relative
                to
                the financial data and business of the Company, and all such questions,
                if
                asked, have been answered satisfactorily and all such documents,
                if
                examined, have been found to be fully satisfactory. The Subscriber
                is
                satisfied that he or she has received adequate information concerning
                all
                matters which he or she considers material to a decision to purchase
                the
                Common Stock;

            


    

     

    
      	 	
              (d)

            	
              Subscriber
                understands and acknowledges that (i) Subscriber must bear the economic
                risk of an investment in the Common Stock for an indefinite period
                of
                time; (ii) the Common Stock have not been registered under the Securities
                Act or any State Securities Laws and are being offered and sold in
                reliance upon exemptions provided in the Securities Act and State
                Securities Laws for transactions not involving any public offering
                and,
                therefore, the Common Stock may not be resold or transferred unless
                they
                are subsequently registered under the Securities Act and applicable
                State
                Securities Laws or unless an exemption from such registration is
                available; and (iii) Subscriber is purchasing the Common Stock, and
                any
                purchase of the Common Stock will be, for investment purposes only
                for
                Subscriber’s account and not with any view toward a distribution
                thereof;

            


    

     

    
      	 	
              (e)

            	
              Subscriber
                is aware and acknowledges that: (i) an investment in the Common Stock
                is
                speculative and involves a risk of loss of the entire investment
                and no
                assurance can be given of any income from such investment; (ii)
                the
                Company has not made and cannot make any representation or warranty
                as to
                the future operations or financial condition of the Company; (iii)
                any
                estimates of future operating results or financial forecasts of any
                kind
                with respect to the Company which may be contained in any documents
                or
                information furnished to the Subscriber may not be realized; (iv)
                that
                such estimates or forecasts are based on assumptions which may or
                may not
                occur; (vi) that no assurances can be given that the actual results
                of
                Company operations or the financial condition of the Company will
                conform
                to such estimates or forecasts and that therefore the Subscriber
                should
                not rely thereon; (vii) that the Company is a start up business and
                it has
                never shown a profit; (viii) that there is no assurance that the
                Company’s
                operations will be profitable or will produce a positive cash flow;
                (ix)
                that the Company may operate at a loss for the foreseeable future;
                and (x)
                there
                is no public market for, and there are substantial restrictions on
                the
                transferability of, the Common Stock and it may not be possible for
                Subscriber to liquidate the investment readily in case of an
                emergency;

            


    

     


    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    


    


     

    
      	 	
              (f)

            	
              Subscriber
                has adequate means of providing for all current and foreseeable needs
                and
                personal contingencies and has no need for liquidity in this investment;
                

            


    

     

    
      	 	
              (g)

            	
              Subscriber
                maintains a domicile or business at the address shown on the signature
                page of this Subscription Agreement, at which address Subscriber
                has
                subscribed for the Common Stock;
                and

            


    

     

    
      	 	
              (h)

            	
              Subscriber
                has such knowledge and experience in financial and business matters
                that
                he, she or it is capable of evaluating the merits and risks of an
                investment in the Company. Subscriber has evaluated the risk of investing
                in the Common Stock, and has determined that the Common Stock are
                a
                suitable investment for Subscriber. Subscriber can bear the economic
                risk
                of the investment and can afford a complete loss of the investment.
                In
                evaluating the suitability of any investment in the Common Stock,
                Subscriber has not relied upon any representations or other information
                (whether oral or written) other than independent investigations made
                by
                Subscriber or Subscriber’s
                representative(s).

            


    

     

    6. Survival
      and Indemnification.
      All
      representations, warranties and covenants contained in this Agreement or any
      other documents executed and delivered in connection therewith and the
      indemnification contained in this Paragraph 6 shall survive (i) the acceptance
      of this Subscription Agreement by the Company, (ii) changes in the transactions,
      documents and instruments described herein, and (iii) the death, disability
      or
      dissolution of the Subscriber. The Subscriber acknowledges the meaning and
      legal
      consequences of the representations, warranties and covenants in determining
      the
      Subscriber’s qualification and suitability to acquire the Common Stock. The
      Subscriber hereby agrees to indemnify, defend and hold harmless the Company,
      and
      its officers, directors, employees, agents and controlling persons, from and
      against any and all losses, claims, damages, liabilities, expenses (including
      attorneys’ fees and disbursements), judgments or amounts paid in settlement of
      actions arising out of or resulting from the untruth of any representation
      herein or the breach of any warranty, covenant or acknowledgment made herein
      by
      the Subscriber shall in any manner be deemed to constitute a waiver of any
      rights granted to it under the Act or any State Securities Laws.

