T.O.D.
Taste on Demand Inc.

    Sole
Distribution Agreement

    


    


    


    SOLE
DISTRIBUTION AGREEMENT

    


    THIS SOLE
DISTRIBUTION AGREEMENT (the "Agreement") is entered into
this 7th day of February 2009 by and between

    


    


    (1)           Taste on Demand Inc., a
company incorporated and validly existing under the laws of Nevada, whose
offices are at 55 Ha'Keshet Street, Reut, Israel ("TOD"), and

    


    (2)           Cap
Designs Inc., a company incorporated and validly existing under the laws of
California, whose offices are at 17328 Ventura Blvd., Ensino, Califonia 91316,
wholly owned by (i) Izhak
Dahan, whose address is Shunit 4/47, Haifa, Israel and (ii) Mr. Uri Singer (the "Distributor").

    


    


    


    CHAPTER I – GRANT OF
RIGHTS

    


    Art. 1

    


    Exclusive
Distributorship, Products, Territory

    


    The
Distributor hereby represents and warrants to TOD that it has the knowledge,
skills and ability and sufficient means to carry on its obligations under this
Agreement and that it has extensive experience in manufacturing, promoting,
selling and distributing products to the beverage manufacturers and bottlers in
South America (including the sale of tens of million of cap container device in
South America).

    


    Based on
the Distributor's representations and in reliance upon their accuracy, TOD
hereby grants to the Distributor the exclusive right to manufacture, distribute,
promote and sell the products listed in Annex 1 (the "Products"), within the
territory of South America (the "Territory"), subject to the
terms and conditions hereof.

    


    CHAPTER II – DISTRIBUTOR’S
OBLIGATIONS

    


    Art. 2

    


    Manufacture,
Distribution and Sale

    


    
      
        	
                2.1

              	
                The
      Distributor shall fund, at its own expense, the manufacturing of a
      prototype of the Products (the "Prototype") and of the
      Products themselves.

              
	 
      	 
      
	
                2.2

              	
                The
      Distributor shall sell the Products within the Territory under its own
      name and behalf and at its exclusive risk, hazard and
      liability.

              
	 
      	 
      
	
                2.3

              	
                The
      Distributor undertakes to promote the sale of the Products in the
      Territory in the most effective way and in co-operation with
      TOD.  In this context, the Distributor undertakes to safeguard
      all interests of TOD with the ordinary businessman’s
      diligence.

              


      

    

     

    
      
        	
                2.4

              	
                The
      Distributor represents and warrants to dispose and undertakes to maintain
      the financial means, as well as the adequate organisation in terms of
      structures, staff and facilities so as to ensure the most effective
      manufacturing, promotion, distribution and sale of the Products within the
      Territory.

              


         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

        
          	
                  2.5

                	
                  The
      Distributor shall make available to TOD, free of charge, one prototype of
      the Products manufactured by it and copies of all marketing and promotion
      materials produced by it in every language.  If the Distributor
      produces only one prototype of the Product it shall not be required to
      make such prototype available to TOD if such prototype is necessary by it
      for the promotion of the Products.

                
	 
      	 
      
	
                  2.6

                	
                  The
      Distributor shall be solely responsible for compliance with all applicable
      laws relating to its manufacturing, promotion, marketing and sales
      activities pursuant to this Agreement.  The Distributor shall be
      solely responsible to obtain, at its own risk and expense, all regulatory
      licenses, authorizations, permits and approvals necessary to carry on its
      activities under this Agreement and for the Products in the
      Territory.

                
	 
      	 
      
	
                  2.7

                	
                  TOD
      and the Distributor shall be and always act as independent
      contractors.  In particular, the Distributor is not authorised
      to represent and in general to act in the name of
  TOD.

                


        

      

       

    

    Art. 3

    


    Obligation
to Minimum Sales

    


    
      
        	
                3.1

              	
                The
      Distributor undertakes to sell the following quantities of the Products
      (each, a "Minimum
      Quantity"):

              


      

    

    


    
      
        	 
      	
                ·

              	
                Within
      the first nine months as of the commencement date of this Agreement (the
      "First Period"),
      the Distributor shall not be obligated to sell any
    Products.

              
	 
      	 
      	 
      
	 
      	
                ·

              	
                Within
      the 12-month period after the First Period (the "Second Period"), the
      Distributor shall be obligated to sell 15 million Products (the "Second Period
      Quantity"). For the purpose of calculating the Second Period
      Quantity, any and all Products that have been sold by the Distributor
      within the First Period shall be considered to have been sold within the
      Second Period.

