AGREEMENT Duly Signed on February 11th, 2007 Tel Aviv BETWEEN

                                                                    EXHIBIT 4.16

                            [UNOFFICIAL TRANSLATION]

                                    AGREEMENT

                       Duly Signed on February 11th, 2007
                                    Tel Aviv

                                     BETWEEN

                         G. WILLIFOOD INTERNATIONAL LTD.
                      Company Registration Number 520043209
                                 0, Xxxx xxxxxx
                             Xxxxx, Xxxxxxxxxx Xxxx
                           (hereinafter :" WILLIFOOD"

                                                                     On one hand

                                   AND BETWEEN

                                 1.   MR. YA`ACOV BARON
                                      I.D. Number 007772239
                                      8, Montifiori Street,
                                      Kiryat O`no
                                 2.   XX. XXXXX XXXXX
                                      I.D. Number 007529969
                                      0, Xxxxxxxxxx Xxxxxx,
                                      Kiryat O`no
                                 3.   XX. XX`OR BARON
                                      I.D. Number 029640794
                                      0, Xxxxx Xxxxxx,
                                      Xxx Xxxx
                                 4.   XX. XXXXXX OR`NA
                                      I.D. Number 058239963
                                      00, Xxxxxx Xxxxxx,
                                      Kiryat O`no
                                 5.   XX. XXXXXX XXXXX SHA`XXX
                                      I.D. Number 023633951
                                      X.X.Xxx 000, Xxxxxxx

                                      (Xxxx of the Baron individuals as listed
                                      in items 1 to 5, inclusive, together and
                                      each one separately will be referred to
                                      hereinafter: "BARON"

                                                               On the other hand

WHEREAS   WilliFood is part of the WilliFood Group of Companies which deals with
          marketing and distribution of food products, in Israel and worldwide,
          directly or by means of others;

WHEREAS   The Barons are family members dealing with exporting and marketing
          Kosher food products abroad;

WHEREAS   The parties reached an agreement to cooperate within the framework of
          a company that will be established for that purpose of operating a
          business of export and distribution of Kosher food products abroad,
          and which will further continue the activities performed by the Barons
          and strengthen them whilst maintaining their special characteristics
          and contacts, relying on same when establishing that specific activity
          and whilst expanding it.


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WHEREAS   The parties wish to put in written all that has been agreed upon
          between themselves with regards to same;

IT IS THEREFORE STATED, STIPULATED AND AGREED BETWEEN THE PARTIES AS HEREUNDER:

1.   INTRODUCTION, HEADINGS, APPENDIXES AND DEFINITIONS.

     1.1  The introduction to this Agreement constitutes an integral part of The
          Agreement.

     1.2  The headings of the various items in this Agreement are provided for
          convenience purposes only and they should not be attached any
          meaningful interpretation.

     1.3  The Appendixes constitute an integral part of this Agreement.

     1.4  Each of the following definitions, wherever they appear, will have the
          following meaning:

          1.4.1 "THE DETERMINING DATE" - within 3 (three) business days as of
               the fulfillment of the Suspension Stipulations.

          1.4.2 WILLIFOOD GROUP OF COMPANIES - the following groups: WilliFood
               and WilliFood Investments Ltd.

          1.4.3 "RATE OF EXCHANGE" - the U.S. Dollar ($) rate of exchange as
               published from time to time by The Bank of Israel, and the latest
               known on a specified date that payment is to effected by virtue
               of this agreement.

          1.4.4 "CONTROL" - Holding the majority of shares and stocks of the
               relevant corporation and/or of the right to nominate the majority
               of the members of his Board of Directors.

          1.4.5 "THE MUTUAL COMPANY" - The Mutual Company which will be
               established by the parties as specified in item 2.1 and 3 of this
               Agreement as hereunder.

          1.4.6 "BUSINESS DAY" - Monday to Thursday of each week, except for
               holidays or holiday eve, sabbaticals or any other day on which no
               foreign currency transactions are performed, as customary in
               Israel.

          1.4.7 " SUSPENSION STIPULATIONS" - The Suspension Stipulations
               specified in item 17 of this Agreement.

          1.4.8 "AUTHORIZED TRANSFEREE" - With regards to WilliFood , a
               corporation controlled by WilliFood or by the one controlling
               WilliFood, or a corporation or individual who controls WilliFood.

               With regards to the Barons - Each of the Baron individuals, or a
               corporation controlled by them.

          1.4.9 " THE BARON BUSINESSES" - the Businesses of the Barons
               individuals in the field of exports and distribution of Kosher
               food products abroad prior to signing this Agreement, whether via
               a registered business. or otherwise.


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          1.4.10 "MINIMAL HOLDING RATE" - Holding of 25% of the issued and
               redeemed share capital of the mutual company.

          1.4.11 "COMPETITOR" - Anyone who deals with the same field of activity
               as that of the mutual company.