     

    7. Legends.
      Subscriber acknowledges and agrees that any certificate evidencing the Common
      Shares will bear substantially the following legend, and/or such other legends
      as the Company’s legal counsel determines are necessary:

     

    THE
      SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
      UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY
      NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) IN AN OFFSHORE
      TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION
      S
      UNDER THE SECURITIES ACT; (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
      UNDER THE SECURITIES ACT; OR (C) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE
      REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. HEDGING TRANSACTIONS INVOLVING
      THE COMMON STOCK OF THE ISSUER MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH
      THE SECURITIES ACT.

     


    
      
         

      

      
        -5-

        
          

        

      

      
         

      

    


    


     

    8. Notices.
      All
      notices and other communications provided for herein shall be in writing and
      shall be deemed to have been duly given if delivered personally or sent by
      registered or certified mail, return receipt requested, postage prepaid,
      confirmed electronic mail or facsimile, or overnight air courier guaranteeing
      next day delivery:

     

    
      	 	
              (a)

            	
              if
                to the Company, to it at the following
                address:

            


    

     

    
      	 	
              (b)

            	
              if
                to the Subscriber, to the address set forth on the signature page
                hereto,
                or at such other address as either party shall have specified by
                notice in
                writing to the other.

            


    

     

    9. Assignability.
      This
      Subscription Agreement is not assignable by the Subscriber, and may not be
      modified, waived or terminated except by an instrument in writing signed by
      the
      party against whom enforcement of such modifications, waiver or termination
      is
      sought.

     

    10. Entire
      Agreement.
      This
      Subscription Agreement, together with the Stockholders Agreement, constitutes
      the entire agreement of the Subscriber and the Company relating to the matters
      contained herein, superseding all prior contracts or agreements, whether oral
      or
      written.

     

    11. Governing
      Law.
      This
      Subscription Agreement shall be governed and controlled as to the validity,
      enforcement, interpretation, construction and effect and in all other aspects
      by
      the substantive laws of the State of New York, without reference to conflicts
      of
      laws principles.

     

    12. Waiver
      of Jury Trial. THE
      PARTIES HERETO EACH HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY
      JURY
      IN ANY ACTION, CLAIM, SUIT OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY
      OF
      THE TRANSACTIONS CONTEMPLATED HEREBY AND FOR ANY COUNTERCLAIM BROUGHT
      THEREIN.

    


    13. Resolution
      of Disputes.
      

    


    (a) Any
      dispute, controversy or claim arising out of or relating to this Agreement,
      or
      the breach, termination or invalidity thereof, shall be finally and exclusively
      resolved by an arbitration tribunal (the “Tribunal”) in accordance with the
      Arbitration Rules of the American Arbitration Association (“AAA”) as at present
      in force. THE
      DECISION OF THE TRIBUNAL SHALL BE FINAL AND BINDING UPON THE PARTIES
      HERETO.

    


    (b) The
      arbitration shall take place in New York City, the State of New York and shall
      be conducted in the English language. The parties hereby submit themselves
      to
      the exclusive jurisdiction of the arbitration tribunal in the City of New York,
      the State of

    exclusive
      jurisdiction of the arbitration tribunal in the City of New York, the State
      of
      New York under the auspices of AAA. The arbitration shall be conducted by three
      (3) arbitrators, one to be appointed by the Principals, collectively, one
      to be appointed by Born Talent and a third by the two arbitrators so
      selected.

    


    (c) During
      the period when a dispute is being resolved, except for the matter being
      disputed, the parties shall in all other respects continue to abide by the
      terms
      of this Agreement.

    (e) Waiver
      of Jury Trial. THE
      PARTIES HERETO EACH HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY
      JURY
      IN ANY ACTION, CLAIM, SUIT OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY
      OF
      THE TRANSACTIONS CONTEMPLATED HEREBY AND FOR ANY COUNTERCLAIM BROUGHT
      THEREIN.


    
      
         

      

      
        -6-

        
          

        

      

      
         

      

    


    


    


    (g) Resolution
      of Disputes.
      

    


    (1) Any
      dispute, controversy or claim arising out of or relating to this Agreement,
      or
      the breach, termination or invalidity thereof, shall be finally and exclusively
      resolved by an arbitration tribunal (the “Tribunal”) in accordance with the
      Arbitration Rules of the American Arbitration Association (“AAA”) as at present
      in force. THE
      DECISION OF THE TRIBUNAL SHALL BE FINAL AND BINDING UPON THE PARTIES
      HERETO.