              
	 
      	 
      	 
      
	 
      	
                ·

              	
                Within
      the 12-month period after the Second Period (the "Third Period"), the
      Distributor shall be obligated to sell 20 million Products (the "Third Period
      Quantity").

              
	 
      	 
      	 
      
	 
      	
                ·

              	
                The
      Third Period Quantity shall be increased by 15% with respect to each
      12-month period after the Third Period and the Distributor shall be
      obligated to sell such quantities accordingly, i.e., the minimum sales
      obligations during the first 12-month period after the Third Period is 23
      million Products and during the second 12-month period after the Third
      Period is 26.45 million
Products.

              


      

    

    


    
      
        
          	
                  3.2

                	
                  In
      case of non-fulfilment of the obligations imposed on the Distributor under
      Art. 3.1, TOD shall only be entitled to terminate the Agreement with
      effect 90 (ninety) days after notice of termination.  The
      Minimum Quantities are not payment obligations and if the Distributor
      fails to attain to such Minimum Quantities, it shall not be required to
      make any payments on account thereof and the only remedy available to TOD
      for such failure is its right to terminate this
  Agreement.

                


        

      

    

    


    


    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    Art. 4

    Consideration

    


    
      
        	
                4.1

              	
                In
      consideration for the rights detailed in Art. 1, the Distributor shall pay
      TOD an amount of US$0.07 per Product for each Product which has been sold
      by the Distributor and for which consideration was actually received by
      the Distributor (the "Consideration").

              
	 
      	 
      
	
                4.2

              	
                The
      Consideration shall be paid by the Distributor to TOD on a monthly
      basis.

              
	 
      	 
      
	
                4.3

              	
                Until
      the 10th
      day of each calendar month, the Distributor shall provide TOD with a
      monthly report setting forth the quantity of the Products sold by it
      during the immediately preceding month and the aggregate quantity sold by
      it during the relevant period for which it is obligated to a Minimum
      Quantity.  The Distributor shall promptly provide all necessary
      information required by TOD for verification of the reports, the
      Consideration to which it is entitled and the attainment of the
      Distributor with its Minimum Quantity obligations.  If requested
      by TOD, the Distributor shall provide TOD with access to all its books and
      records for purposes of ensuring the Distributor's full compliance with
      its obligations hereunder.

              


      

    

    


    Art. 5

    


    Sales
Outside the Territory

    


    Save as
otherwise provided for by mandatory law of the Territory or as may be agreed in
writing by TOD, the Distributor undertakes not to sell, promote or assist any
sale of Products outside the Territory.

    


    Notwithstanding
the foregoing, the Distributor shall have the right until November 4, 2009 to
engage Inbev in distribution of the Products in channels outside the Territory;
provided, that Inbev undertakes to purchase minimum quantities for such
territories in volume acceptable to TOD.

    


    If TOD
has negotiated a distribution or license agreement with respect to territories
outside the Territory with third parties (the "Other Channel"), it shall have
the right to notify the Distributor of such agreement with the Other Channel and
the Distributor shall have 15 days to elect whether it wishes to match the
quantities for such territories for the same periods through
Inbev.  If the Distributor elects to so match the quantities for the
relevant periods within such 15-day period, then it shall provide TOD with
written evidence of Inbev's willingness to accept terms similar to the terms
agreed on with the Other Channel, and TOD shall not enter into the agreement
with the Other Channel.

    


    If the
Distributor does not exercise its right to operate in such territories through
Inbev during such 15-day period, then it shall no longer have the right to
engage Inbev in distribution of the Products for such territories.

    


    If the
parties fail to agree on appropriate minimum quantities, TOD shall be barred
from dealing with Imbev for a period of 24 months following the date on which
the parties fail to agree on the adjustments.

    
 

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

     

    Art. 6

    


    Intellectual
Property Rights

    


    
      
        	
                6.1

              	
                For
      the purpose of this Agreement, "Intellectual Property
      Rights" shall mean all intellectual property rights, including
      without limitation copyrights, patents, patent applications, and
      registrations and applications for registration thereof, computer
      software, programs, data and documentation, technology, trade secrets and
      confidential business information, whether patentable or non-patentable
      and whether or not reduced to practice, know-how, designs, prototypes,
      enhancements, improvements, works-in-progress, research and development
      information, and other proprietary rights relating to any of the foregoing
      (including without limitation remedies against infringements thereof and
      rights of protection of an interest therein under the laws of all
      jurisdictions).