2.   THE PURPOSE OF THE AGREEMENT

     2.1  In compliance to the fulfillment of the Suspension Stipulations, it
          framework of the mutual company, for the purpose of exporting Kosher
          food products abroad and distribution of Kosher food products abroad,
          including exports of Kosher food products manufactured in various
          countries abroad (including those manufactured by WilliFood and for
          WilliFood) in order to be sold in other countries (hereinafter: "THE
          BUSINESS"): all in compliance with instructions of this Agreement.

     2.2  The parties state herein the following and are committed to each other
          as follows:

          2.2.1 In compliance with the correctness of the presentations
               specified in items 2 and 5 of this Agreement, they are interested
               in mutual business relationship, after holding meetings,
               performing checks and enquiries, and having studied each other,
               including the type of their activity, and the way each other
               operates and performs.

          2.2.2. In compliance to fulfilling all the suspension stipulations,
               there is no prevention by law or by agreement or by any other
               commitment to the contrary to entering into this Agreement and
               the complete fulfillment of its commitments, as specified in the
               Agreement.

3.   THE MUTUAL COMPANY

     3.1  It is hereby agreed by the parties that a mutual company will be
          established and registered by both parties, at a time close by after
          the signature of this agreement.

     3.2  The mutual Company will be registered under the name " Baron Kosher
          Food Ltd" or under any other similar name agreed upon by the parties,
          and which will be certified and approved by the companies registrar.

     3.3  The registered share capital of the mutual company upon its
          registration will be 100,000 regular shares of NIS 1 nominal value
          each (hereinafter:" REGISTERED CAPITAL" and "SHARES" or "THE MUTUAL
          COMPANY SHARES", accordingly).

     3.4  The share holders will be allocated 1000 shares out of the registered
          capital (hereinafter :"The issued capital"), which will be divided
          amongst them, as follows:

          3.4.1    WilliFood                          50.1% , i.e. 501 shares
          3.4.2    Mr Ya`acov Baron          -  about 12.7%, i.e. 127 shares.
          3.4.3    Xx Xxxxx Xxxxx            -  about 12.7%, i.e. 127 shares.
          3.4.4    Xx. Xx`or Baron           -  about 17%, i.e. 170 shares.
          3.4.5    Ms Or`xx Xxxxxx           -  about  4.2%, i.e. 42 shares.
          3.4.6    Xx Xxxxxx Xxxxx Sha`hak   -  about  3.3%, i.e.33 shares.


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     3.5  The articles of the mutual company will be formulated according to the
          version as per Appendix A to this Agreement (hereinafter: "The
          Articles").

     3.6

          3.6.1 The Articles of the mutual company will be formulated so as to
               be in accordance with the consents object of this Agreement. In
               the event of any contradiction and/or non reconciliation between
               the instructions of this Agreement with he instructions of the
               Articles of the company - the instructions of this Agreement will
               overpower, and the parties will be obliged to amend the articles
               of the company accordingly.

          3.6.2 Moreover, the following instructions will be included, amongst
               others, in the Articles of the company:

               3.6.2.1 Settlement of provision of a right for first refusal in
                    case a share holder wishes to sell and/or transfer his
                    shares in the end of the stagnation period to a non
                    authorized transfereeof his If the right for first refusal
                    will not materialize, the buyer will be obliged - as a
                    prerequisite to the purchase - to undertake the seller` s
                    commitments per this Agreement by signing this Agreement.

               3.6.2.2 Prohibition of selling, transference, endorsement and
                    mortgaging of the company shares by anyone of the parties
                    for a period of 3 (three) years as of the determining time
                    as above- mentioned (and hereinafter: " The stagnation
                    period"). And prohibition of selling shares to competitors
                    and all, except to authorized transferees, in accordance
                    with the instructions of item 15 of this Agreement.

               3.6.2.3 "Bambi Settlement" (one shot) which could be operated by
                    anyone of the parties who would wish to , but only after the
                    stagnation period.

               3.6.2.4 Settlement of WilliFood effective control of the mutual
                    company by endowing WilliFood the right to exclusively
                    nominate the Managing Director and the Chairman of the Board
                    Directors, as well as its right to decide upon the
                    termination of their engagement.

               3.6.2.5 To remove any doubts and notwithstanding the Barons`
                    commitments as specified in this Agreement, the Baron
                    individuals will not be estopped from reaching mutual
                    agreements so as to organize the relationship between
                    themselves as share holders.

     3.7  The directors of the mutual company will be as follows : On behalf of
          WilliFood - Xx. Xxxx Xxxxxxxx and Xx. Xxxxxx Xxxxxxxx.


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          On behalf of the Barons - Mr. Ya`acov Baron and Xx. Xx`or Xxxxx.

          Each party will be entitled to terminate the term of the service of
          the director he nominated and nominate someone else instead. The
          representatives of the Barons in the Board of Directors will be
          entitled to bring forth the accountant, Xx. Xxxxx Xxxxxx, so as to
          attend the meetings of the Board of Directors as observer on their
          behalf (with no rights attached), provided to signing a standard Non
          Disclosure Agreement.

     3.8  Mr. Ya`acov Baron will be nominated as the chairman of the first Board
          of Directors. The Chairman will have no deciding vote.