    


    (2) The
      arbitration shall take place in New York City, the State of New York and shall
      be conducted in the English language. The parties hereby submit themselves
      to
      the exclusive jurisdiction of the arbitration tribunal in the City of New York,
      the State of

    exclusive
      jurisdiction of the arbitration tribunal in the City of New York, the State
      of
      New York under the auspices of AAA. The arbitration shall be conducted by three
      (3) arbitrators, one to be appointed by the Principals, collectively, one
      to be appointed by Born Talent and a third by the two arbitrators so
      selected.

    


    (4) During
      the period when a dispute is being resolved, except for the matter being
      disputed, the parties shall in all other respects continue to abide by the
      terms
      of this Agreement.

    


    14. Severability.
      If any
      provision of this Subscription Agreement or the application thereof to any
      circumstance shall be held invalid or unenforceable to any extent, the remainder
      of this Subscription Agreement and the application of such provision to other
      subscriptions or circumstances shall not be affected thereby and shall be
      enforced to the greatest extent permitted by law.

     

    15. Headings.
      The
      headings in this Subscription Agreement are inserted for convenience and
      indemnification only and are not intended to describe, interpret, defined,
      or
      limit the scope, extent or intent of this Subscription Agreement or any
      provision hereof.

     

    16. Counterparts.
      This
      Subscription Agreement may be executed in any number of counterparts, each
      of
      which when so executed and delivered shall be deemed to be an original and
      all
      of which together shall be deemed to be one and the same agreement.

     

    17. Amendment
      and Modification.
      This
      Subscription Agreement may be amended or modified, or any provision hereof
      may
      be waived, provided that such amendment or waiver is set forth in writing
      executed by the Company and the Subscriber. No course of dealing between or
      among any persons having any interest in this Subscription Agreement will be
      deemed effective to modify, amend or discharge any part of this Subscription
      Agreement or any rights or obligations of any person under or by reason of
      this
      Subscription Agreement.

     

    18. Miscellaneous.
      This
      Subscription Agreement (a) shall be binding upon the Subscriber and the heirs,
      personal representatives, successors and assigns of Subscriber (provided that
      this Agreement and the rights and obligations of Subscriber hereunder are not
      transferable or assignable by Subscriber); and (b) shall be governed, construed
      and enforced in accordance with the laws of the State of New York without
      reference to any principles of conflict of laws (except insofar as affected
      by
      the state securities or “blue sky” law of the jurisdiction in which the Offering
      has been made to Subscriber).

     

     

    
      
         

      

      
        -7-

        
          

        

      

      
         

      

    

     

    [Signature
      page follows]


    
      
         

      

      
        -8-

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the undersigned Subscriber has executed this Subscription
      Agreement as of the date specified below.

     

    


     

    
      	 	     	    

	
              Subscriber’s
                Full Legal Name (Please Print) 

            	 	
              Signature
                of Subscriber

            
	 	     	 
	    
	 	    

	
              Residence
                Address 

            	 	
              Date
                of Execution by Subscriber

            
	 	     	 
	    
	     	 
	
              City,
                State, Country

            	 	 
	 	     	 
	    
	     	    

	
              Telephone
                Number

            	 	
              Email
                Address

            
	 	     	 
	 	     	 
	 	     	 


    

    


    Please
      Check Appropriate Category:   

     

    ___
      Individual      

    ___
      Tenants in Common

    ___
      Joint
      tenants with right of survivorship

    ___
      As
      custodian, trustee or agent for:  

     

     
       
      Other
      (e.g.,
      corporation, Company, etc.)

     

    
      	
              AGREED
                TO AND ACCEPTED BY:

              T.O.D.
                TASTE ON DEMAND INC.

              By:_____________________________

              Name:
                David Katzir

              Title:
                President

            	
              OFFERED
                AMOUNT: 

               

              Total
                Purchase Price U.S. $__________

              ____________
                shares of Common Stock

            
	
               

              AGREED
                TO ACCEPTED BY THE ESCROW AGENT (ONLY WITH RESPECT TO SECTION
                2):

              ___________________________

              Yoel
                Neeman, Advocate

            	 


    

    


     


    
      
        
          


           

        

         

      

      
        -9-

        
          

        

      

      
         

        
        

      

    



    APPENDIX
      A

     

    Pursuant
      to Rule 902(d), (k) and (l) of Regulation S, the terms “distributor,” “U.S.
      person” and “United States” are defined as follows:

     

    
      	 	
              (a)

            	
              Distributor.
                “Distributor” means any underwriter, dealer, or other person who
                participates pursuant to a contractual arrangement, in the distribution
                of
                the securities offered or sold in reliance on Regulation
                S.

