ASSIGNMENT
        OF INTELLECTUAL PROPERTY RIGHTS

       

       

      This
        Intellectual Property Assignment Agreement (this "Assignment"),
        dated
        as of September 1st,
        2007,
        by and between Mr. David Katzir, I.D. number 068519412 (the "Assignors")
        and to
        the benefit of T.O.D. Taste on Demand Inc.,
        a
        limited corporation registered under the laws of the State of Nevada (the
        "Assignee").

      


      Now
        therefore, the parties hereto have agreed as follows:

      


      
        	
                1.

              	
                Confirmation
                  & Assignment.
                  The Assignor hereby confirms and covenants that any and all developments,
                  discoveries, techniques, inventions and improvements, methods,
                  know-how,
                  processes, formulae, data, data bases, computer programs, computer
                  code,
                  source code, software, hardware, patents, patent applications and
                  all
                  patentable materials, models, designs (whether registered or not),
                  copyrights and all copyrightable materials, trade secrets, trademarks,
                  trade names, proprietary information, concepts and ideas pertaining
                  to the
                  product of "Taste on Demand," and all documentation related therewith,
                  that it has made, developed, discovered, invented, conceived or
                  created,
                  either solely or jointly with others, prior to the date of this
                  Assignment
                  (all of the above, the “IP”),
                  were made for and on behalf of the Company and are the sole property
                  of
                  the Company; and, to the extent required, the Assignor hereby assigns
                  and
                  transfers to Company, its successors, assigns or nominees, all
                  of its
                  rights, titles and interests in and to the IP, including without
                  limitation in and to all intellectual property rights associated
                  therewith
                  (such as patents, copyrights, mask work rights, etc.) and all other
                  present and future rights in relation thereto and/or arising therefrom
                  (all of the above, including the IP, hereinafter: “IP
                  Rights”),
                  it being clarified that such assignment includes all rights to
                  sue for and
                  receive remedies against past, present and future infringements
                  of any and
                  all of the foregoing rights.

              


      

      


      
        	
                2.

              	
                The
                  Assignor covenants and agrees to assist the Assignee and its assigns
                  in
                  every proper and reasonable way to secure the Assignee rights
                  in the IP Rights in any and all jurisdictions and, to the extent
                  required,
                  to effect the assignment and transfer to the Assignee of
                  the IP Rights, including without limitation the disclosure to the
                  Assignee of
                  all pertinent information and data with respect thereto, the execution
                  of
                  all applications, specifications, oaths, assurances, assignments
                  and all
                  other instruments which the Assignee shall
                  deem necessary or expedient in order to apply for and obtain any
                  copyrights, patents, mask work rights and all other intellectual
                  property
                  rights relating thereto and to effect the
                  assignment.

              


      

      


      
        	
                3.

              	
                Issuance
                  of Shares.
                  In consideration for the assignment of the IP Rights to the Assignee,
                  the
                  Assignee hereby agrees to issue to the Assignor 1,000,000 shares
                  of common
                  stock, par value $0.001 per share of the
                  Assignee.

              


      

      


      
        	
                4.

              	
                Delivery
                  of Documents.
                  The Assignor confirms that it has delivered to the Assignee any
                  and all devices, records, data, notes, reports, proposals, lists,
                  correspondence, specifications, drawings, blueprints, sketches,
                  materials,
                  equipment, other documents or property, or reproductions of any
                  aforementioned items that were in its possession in relation to
                  the IP
                  Rights.

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	
                5.

              	
                Representations
                  and Undertakings of the Assignor.
                  The Assignor hereby confirms, acknowledges, covenants, represents
                  and
                  warrants that:

              


      

      


      
        	 	
                5.1.

              	
                It
                  has developed the IP without utilizing proprietary rights or information
                  of any third party and without conflicting with or infringing the
                  rights
                  of any third party. It exclusively owns all rights, titles and
                  interests
                  in and to the IP free and clear of any liens, encumbrances, pledges,
                  charges, security interests or, to the best of its knowledge, any
                  other
                  third party rights of any kind or nature whatsoever by virtue of
                  the use
                  of the IP Rights. It has full and sole ownership to the IP and
                  IP Rights.
                  It has full power and authority to make the assignment of the IP
                  to the
                  Assignee as
                  contemplated hereunder.

              


      

      


      
        	 	
                5.2.

              	
                It
                  has no knowledge of any suit or threatened suit against it or any
                  third
                  party alleging infringement of any intellectual property rights
                  of any
                  third party by virtue of the use of the
                  IP.

              


      

      


      
        	 	
                5.3.

              	
                It
                  has no rights or claims whatsoever in or with respect to the IP
                  and/or the
                  IP Rights, and that said IP and IP Rights shall be solely the property
                  of
                  the Assignee. 

              


      

      


      
        	 	
                5.4.

              	
                It
                  has not granted, and there are not outstanding, any options, licenses,
                  rights or agreements of any kind relating to the IP
                  Rights.

              


      

      


      
        	 	
                5.5.

              	
                It
                  undertakes to keep in full and absolute confidence all information,
                  written or oral, comprising the IP Rights and pertaining thereto,
                  and
                  shall not use such information or any part thereof, directly or
                  indirectly, in whole or in part, for any purpose whatsoever, other
                  than
                  for the benefit of the Assignee.

              


      

      


      
        	 	
                5.6.

              	
                It
                  hereby irrevocably appoints the Assignee, its successors and assigns
                  or
                  other legal representatives, as its true and lawful attorneys to
                  execute
                  such further documents and instruments, and do such other acts
                  and things
                  as may be necessary or appropriate to in order to give effect to
                  the
                  intentions of the parties hereof.

              


      

      


      
        	 	
                5.7.

              	
                It
                  is entitled to assign to the Assignee all
                  its rights, titles and interests in and to the IP Rights and any
                  other
                  rights related thereto. 

              


      

      


      


      
        	
                6.

              	
                No
                  Claims.
                  The Assignor hereby confirms and undertakes that it does not have
                  at
                  present and will not have in the future, any claims and/or demands
                  against
                  the Company with respect to the IP and/or the IP
                  Rights.

              


      

      


      
        	
                7.

              	
                General
                  Provisions.

              


      

       

      
        	
              	7.1.	
                Governing
                  Law.
                  This Agreement shall be exclusively governed by the laws of the
                  State of
                  New York (without regard to the principles of conflict of laws
                  thereof).

              


      

      


      
        	
              	7.2.	
                Successors
                  and Assigns.
                  This Agreement will be binding upon the Assignor's heirs, executors,
                  administrators and other legal representatives and will be for
                  the benefit
                  of the Company, its successors, and its
                  assigns.

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
 

      


      IN
        WITNESS WHEREOF, the Assignor and the Assignee have executed this Assignment
        as
        of the date first above written.

       

      
        	
                By:/s/
                  David Katzir

              	 	
                By:/s/
                  David Katzir

              
	
                David
                  Katzir

              	 	
                T.O.D.
                  Taste on Demand,
                  Inc.