     3.9  In compliance to the instructions of items 3.10 hereunder, one of the
          directors to be nominated on behalf of WilliFood will have a deciding
          vote in the event the Board of Directors will not be able to reach a
          majority decision. A deciding vote means double vote.

     3.10 All the decisions taken in the Board of Directors, the Board
          Committees and in the General Assemblies of the mutual company will be
          reached at by a majority of votes, except for decisions regarding each
          of the following topics, in reference to which decisions must be
          unanimously reached at.

          3.10.1 Disengagement, merger, re-organization of the mutual company.

          3.10.2 Fundamental change of the mutual company business, including
               entry into businesses of which their essential nature is not
               listed in the intended businesses of the mutual company,
               according to this Agreement.

          3.10.3 Any decision to be taken with regards to providing guarantee or
               any commitment the nature of which is similar to that of a
               guarantee, or providing securities in favor of any of the mutual
               company share holders, and/or by anyone of the mutual company
               share holders, as well as any decision to be taken regarding
               funds raising and/or capital raising from share holders or third
               parties.

          3.10.4 Any meaningful business transaction between the mutual company
               and any of the Willy Group of Companies, or one notwithstanding
               market conditions, or one not performed in the course of daily
               businesses of the mutual company, nomination of administration
               fees for WilliFood, as specified in item 4.8 hereunder, any
               business transaction between the mutual company and the Barons',
               nomination of any monetary rewards, as specified in item 4.10
               hereunder and nomination of monetary refund for WilliFood, as
               specified in item 6 hereunder.

          3.10.5 Change in the structure of the share capital of the mutual
               company, issuance of shares, allocation of shares, expansion of
               share capital, in compliance with the specified in item 7.5 as
               hereunder.

          3.10.6 Change in the signature rights of the mutual company.


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          3.10.7 Any one-time business transaction and any transaction performed
               not during the course of regular business of the mutual company
               and which will entail the mutual company commitment (in one
               installment or accumulatively) to an amount of over $250,000, as
               well as current business deals performed in the course of regular
               business of the mutual company, except for business deals as
               specified above and accumulatively amounting to $500,000 per
               month.

          3.10.8 Employment of family relatives of the mutual company share
               holder members, or relatives of the individuals holding shares of
               the share holders of the mutual company; it is a priori agreed
               that the Board of Directors of the mutual company will be
               entitled to state that Xx Xxxxx Xxxxx and Ms Or`xx Xxxxxx will be
               employed by the mutual company, all together or partially, at a
               salary that will match their position and contribution.

     3.11 The right to sign on behalf of the mutual company will be as follows:
          the signature of one of the directors representing WilliFood combined
          together with the signature of one of the directors on behalf of the
          Barons (two signatures altogether), with the company` s stamp or the
          company` s name in type will bind the company to each and every issue.

     3.12. The first accountants to inspect the mutual company will be
          Breitmann, Algamor and Co.

     3.13. The mutual company will publish quarterly financial reports and
          yearly financial reports inspected in a format of a public company,
          the stocks and shares of which are traded in the Tel Aviv Stock
          Exchange Ltd. and in the Nasdak. However, the publication of the
          quarterly reviewed financial reports will be submitted within 45 days
          as of the first quarter, the second and the third, for that matter,
          and the yearly inspected reports will be published within 90 days as
          of the end of the year.

4.   THE BUSINESS

     4.1  The parties agree that as of the determining date the they will
          operate and manage the business, based on the Barons` activities as
          performed so far, within the framework of the mutual company, whilst
          developing and expanding it; the parties agree to act and perform all
          their activities in the field of exports of Kosher food products
          abroad only within the business and the mutual company framework, all
          in compliance with the instructions specified in item 4.4 of this
          Agreement ( hereinafter: " the business field"). To remove any
          possible doubt , it is stated hereby, in addition, that the business
          field will not include the businesses and activities of Gold Frost
          Ltd.

     4.2  Starting from the determining date, the Barons and WillyFood will stop
          performing all activities in the business field (and any other
          accompanying activity) between them and their customers and suppliers,
          and any activity that was performed with them until then - will be
          performed as of that time by the mutual company. All the rights and
          obligations that the Barons have concerning their activities in the
          business field prior to the determining date, will pertain only to the
          Barons.


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     4.3  In compliance with the instructions of items 4.4 and 17.1.2 of this
          Agreement, WillyFood will be responsible that the aforementioned in
          item 4.2 be applied on WilliFood Investments Ltd. as well and
          fulfilled by them, so that as of the determining date, any activity of
          each company of the Willy Food Group of Companies worldwide that will
          take place in the business field of exports of Kosher Food products
          abroad and of marketing food products abroad or in foreign countries -
          will be performed by the mutual company only.

     4.4  To remove any doubt, the instructions of items 4.1 and 4.3 of this
          Agreement will not apply to Layish Israeli Food products Ltd., a
          company controlled by WilliFood and which deals in the U.S.A. with
          imports, exports and marketing of food products ( Hereinafter: "
          LAYISH"), and that with regards to:

          4.4.1 Products which are being marketed by the company at the time of
               signing this Agreement, and

          4.4.2 Products bearing the brand name: WilliFood" (even if they are
               not being sold to Layish at the time of signing this Agreement).