            


    

     

    
      	 	
              (b)

            	
              U.S.
                Person.
                

            


    

     

    
      	 	
              (A)

            	
              “U.S.
                person” means:

            


    

     

    
      	 	
              (i)

            	
              Any
                natural person resident in the United
                States;

            


    

     

    
      	 	
              (ii)

            	
              Any
                partnership or corporation organized or incorporated under the laws
                of the
                United States;

            


    

     

    
      	 	
              (iii)

            	
              An
                estate of which any executor or administrator is a U.S.
                person;

            


    

     

    
      	 	
              (iv)

            	
              Any
                trust of which any trustee is a U.S.
                person;

            


    

     

    
      	 	
              (v)

            	
              Any
                agency or branch of a foreign entity located in the United States;
                

            


    

     

    
      	 	
              (vi)

            	
              Any
                non-discretionary account or similar account (other than an estate
                or
                trust) held by a dealer or other fiduciary for the benefit or account
                of a
                U.S. person; and

            


    

     

    
      	 	
              (vii)

            	
              Any
                non-discretionary account or similar account (other than an estate
                or
                trust) held by a dealer or other fiduciary organized, incorporated
                or (if
                an individual) resident in the United States;
                and

            


    

     

    
      	 	
              (viii)

            	
              Any
                partnership or corporation if: (1) organized or incorporated under
                the
                laws of any foreign jurisdiction; and (2) formed by a U.S. person
                principally for the purpose of investing in securities not registered
                under the Securities Act of 1933, unless it is organized or incorporated
                and owned, by accredited investors (as defined in Rule 501(a)) who
                are not
                natural persons, estate or trusts.

            


    

     

    
      	 	
              (B)

            	
              Notwithstanding
                paragraph (k)(1) of Rule 902, any discretionary account or similar
                account
                (other than an estate or trust) held for the benefit or account of
                a
                non-U.S. person by a dealer or other professional fiduciary organized,
                incorporated, or (if an individual) resident in the United States
                shall
                not be deemed a “U.S. person”.

            


    

     

    
      	 	
              (C)

            	
              Notwithstanding
                paragraph (k)(1) of Rule 902, any estate of which any professional
                fiduciary acting as executor or administrator is a U.S. person shall
                not
                be deemed a U.S. person if:

            


    

     


    
      
         

      

      
        
        

        
          

        

      

      
         

      

    


    


     

    
      	 	
              (i)

            	
              An
                executor or administrator or the estate who is not a U.S. person
                has sole
                or shared investment discretion with respect to the assets of the
                estates;
                and

            


    

     

    
      	 	
              (ii)

            	
              The
                estate is governed by foreign law.

            


    

     

    
      	 	
              (D)

            	
              Notwithstanding
                paragraph (k)(1) of Rule 902, any trust of which any professional
                fiduciary acting as trustee is a U.S. person shall not be deemed
                a U.S.
                person if a trustee who is not a U.S. person has sole or shared investment
                discretion with respect to the trust assets, and no beneficiary of
                the
                trust (and no settlor if the trust is revocable) is a U.S.
                person.

            


    

     

    
      	 	
              (E)

            	
              Notwithstanding
                paragraph (k)(1) of Rule 902, an employee benefit plan established
                and
                administered in accordance with the law of a country other than the
                United
                States and customary practices and documentation of such country
                shall not
                be deemed a U.S. person.

            


    

     

    
      	 	
              (F)

            	
              Notwithstanding
                paragraph (o)(1) of Rule 902, any agency or branch of a U.S. person
                located outside the United States shall not be deemed a “U.S. person”
                if:

            


    

     

    
      	 	
              (i)

            	
              The
                agency or branch operates for valid business reasons;
                and

            


    

     

    
      	 	
              (ii)

            	
              The
                agency or branch is engaged in the business of insurance or banking
                and is
                subject to substantive insurance or banking regulation, respectively,
                in
                the jurisdiction where located.

            


    

     

    
      	 	
              (G)

            	
              The
                International Monetary Fund, the International Bank for Reconstruction
                and
                Development, the Inter-American Development Bank, the Asian Development
                Bank, the African Development Bank, the United Nations, and their
                agencies, affiliates and pension plans, any other similar international
                organizations, their agencies, affiliates and pension plans shall
                not be
                deemed “U.S. persons”.

            


    

     

    
      	 	
              (c)

            	
              United
                States.
                “United States” means the United States of America, its territories and
                possessions, any State of the United States, and the District of
                Columbia.