              
	 
      	 
      
	
                6.2

              	
                TOD
      shall continue to be the sole owner of any and all its existing
      Intellectual Property Rights owned by it prior to the date hereof. The
      Distributor shall have no Intellectual Property Rights whatsoever in the
      Products.

              
	 
      	 
      
	
                6.3

              	
                TOD
      has applied for a patent protection in Israel in November 2007 and also
      applied for international patent protection with respect to the Products
      (PCT stage) in October 2008 and is obligated utilize its best efforts to
      complete the PCT stage.

              
	 
      	 
      
	
                6.4

              	
                If
      requested by the Distributor, TOD shall complete the applicable patent
      registration procedures in countries in which the Distributor obtained
      binding distribution agreements with third parties for reasonable
      quantities.

              


      

    

    


    Art. 7

    


    Sub-Distributor
or Sub-Agents

    


    The
Distributor is entitled to appoint sub-distributors, dealers or sub-agents in
the Territory at its own expenses hazard, risk and liability, provided that TOD
has previously given its consent in writing, such consent not to be unreasonably
withheld or delayed.  In any event, individual contract duration shall
coincide with that of this Agreement and, notwithstanding any authorisation
given, the Distributor shall be responsible and liable towards TOD that such
sub-distributors, dealers or sub-agents, if any, shall at all times comply with
the Agreement.

    


    Art. 8

    


    Secrecy

    


    The
Distributor undertakes not to disclose nor to use for other purposes, also after
the expiration or termination of the Agreement for any reason, trade or company
secrets or confidential information relating to the Products and/or TOD it has
become aware of.

    


    TOD
undertakes not to disclose nor to use for other purposes, also after the
expiration or termination of the Agreement for any reason, trade or company
secrets or confidential information relating to the Distributor it has become
aware of.  Notwithstanding the foregoing, the Distributor hereby
acknowledges that it is aware that TOD is a public reporting company and agrees
that is will provide to TOD promptly upon demand any information, data and other
materials required by TOD in order to fully comply with its reporting
obligations or other applicable laws.   Disclosure made by TOD
that is mandated by applicable law shall not be deemed a violation of the
provisions of this Article 8.

    


     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

    
 

    Art. 9

    


    Unfair
Competition, Infringements or the like; Exclusivity (Non
Competition)

    


    
      
        	
                9.1

              	
                The
      Distributor undertakes to immediately upon becoming aware of such
      circumstances, inform TOD of any act of unfair competition or of any
      breach of intellectual, industrial or commercial property rights by third
      parties, including (but not limited to) as far as infringements of the
      trade mark or other Intellectual Property Rights.  Furthermore,
      the Distributor undertakes to assist TOD in all actions aimed at
      protecting such rights, at TOD’s expense.

              
	 
      	 
      
	
                9.2

              	
                The
      Distributor undertakes neither to market nor to manufacture products equal
      or similar to those covered by the Agreement for the entire duration of
      the same.  Furthermore, the Distributor undertakes not to act
      either in the Territory or outside the same, either directly or indirectly
      as an agent, distributor, retailer or licensee in the interest of third
      parties manufacturing or marketing products in competition with the
      Products.  This obligation also applies to companies in which
      the Distributor holds an outstanding position without necessarily being a
      partner therein.

              


      

    

    


    Art. 10

    


    Exclusive
Rights

    


    Insofar
as permitted by mandatory provisions of any applicable law, during the terms of
this Agreement TOD undertakes to sell exclusively to the Distributor in the
Territory and shall not appoint any other distributor, agent or dealer in the
Territory.

    


    


    


    CHAPTER IV - AGREEMENT
DURATION AND TERMINATION

    


    Art. 11

    


    Agreement
Duration

    


    Unless
earlier terminated pursuant to the provisions of this Agreement, this Agreement
shall continue to be in effect until November 4, 2013.