     4.5  It is stated herein that any new product which is not marketed by
          Layish at the time of signing this Agreement (except for products
          bearing the brand name "WilliFood" as aforementioned), and which will
          be marketed or sold or distributed by Layish in the U.S.A., will be
          sold to Layish only through the mutual company, granting it a suitable
          commission.

     4.6  The parties agree that WilliFood will act in the intention of
          transferring, in the near future, the mass of the current Layish
          purchases so as to be under the responsibility of the mutual company,
          in such a way that the mutual company will execute Layish purchases,
          granting it a suitable and agreed upon purchase commission. For that
          matter, "commission" means - the difference between the buy rate by
          which the product was purchased from the manufacturer - and the sell
          rate by which the product was sold to a customer of the mutual
          company.

     4.7  As of the determining date, both parties will act in the interest of
          the benefit of the mutual company and of advancing its businesses;
          moreover, WilliFood will make use of its connections with its
          customers and assorted parties (including wholesale distributors,
          institutional customers abroad etc.) in order to enlarge the group of
          customers of the mutual company, on top of marketing activities that
          will be performed by the mutual company.

     4.8  The more WilliFood will contribute to the mutual company as aforesaid
          in item 4.7 and/or contribute to the management efforts of the mutual
          company, WilliFood will be entitled to get administration fees from
          the mutual company, to be agreed upon by the Board of Directors of the
          mutual company.


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     4.9. The parties agree that the mutual company will give priority to
          marketing WilliFood products in the field of Kosher food products
          abroad; The mutual company will also regularly advise on marketing
          Kosher food abroad, free of charge and every once in a while, and that
          without harming the assignation of all of the Willy Group activities
          in the field of Kosher food products in foreign countries - to the
          mutual company.

     4.10 Unless otherwise specified in this Agreement, and/or the Board of
          Directors of the mutual company will unanimously decide otherwise, the
          Barons and WilliFood will not be entitled to any payment in
          consequence of the specified in item 4, and should anything be due to
          any of them, it will be only in accordance to the explicitly specified
          in this Agreement.

5.   THE PRESENTATION OF THE PARTIES.

     5.1  WilliFood states herein the following and is committed to the Barons
          as follows:

          5.1.1 that it is a duly registered company in Israel and that its
               stocks and shares are traded in the Nasdak Exchange in New York.

          5.1.2 that in compliance to the fulfillment of all the suspension
               stipulations, there is no restriction or prohibition or
               prevention, according to its corporate documentation and/or
               corporate instructions or any agreement` s instructions or by any
               regulation regarding its linkage within the framework of the
               instructions of this Agreement, and regarding the fulfillment of
               its commitments according to instructions of this Agreement, and
               that its business linkage within the framework of this Agreement
               and the fulfillment of its commitments according to its
               instructions do not constitute and will not constitute a breach
               of commitment, prohibition or restriction of any kind.

          5.1.3 that the business linkage by means of this Agreement has been
               approved by the Board of Directors of Willi Food; copy of the
               protocol of the decision of WilliFood validated by WilliFood
               legal advisor is attached as Appendix B of this Agreement.

          5.1.4 that it will assist the mutual company in any new Kosher food
               project, including handling the provision of Kosher
               certification, as well as in any issue concerning the production
               and marketing of Kosher food abroad, whether it is manufactured
               in Israel or abroad.

          5.1.5 that it will provide the mutual company the option to purchase
               any of its products at convenient and competitive rates.

          5.1.6 that it will contribute its know how, contacts and experience to
               the mutual company and will assist it in expanding its export
               activities.


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          5.1.7 that it is aware of the fact that the Barons came into linkage
               with them through this Agreement, amongst others, based on the
               commitments and statements as specified in item 5.1, and that
               would have those commitments and statements not have been
               provided, the Barons would not have come into linkage by means of
               this Agreement, including all its stipulations.

     5.2  The Barons state hereby the following and are committed to WilliFood
          as follows:

          5.2.1 The suppliers of the Barons and/or the Barons` businesses prior
               to the determining date, including their names, addresses and the
               Barons` essential rights ( such as exclusivity) - are listed in
               Appendix C of this Agreement.

          5.2.2 The customers of the Barons` and/or the Barons` businesses prior
               to the determining date, including their names, addresses and the
               Barons` essential rights (such as exclusivity) - are listed in
               Appendix D of this Agreement.

          5.2.3 That Appendixes C and D are true and correct.

          5.2.4 Should the mutual company be caused any harm due to commitments
               or events, deeds or failure on the Barons` part in consequence to
               reasons occurring prior to the determining date, the Barons will
               then compensate the mutual company within 7 (seven) days as of
               receipt of the mutual company` s first demand in written, or of
               the demand of each two Directors in the company, due to any harm
               caused, as aforementioned.

