EXHIBIT 4.3 ADDENDUM TO THE AGREEMENT TO RECEIVE MANAGEMENT SERVICES MADE AND EXECUTED IN YAVNE ON AUGUST 1, 2005 BETWEEN: G. WILLI-FOOD INTERNATIONAL LTD. of 3 Nahal Snir St., Yavne Industrial Zone (hereinafter: "THE COMPANY")

                                                                     EXHIBIT 4.3

            ADDENDUM TO THE AGREEMENT TO RECEIVE MANAGEMENT SERVICES

                  MADE AND EXECUTED IN YAVNE ON AUGUST 1, 2005

BETWEEN:             X. XXXXX-FOOD INTERNATIONAL LTD.
                     of 0 Xxxxx Xxxx Xx., Xxxxx Xxxxxxxxxx Xxxx
                     (hereinafter: "THE COMPANY")

                                                                 OF THE ONE PART

AND:                 XXXXX XXXXX MANAGEMENT INVESTMENT LTD. (CORPORATE NO.
                     512416033)
                     of 0 Xxxxx Xxxx Xx., Xxxxx Xxxxxxxxxx Xxxx
                     (hereinafter: "THE MANAGEMENT COMPANY")
                     or any wholly-owned company of Xx. Xxxxxx Xxxxxxxx

                                                               OF THE OTHER PART

WHEREAS              Xx. Xxxxxx Xxxxxxxx (hereinafter: "XXXXXX") serves as the
                     CEO of the Company and as director  thereof; and

WHEREAS              Xxxxxx is a former employee of the Company and according to
                     Joseph's original employment agreement, which was approved
                     on March 28, 1997 by the Board of Directors and on April 1,
                     1997 by the general meeting of the Company (which was on
                     that date still a private company), Xxxxxx was entitled to
                     receive from the Company a vehicle and reimbursement of
                     expenses; and

WHEREAS              Xxxxxx requested in June 1998 to provide the Company with
                     services, not as an employee, but through the medium of the
                     Management Company and as an independent contractor; and

WHEREAS              In 1998, the Audit Committee, the Board of Directors and
                     the general meeting of the Company approved a variation in
                     the terms of Joseph's employment in a manner whereby Xxxxxx
                     would cease being an employee of the Company and start
                     providing management services to the Company through the
                     medium of the Management Company, in consideration for
                     receiving management fees in an amount equal to the costs
                     to the Company of employing Xxxxxx prior to the variation;
                     and

WHEREAS              An agreement to receive management services was made on
                     June 1, 1998 between the Company and the Management Company
                     to be in force until May 31, 2006, and which is annexed to
                     this Addendum as SCHEDULE "A" (hereinafter: "THE ORIGINAL
                     MANAGEMENT AGREEMENT") under which the Management Company
                     is entitled to receive management fees in an amount equal
                     to the cost to the Company of employing Xxxxxx prior to the
                     variation mentioned above; and

WHEREAS              An error occurred in the Original Management Agreement and
                     the right of Xxxxxx to receive from the Company a vehicle
                     and reimbursement of expenses was omitted from the
                     Agreement, despite the fact that these rights were not
                     taken into account in calculating the cost of the Company
                     of employing Xxxxxx prior to the variation mentioned above
                     and, therefore, they were not included within the
                     definition of the management fees to which the Management
                     Company is entitled pursuant to the Original Management
                     Agreement; and




WHEREAS              Despite the omission from the original Management
                     Agreement, the Company effectually continued to provide a
                     vehicle for Joseph's use and reimburse him for his
                     expenses; and

WHEREAS              The parties are desirous of extending the term of the
                     Original Management Agreement, subject to modifications
                     arising from the present Addendum, as more particularly set
                     out below; and

WHEREAS              The parties are desirous of rectifying the error that
                     occurred in the Original Management Agreement, and embed
                     therein the right to use the vehicle and the right to
                     receive a reimbursement of expenses.

     IT IS THEREFORE AGREED, STIPULATED AND DECLARED BETWEEN THE PARTIES AS
     FOLLOWS:

1.   PREAMBLE, SCHEDULES, AND HEADINGS

     1.1  The preamble to this Addendum constitutes an integral part hereof and
          is binding as equally as any of the terms thereof.

     1.2  The headings to the clauses do not form part thereof and have been
          inserted for ease of reference only and are not to be applied in
          interpreting the Agreement.

2.   EXTENSION OF THE ORIGINAL MANAGEMENT AGREEMENT TERM

     Clause 4 of the Original Management Agreement will be replaced by the
     following provisions:

     "4.1 The term of this Agreement is for an unlimited period, subject as
          provided in clauses 4.2 and 4.5 hereof (hereinafter: "THE AGREEMENT
          TERM").

