SUBSCRIPTION
      AGREEMENT

    


    SHARES
      OF COMMON STOCK

    


    OF

    


    T.O.D.
      TASTE ON DEMAND INC. 

    


    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 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. If this subscription is not accepted
      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. If this subscription is accepted by the Company, the Company will
      deliver a certificate representing the shares of Common Stock purchased by
      the
      Subscriber to the Subscriber promptly such acceptance.

    


    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.

            


    

    


    
      	 	
              (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 the Stockholders Agreement, 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, except for filings pursuant to Regulation
                D of the Securities Act. 

            


    

    


    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)

            	
              The
                Subscriber (i) is an “Accredited Investor” as defined in Rule 501 of
                Regulation D under the United States Securities Act of 1933 (the
                “Securities
                Act”);
                or (ii) by reason of the Subscriber’s business or financial experience (or
                the business or financial experience of the Subscriber’s professional
                advisors who are unaffiliated with and who are not compensated by
                the
                Company or any affiliate or selling agent of the Company, directly
                or
                indirectly), has the capacity to protect the Subscriber’s interests in
                connection with the proposed purchase of Common
                Stock;

            


    

    


    
      	 	
              (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;

            


    

    


    
      	 	
              (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; 

            


    

    


    
      	 	
              (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).;
                and

            


    

    


    
      	 	
              (i)

            	
              The
                information set forth on signature page of this Agreement is true
                and
                accurate to the best of the Subscriber’s knowledge and belief. Subscriber
                understands that the Company will rely on the accuracy and completeness
                of
                such information.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    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 SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”) OR ANY STATE
      SECURITIES COMMISSION AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A
      VIEW
      TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR
      DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED
      THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT
      SUCH
      REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT. 

    


    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:

            


    

    


    55
      Hakeshet Street, Reut, Israel, 91708

    


    
      	 	
              (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. 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.

    


    13. 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.

    


    14. 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.

    


    15. 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.

    


    16. 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).

    


    [Signature
      page follows]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF, the undersigned Subscriber has executed this Subscription
      Agreement as of the __th
      day of
      October, 2007.

    


     

    By
      initialing the appropriate space below, the Subscriber hereby represents that
      the Subscriber:

     

    

      
        	
                _________

              	
                is
                  a corporation, a business trust, or a partnership, not 

              
	
                (initials)
                  

              	
                formed
                  for the specific purpose of acquiring the Units, with

              
	
                 

              	
                total
                  assets in excess of $5,000,000.

              
	 	 
	
                
                  _________

                

              	
                is
                  a natural person whose individual net worth, or joint
                  net

              
	
                (initials)
                  

              	
                worth
                  with his or her spouse, exceeds $ 1,000,000.

              
	 	 
	
                
                  _________

                

              	
                is
                  a natural person who had an individual income in excess

              
	
                (initials)
                  

              	
                of
                  $200,000 in each of the two most recent years, or joint

              
	
                 

              	
                income
                  with his or her spouse in excess of $300,000 in each

              
	
                 

              	
                of
                  those years, and has a reasonable expectation of
                  reaching

              
	
                 

              	
                the
                  same income level in the current year.

              
	 	 
	
                
                  _________

                

              	
                is
                  a trust with total assets in excess of $5,000,000, not

              
	
                (initials)
                  

              	
                formed
                  for the specific purpose of acquiring the Units.

              
	 	 
	
                
                  _________

                

              	
                is
                  an entity in which all of the equity owners fall within

              
	
                (initials)
                  

              	
                one
                  of the categories set forth
                  above.

              


      

    

    
 

    

      
        	
                ____________________

              	
                 By:__________________________

              
	
                Subscriber’s
                  Full Legal Name  

              	
                   
                  Signature of Subscriber

              
	
                (Please
                  Print)

              	 
	 	 
	 	 
	
                ____________________

              	
                
                  ____________________

                

              
	
                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