          5.2.5 The Barons are committed to do their utmost so that the turnover
               of transactions in consequence of which the mutual company may
               reach a gross profit or commission in the first 4 (four) complete
               quarters after the determining date will be at least 7.5 ( seven
               and a half) million dollars, and that there be an increase in the
               gross profit and/or in commission as aforementioned every
               additional year for the 4 (four) years following the first four
               complete quarters as aforementioned.

          5.2.6 That there are no pending requests for bankruptcy and /or
               dismantling and/or receivership and/or nomination of temporary
               liquidator and/or temporary receiver and/or special manager
               and/or trustee and/or request for creditor settlement submitted
               to court and/or to any other authorized party against any Baron
               individual, including any of the Barons` businesses, and that no
               confiscation/ execution procedures took place against any Baron
               individual or business during the last 5 years;

          5.2.7 That no meaningful claims were submitted against any Baron
               business and/or Baron individual during the last five years,
               except for commercial claims. One, being a claim in the amount of
               NIS 200,000 submitted against them as a third party claim , and
               the second claim is one submitted against them and others by a
               third party in an amount of CAN $ 7 millions. To remove any
               doubt, it is stated herein that only the Barons are liable to
               these claims.


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          5.2.8 That in compliance to the fulfillment of all the suspension
               stipulations, there is no restriction and/or prohibition and/or
               prevention according to the instructions of the Agreement or any
               regulation by law as to the coming into agreement and to the
               fulfillment of their commitments within the framework of this
               Agreement, and that their linkage within the framework of this
               Agreement and the fulfillment of their commitments according to
               its instructions do not and will not constitute a breach of
               commitment, prohibition or restriction of any kind.

          5.2.9 That they are aware that WilliFood came into linkage with them
               through this Agreement, amongst others, based on their
               commitments and statements as specified in item 5.2 herein, and
               that would have those commitments and statements not have been
               provided, WilliFood would not have come into linkage by means of
               this Agreement, including all its stipulations.

6.   SERVICES WLLIFOOD PROVIDES TO THE COMPANY

     6.1  The offices of the mutual company will be located in the neighborhood
          of WillyFood offices in Yavne, as an independent and autonomic unit.
          The rental that will be paid to WilliFood will be at market conditions
          and tariff.

     6.2  Should the Board of Directors assume that it is in the interest of the
          mutual company, the mutual company will received from WilliFood
          logistic and administrative services against payment (accounting,
          office services, etc) and the mutual company will be billed at cost of
          the services by WilliFood, the service provider. The rate the company
          will be charged with for the services provided by WilliFood will not
          exceed the standard market rate or the rate of a quotation which the
          mutual company will obtain by outsourcing.

7.   FINANCING THE ACTIVITIES OF THE COMPANY

     7.1  WilliFood commits hereby to finance the mutual company activities, as
          follows:

          7.1.1. According to the Company` s Managing Director` s decision in
               written that will detail the requirements and goals for which the
               mutual company needs monetary means, including relevant
               timetables, WilliFood will transfer to the bank account of the
               mutual company, every once in a while, sums of money required
               only specifically for the current business activities of the
               company, in such a way that the total amount in NIS will
               accumulatively be equivalent to US $ 1,000,000 ( one million US
               Dollars) according to the rate of exchange ( hereinafter : " THE
               PRIMARY AMOUNT"). The primary amount will be calculated and
               registered in the books of the mutual company as owners` loans
               which WilliFood provided the mutual company ( hereinafter: " THE
               LOAN"). WilliFood states herein and is committed to have this
               primary amount available with her, and that once any decision of
               the Managing Director as aforementioned regarding a specific
               amount of money will be taken, the amount of money specified will
               be transferred to the bank within 3 business days, unless the
               timetable detailed in the decision will allow other dates.


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          7.1.2 The loans will not bear any interest during the period of the
               first year it was provided to the mutual company.

          7.1.3 After the end first year, as aforementioned, the loan amount
               will bear a yearly interest of a rate of US $ prime percentage +
               1% per year ( the rate of prime as indicated on the date ending
               the first year); it is agreed that the loan will be refunded to
               WilliFood out of the initial profits of the mutual company in
               such a way that will not harm the mutual company capacity to pay
               current payments.

          7.1.4 In the end of the first complete 4 (four) quarters after the
               determining date, the results of the mutual company activities
               will be reviewed based on the first 4 (four) complete quarterly
               reports after the determining date and out of the loan amount. An
               amount equivalent to the relevant profit amount, as defined
               hereunder, will turn to be an investment of WilliFood in the
               mutual company and will not be considered any longer as owner
               loan provided to the mutual company.

               Regarding this issue; "THE RELEVANT PROFIT AMOUNT" means - the
               amount of profit of the mutual company after deduction of all
               expenses including financing expenses, before tax, multiplied by
               2 ( two).