     4.2  The Company and/or the Management Company will be entitled to bring
          the Agreement to an end at any time, and for any reason whatsoever,
          before the end of the Agreement Term, by giving prior written notice
          to the other party, as follows:

          4.2.1 The Company will be entitled to bring the Agreement to an end at
               any time for any reason whatsoever, by giving prior notice in
               writing that will be given to the Management company at least 18
               months in advance.

          4.2.2 The Management Company will be entitled to bring the Agreement
               to an end at any time by giving prior notice that will be
               delivered to the Company at least 180 days in advance.

     4.3  It is hereby agreed that the Company may waive the actual receipt of
          the management services from the Management Company for the duration
          of the prior notice period, but this will not serve to derogate from
          its obligation to continue to pay the Management Company the
          management fees and the remaining payments and rights due to the
          Management Company under this Agreement, including, and without
          limitation from the generality of the foregoing, a bonus, provision of
          a vehicle and the reimbursement of expenses mentioned in clause 5A
          hereof until the end of the prior notice term, as stated in clause
          4.2.1 or 4.2.2 above, as appropriate.

                                       2




     4.4  It is hereby agreed that in the event of the Management Company being
          the party that brings the Agreement to an end as stated in clause
          4.2.2 above, the Management Company will then be entitled to receive
          the management fees for the duration of an acclimatization period of 6
          months that will begin after the end of the prior notice period
          mentioned in clause 4.2.2, notwithstanding that it will not, during
          such six-month period, provide the Company with any management
          services.

     4.5  It is hereby agreed that if the Management Company will start
          providing the management services otherwise than by means of Xxxxxx
          and/or in the event of the death or permanent and continuous loss of
          working capacity of Xxxxxx (God forbid), the Company will be entitled
          to terminate the Agreement forthwith, without any prior notice.

     4.6  It is hereby agreed that if a receiving order or winding-up order
          issues against the Management Company or a temporary liquidator or
          temporary receiver is appointed for it or a liquidator or permanent
          receiver and/or a stay of proceedings order is issued at its petition
          or at the petition of any third party in a manner which prevents the
          Management Company from continuing to supply the management services,
          then Xxxxxx will immediately start to work for the Company in exchange
          for the salary and social benefits the cost of which to the Company
          will be identical to the monthly management fees under this Agreement,
          as of such date, or alternatively, at the exclusive choosing of
          Xxxxxx, Xxxxxx will begin to supply the Company with management
          services by means of another company that is wholly-owned and
          controlled by him, pursuant to the conditions contained in this
          Agreement."

3.   VEHICLE AND ENTERTAINMENT EXPENSES

     Clause 5A will be added to the original Management Agreement in the
     following wording:

     "5A.1 The Company will provide for Joseph's use a vehicle that will be used
          for business and private purposes. The Company will bear all expenses
          relating to the handling and maintenance of such vehicle. The Company,
          at the discretion of the Board of Directors, may replace such vehicle
          from time to time.

     5A.2 Xxxxxx will be entitled to full reimbursement of the expenses paid by
          him during the course of providing the management services to the
          Company, including entertainment expenses and reasonable travelling
          expenses in Israel and abroad, against presentation of receipts.
          Without derogating from the generality of the foregoing, Xxxxxx will
          be entitled to full reimbursement of the telephone expenses at home
          and of the mobile telephone, including calls abroad, that are related
          to the provision of the management services to the Company."

                                       3



4.   GENERAL

     4.1  This Agreement was approved on July 20, 2005 by the general meeting of
          shareholders of the Company by the majority required according to
          section 275 of the Companies Law, 1999.

     4.2  All the remaining provisions of the Original Management Agreement will
          continue to apply without variation. In the event of any inconsistency
          between the provisions of the Original Management Agreement and those
          contained in this Addendum, the provisions contained in this Addendum
          will prevail.

              IN WITNESS WHEREOF THE PARTIES HAVE SET THEIR HANDS:

_______________________________           _____________________________________
X. XXXXX-FOOD INTERNATIONAL LTD.          XXXXX XXXXX MANAGEMENT INVESTMENT LTD.

                              PERSONAL UNDERTAKING

X. Xxxxx-Food International Ltd.
0 Xxxxx Xxxx Xx.,
XXXXX

Dear Sir,

I, the undersigned, Xxxxxx Xxxxxxxx, hereby declare that the provisions of the
above Addendum like those of the Original Management Agreement are acceptable to
me and I confirm that my guarantee for all the undertakings of the Management
Company according to the Original Management Agreement will continue to remain
in full force and effect also in relation to the above Addendum, and that my
undertaking contained in clause 4.5 of the above Addendum is agreed and accepted
by me.

                                                            Yours faithfully,

                                                            ________________
                                                            Xxxxxx Xxxxxxxx

                                       4