    


    Art. 12

    


    Earlier
Termination

    


    
      
        
          	
                  12.1

                	
                  Without
      prejudice to other termination provisions in the Agreement, either party
      shall be entitled to terminate the Agreement forthwith upon written notice
      to the other party if the latter shall commit any breach of the Agreement
      which (if remediable) has not been remedied within 30 (thirty) days as
      from written notice thereof or, forthwith without prior written notice, in
      case of a material breach or a repetition of any breach

                
	 
      	 
      
	
                  12.2

                	
                  In
      addition TOD shall be entitled to terminate the Agreement forthwith in any
      of the following
events:

                


        

      

    

     

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

    
 

    
      
        
          	 	
                  a)

                	
                  bankruptcy,
      composition with creditors or any other procedure related to the
      insolvency of the Distributor;

                
	 	
                  b)

                	
                  civil
      or criminal judgements against the Distributor or its controlling
      shareholder(s) that are detrimental to its repute, and may hamper its
      activity;

                
	 	
                  c)

                	
                  delayed
      payment by the Distributor;

                
	 	
                  d)

                	
                  failure
      by the Distributor to generate sales prior to November 4, 2009; provided,
      that if certain potential customers of the Distributor has clearly
      indicated in writing their desire to purchase the Product but have
      conditioned such purchase on the patent underlying the Product being
      accepted, then notwithstanding a termination of this Agreement by TOD
      pursuant to this Sub-section (d), the Distributor shall continue to be
      exclusive distributor with respect to such potential customers for the
      remaining of the Term.

                
	 	
                  e)

                	
                  failure
      by the Distributor to attain to the Minimum Quantity;

                
	 	
                  f)

                	
                  introduction
      of monetary, customs or other restrictions hindering the normal
      performance of the Agreement, especially as regards
    payments;

                
	 	
                  g)

                	
                  change
      of ownership or in management of the Distributor so that Mr. Uri Singer no
      longer controls the
Distributor.

                


        

      

    

    


    
      
        	
                12.3

              	
                Upon
      termination of this Agreement, the Distributor shall return to TOD any and
      all information, including all records, products and samples received from
      TOD, and any copies thereof, as well as any notes, memoranda or other
      writings or documentation, whether in its possession or under its control,
      and shall erase all electronic records thereof, an shall so confirm to TOD
      in writing.

              


      

    

    
 

    
      	
               
      

            	
              Art.
      13

            


    

    


    
      
      

    

    
      Indemnity



    Without
prejudice to the Parties rights as a consequence of a termination for breach,
the termination of the agreement will not entitle any party to any damage,
indemnity or reimbursement of any kind, either in relation to customers or
goodwill associated with the Products.

    


    


    
      	
               
      

            	
              CHAPTER V - FINAL
      PROVISIONS

            


    

    


    
      	
               
      

            	
              Art.
      14

            


    

    


    
      
      

    

    
      Agreement
non Assignable



    The
Agreement may not be assigned or transferred, in whole or in part by the
Distributor.  This Agreement may be freely assigned by TOD, without
the need of any approval or consent from the Distributor, in connection with a
transfer, conveyance of sale of its Intellectual Property Rights relating to the
Products.  As a condition to an assignment by TOD, the transferee
thereof shall agree in writing to be bound by TOD's obligations
hereunder.

    


    
      	
               
      

            	
              Art.
      15

            


    

    


    
      
      

    

    
      Derogations
and Complementary Agreements



    Any
derogation, amendment, waiver or complementary agreement relating to the
Agreement shall be established in a written document signed by both
Parties.

    


     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

    
 

    
      	
               
      

            	
              Art.
      16

            


    

    


    
      
      

    

    
      Applicable
Law



    
      
      

    

    
      The
Agreement is governed by Israeli Law, with the exclusion of conflict of laws
rules.



    


    


    


    


    


    


    


    The
parties, intending to be legally bound, have signed this Agreement as of the
date first written above.

    


    


    


    


    
      
        
          
            
              
                	
                        /s/
      David Katzir

                      	
                         

                      	/s/ Uri Singer
	
                        T.O.D.
      Taste on Demand Inc.

                      	 
      	
                        Cap
      Designs Inc.

                      
	
                         

                      	 
      	
                        By: Mr. Uri
      Singer

                      
	
                        By:
      Mr. David
      Katzir

                      	 
      	 
      
	
                        Title:
      Chief Executive
      Officer

                      	 
      	 
      
	
                         

                      	 
      	/s/ Izhak Dahan
	 
      	 
      	
                        Cap
      Designs Inc.

                      
	 
      	 
      	
                        By: Mr. Izhak
      Dahan

                      


              

            

          

        

      

    

     

     

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

    
 

    Annex 1 – the
Products

    


    


    A product
intended to effect liquids flowing out of a container (such as bottled water) by
way of changing the liquids flavor, taste, color or adding certain additives,
such as minerals, vitamins, medicines, alcohol, baby formulas, soups
etc.

    
 

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        -8-