     7.2  In furtherance to the specified in item 7.1.1., Willy food is
          committed hereby in compliance to reaching the targets detailed in
          item 5.2.5 aforementioned, to provide the mutual company , should it
          require additional financing on top of the primary amount, and at any
          stage the mutual company will be requested to, any amount and/or any
          guarantees the mutual company will need, up to a total amount in NIS
          equivalent to US $ 1,000,000 ( one million US Dollars) per rate of
          exchange. This amount will be calculated and registered in the mutual
          company books as owner loan and will bear interest at a rate of dollar
          prime + 1% yearly and will be refunded out of the first profits of the
          mutual company in such a manner as not to harm the mutual company
          capacity to pay current payments) hereinafter:" THE COMPLEMENTARY
          FINANCING"). It is agreed that the mutual company will not distribute
          any dividends to its share holders prior to paying off the owners
          loans it was provided, such as the primary loan and the complimentary
          financing loan.


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     7.3  The parties mutually state that their intention - amongst others- is
          that the mutual company will independently acquire products in order
          to sell them to its customers, an activity that requires significant
          financing; the parties also mutually state that the aforesaid
          financing may be required as well due to the fact that a certain
          period of time may pass till the mutual company will be getting income
          from its customers, and that during that period of time a need for
          full financing of the mutual company activities will be required.

     7.4  It is explicitly agreed that the Barons will not be obligated to
          provide any financing or guarantees or securities to the mutual
          company, as long as WilliFood did not exhaust its commitment to the
          fullest, according to item 7 herein, and that their holdings in the
          mutual company will not be depleted, unless an investor will join the
          mutual company (or in case of going public), according to company
          value of at least 4 million US Dollars.

     7.5  The parties agree that in case the mutual company will require an
          additional financing on top of the primary loan and complementary
          financing, and should the mutual company not be able to obtain such an
          additional financing from the banking system, based on its own
          resources, the parties will provide such a financing to the mutual
          company, parallel and simultaneously and relatively ("pro-rated") to
          their rate of holding the mutual company shares. Should they not do so
          - the depletion system will be operated as indicated in the Articles
          of the mutual company.

8.   MANAGING THE COMPANY

     8.1  The mutual company will be managed by a Managing Director.

     8.2  The Managing Director of the mutual company will be appointed
          according to the Board of Director` s decision and will be
          subordinated to the Board of Directors. The first Managing Director of
          the mutual company will be Xx. Xx` or Xxxxx and he will be nominated
          for a period of 5 (five) years, unless the Board of Directors will
          decide to stop his employment at an earlier stage. In order to remove
          any doubt, it is herein stated that the decision of the Board of
          Directors with regards to this issue means the decision of the those
          Directors representing WilliFood. The first Managing Director will be
          employed according to a Service Agreement as formulated in Appendix E
          to this Agreement. This agreement will include, amongst others, the
          following instructions:

          8.2.1 Should the Board of Directors decide as aforementioned upon the
               termination of employment of the Managing Director as consequence
               of or in connection to the fact that the mutual company did not
               reach the targets detailed in item 5.2.5 aforesaid, all or
               partially, then, in that case, the Managing Director will be
               entitled to get paid half of the special salary as specified in
               item 8.2.3 hereunder.

          8.2.2 Should the Board of Directors decide as aforementioned upon the
               termination of employment of the Managing Director as consequence
               of or in connection to circumstances wherein an employee may be
               dismissed per law and without compensation (such as abuse of
               office, etc), then, in that case, the Managing Director will not
               be entitled to any payment from the mutual company and his
               dismissal will be immediate.


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          8.2.3 Should the Board of Directors decide as aforementioned upon the
               termination of employment of the Managing Director as consequence
               of or in connection to any reasons other than those specified in
               items 8.2.1 and 8.2.2 aforementioned, and in spite of the fact
               that the mutual company reached the target as specified in item
               5.2.5 aforementioned, then, in that case, the Managing Director
               will be entitled to receive a special payment from the mutual
               company in an amount equivalent to his last monthly gross salary
               prior to his cessation of work multiplied by 12, and in addition
               dismissal compensation, as per law.

          8.2.4 The mutual company will pay the Managing Director a gross
               monthly salary of NIS 27,000 plus V.A.T.,as duly deemed, against
               an official tax invoice.

          8.2.5 The mutual company will provide the Managing Director a car
               suitable to his position as Managing Director, as well as a
               mobile phone, the incurring tax to be paid to be fully grossed up
               by the mutual company.

          8.2.6 The Managing Director is entitled to a bonus (gross, before tax)
               in the rate of 25% of the operational profit of the mutual
               company (as defined herewith: the income of the mutual company,
               all operational expenses being deducted and prior to financing
               expenses) during the 4 (four) first complete quarters after the
               determining date, which is over $500,000 (five hundred thousand
               US Dollars)( for example, if the operational profit in the end of
               the four quarters will be, as aforementioned, $1,000,000- the
               Managing Director will be entitled that year to a bonus of
               $125,000).

          8.2.7 In addition, the Managing Director is entitled to a bonus
               (gross, before tax) for each additional year that he is employed
               by the mutual company (on top of the first 4 (four) complete
               quarters after the determining date, at a rate of 25% of the net
               profit (after tax deduction), which will be higher than the
               previous year net profit (after tax) with additional 20%; for
               example - the net profit (after tax) in the end of the 4 (four)
               first complete quarters after the determining date was 0.5
               million US Dollars; in the end of the second year (that is: in
               the end of the 4 (four) complete quarters following the first 4
               (four) complete quarters which followed the determining date, the
               net profit of the company was 1,2 million US Dollars. In which
               case, the Managing Director is entitled to 0.25% (quarter) of the
               difference between (1.2*0.5 and 1.2) which is equivalent to a US
               $150,000 bonus.


                                       13



          8.2.8 To remove any doubt, it is stated herein that the operational
               profit aforementioned in item 8.2.8, will be defined according to
               the financial quarterly reports for the first 4 (four) complete
               quarters following the determining date, and the net profit, as
               aforementioned in item 8.2.7, will be defined according to the
               relevant inspected financial yearly reports and the quarterly
               reviewed financial reports, as seen fit, and it is agreed that in
               case the mutual company should have - for the relevant
               calculation periods - yearly reviewed financial reports, then the
               calculations is to be effected according to the yearly financial
               reports.

          8.2.9 The Managing Director is committed herewith to non-competition
               with the mutual company as long as he is employed by the mutual
               company, and for a further period of 6 (six) months thereafter.
               This commitment is waived in case the mutual company will
               terminate his engagement as aforementioned in item 8.2.3. The
               aforesaid commitment will be limited for a period of 3 months on
               top of his period of employment in case he was dismissed as
               specified in item 8.2.1. The aforesaid commitment is to be fully
               applied in case of resignation.

     8.3  Moreover, Mr. Ya`acov Baron will be engaged by the company as active
          chairman of the Board of Directors for NIS 18,000 (gross, per month)
          plus V.A.T. payable against a duly tax invoice and in accordance to a
          service provision agreement formulated as indicated in Appendix F of
          this Agreement and constituting an integral part of it. The service
          agreement will be drawn for an obligatory period of minimum 3 (three)
          years. Mr. Ya`cov Baron will also be committed (within the framework
          of the service agreement) to non competition with the mutual company
          during the term of his engagement, including an additional period of 6
          (six) months thereafter. This commitment will be waived in case of his
          dismissal during the first three years of his employment by the mutual
          company, as consequence of other reasons than that of breaching his
          commitments.

9.   ALLOCATION OF DIVIDENDS

     The parties agree herewith that the mutual company will allocate dividends
     to its share holder in the end of the each calendar year, at a rate of not
     less than 40% of the profit accumulated by the mutual company that year,
     and which can be lawfully allocated; provided that the allocation will not
     harm the cash flow and development programs of the company. Allocation of
     dividends will be performed in such a measure as not to cause deficiency in
     the equity capital required for financing the company` s current activities
     and its business development, and not prior to paying off owners loans.

10.  SECRECY

     10.1 Each party is committed herewith to the other to keep in complete
          secrecy any information that will reach its knowledge or possession
          regarding the mutual company and business, or regarding the other
          party, its share holders and directors, companies it is linked with
          and its daughter- companies.


                                       14



     10.2 In reference to this item, "information" is any business information,
          commercial and financial about the other party, its business,
          customers, employees and managers, marketing programs, rewards and
          development, financial status, contacts with customers and suppliers,
          assets, debts, rights and any thing in connection with.

     10.3 The aforesaid in this item is not applicable to information that was
          or turned to be common knowledge, or to information that is to be
          handed over by law (including stock and share law and rulings in
          Israel and in the United States of America), or to information
          requested by authorized parties in Israel and in the United States.

11.  NON COMPETITION

     Not withstanding the instructions as per items 8.2.9 and 8.3
     aforementioned, the parties are committed herewith to each other, that as
     long as each one of them is a share holder in the mutual company, and for a
     period of 6 (six) months thereafter (hereinafter: " THE RESTRICTION
     PERIOD"), they will not compete with the mutual company and its businesses,
     and will not be dealing in its field of activities, directly or indirectly,
     themselves or through other parties, as independents, partners, employees,
     consultants etc, or in any other way.

12.  AMENDMENTS

     Any amendment in this Agreement will be executed in written only and will
     be signed by both parties; otherwise, it will bear no validity whatsoever.

13.  CONCESSIONS

     Concession of a right and/or a claim within the framework of this Agreement
     will not constitute a concession of any of the other rights and claims of
     whichever party of this Agreement, nor harm them.

14.  DESIGNATION OF THE AGREEMENT

     This Agreement alone contains all which is agreed between the parties in
     reference to establishing a mutual company and to its activities; any
     understanding, promise, agreement, letter of agreement or presentation
     transpired between the parties prior to signing this Agreement is null and
     void as of the date of its signature.

15.  TRANSFERENCE OF RIGHTS AND/OR COMMITMENTS

     15.1 The parties` rights and commitments according to this Agreement cannot
          be transferred, mortgaged or endorsed, in any way, except for the
          specified in this Agreement.

     15.2 Not withstanding the aforesaid, the parties may transfer and endorse
          their rights as per this Agreement, all or part thereof, to any
          authorized transferee provided the authorized transferee will accept
          the commitments and obligations of the transferring party, according
          to this Agreement, by joining this Agreement; the transferring party
          will remain liable and guarantee that the transferee will keep and
          fulfill its commitments.


                                       15



16.  CONFIRMATION

     The validity of this Agreement is stipulated by the fact that the approval
     of the business transaction - the object of this Agreement - by the
     person-in-charge of the Business Restriction Office, and/or that his
     confirmation that the business transaction - object of this Agreement -
     does not require his approval, is in receipt by the determining date; and
     that all required certifications according to item 17.1.2 hereunder will be
     in receipt (all in reference to the commitments as per item 4.3 of this
     Agreement).

17.  SUSPENDING CONDITIONS

     17.1 The validity of this Agreement suspends on the fulfillment of all the
          suspending conditions detailed in this item # 17, as follows:

          17.1.1 Receipt of the approval of the business transactions - object
               of this Agreement - signed by the person-in-charge of the
               Business Restriction Office, if and in as much as such an
               approval will be required.

          17.1.2 Receipt of all approvals of WilliFood Investment Ltd.
               authorized institutions, in consequence of instructions per item
               4.3 of this Agreement, and as duly required per law.

     17.2 In case, despite all efforts the parties made, not all the suspending
          conditions will be fulfilled until and no later than the determining
          date, then, in such a case, the determining date will be postponed to
          an additional period of 30 (thirty) days ("THE POSTPONED DATE"). If
          the determining date is postponed to the postponed date, then,
          whenever the determining date is mentioned in this Agreement, it
          should read: the postponed date.

     17.3 In case, despite all efforts the parties made, not all the suspending
          conditions will be fulfilled until and no later than the postponed
          date, then, in such a case, this Agreement will be essentially null
          and void and the parties will have no right or reason to submit claims
          thereof.

     17.4 In furtherance, and notwithstanding the instructions of the
          aforementioned items 17.1 to 17.3 ( inclusive), it is herewith agreed
          that whereas the parties sign this Agreement without attachment of its
          Appendixes, then, once the parties will not agree upon the formulation
          of the Appendixes within 14 (fourteen) business days as of signing
          this Agreement, and attach them duly signed to this Agreement, then,
          in such a case, each party will be entitled to submit to the other
          party a written notice advising that this Agreement is null and void,
          and none of the parties will have the right or reason to submit claims
          as consequence of the Agreement or of the notice.

18.  THE TERM OF THE AGREEMENT AND ITS EXPIRATION

     18.1 In compliance to the aforementioned in item # 18.2, this Agreement
          will be validated as from date that all the suspending conditions will
          be fulfilled and up to becoming null and void, as agreed by both
          parties in written, or by lawful rulings.


                                       16



     18.2 Once the holdings of one party of this Agreement decreased to less
          than the minimal rate of holdings, then the other party will be
          entitled to submit to that one party a written notice of termination
          of the linkage (hereinafter: "NOTICE OF TERMINATION OF LINKAGE") Once
          the other party handed over the Notice of Termination to the one
          party, the Agreement will be invalidated and none of the parties will
          have any complaints, claims or demands to the other party as
          consequence thereof, except for claims resulting from breach of
          commitments included in this Agreement, in as much as there was a
          breach. The expiration of the Agreement will not harm the rights of
          any of the share holders of the mutual company to keep and maintain
          shares of the mutual company, as held by the share holder when the
          Notice of Termination of Linkage was submitted. However, it is stated
          herein that these rights refer to standard rights of share holders,
          and not to rights as stipulated by this Agreement.

          To remove any doubt, it is stated herein that (a) nothing in the
          aforementioned item subtracts from the stated in item
          15.2.aforementioned: that is, this item will not be applied in case a
          party of this Agreement sold or transferred his company shares to his
          authorized transferee and that (b) regarding the holdings of the
          Barons, the holdings of the Baron individuals will be considered as
          mutual Baron holdings.

19.  JURISDICTION AND APPLICABLE LAW

     19.1 Jurisdiction regarding any dispute or disagreement between the parties
          is that of the relevant authorized courts, in Tel Aviv -Yaffo only.

     19.2 The law applicable on this Agreement will be the Israeli law only.


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20.  THE ADDRESSES OF THE PARTIES

     The addresses of the parties regarding any matter in connection to this
     Agreement are as indicated in the introduction. Any notice to be forwarded
     from one party to the other according to the aforementioned addresses, by
     registered mail, will be considered as delivered to the addressee within 96
     hours from the time of its being submitted for delivery.

 IN WITNESS THEREOF THE PARTIES HAVE CAUSED THIS AGREEMENT TO BE DULY EXECUTED:

/S/ LI`OR BARON    /S/ YA`ACOV BARON           /S/ CHEN SHLEIN
---------------    -----------------           ---------------
XX. XX`OR XXXXX    MR. YA`ACOV BARON           G. WILLIFOOD INTERNATIONAL LTD.


/S/ OR`XX XXXXXX   /S/ XXXXXX XXXXX SHA`XXX    /S/ XXXXX XXXXX
----------------   ------------------------    ---------------
MS. OR`XX XXXXXX   XX. XXXXXX XXXXX SHA`XXX    XX. XXXXX XXXXX

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