EXHIBIT 4.8 AGREEMENT

                                                                     EXHIBIT 4.8
                                    AGREEMENT

                 MADE AND EXECUTED IN YAVNE ON FEBRUARY 16, 2006

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

                                                                 OF THE ONE PART

AND:                 GOLD FROST LTD.
                     of 0 Xxxxx Xxxx Xx., Xxxxx Xxxxxxxxxx Xxxx
                     (hereinafter: "GOLD FROST")

                                                               OF THE OTHER PART

WHEREAS              By an agreement signed between Willi-Food and Gold Frost in
                     May 2001 it was agreed that Willi-Food would store, sell
                     and distribute Gold Frost's food products, such agreement
                     having been amended on January 30, 2002 (hereinafter "THE
                     ORIGINAL AGREEMENT"); and

WHEREAS              Gold Frost is desirous of terminating the Original
                     Agreement on December 31, 2005, and start storing,
                     marketing, selling and distributing independently its own
                     food products from January 1, 2006 onwards (hereinafter:
                     "THE OPERATIVE DATE"); and

WHEREAS              Gold Frost, for the purposes of marketing Gold Frost's food
                     products, is in need of employees, managers, equipment,
                     etc.; and

WHEREAS              It has been agreed between the parties that Willi-Food will
                     transfer to Gold Frost, on the Operative Date, employees,
                     equipment and various rights to enable Gold Frost to start
                     storing, marketing, selling and distributing from the
                     Operative Date its products, independently; and

WHEREAS              Willi-Food has agreed to provide Gold Frost with assistance
                     in all matters related to the sale of Gold Frost's food
                     products in Israel, including by way of issuing
                     certificates of despatch and invoicing customers, assisting
                     in collection from customers, etc., as more particularly
                     set out in this Agreement; and

WHEREAS              The parties are desirous of regulating their relationship
                     as hereinafter provided;

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

1.   PREAMBLE, HEADINGS AND SCHEDULES

     1.1  The preamble to this Agreement constitutes an integral part thereof
          and is binding as equally as the remaining terms thereof.




     1.2  The headings to the clauses of this Agreement are for ease of
          reference only and do not constitute any part of the Agreement and are
          not to be taken into account at the time of interpreting any of the
          provisions of this Agreement or in determining the validity of extent
          thereof.

     1.3  The Schedules attached hereto constitute an integral part thereof, and
          are as follows:

          SCHEDULE 2.1   -  List of Transferring Employees.
          SCHEDULE 3.1.1 -  The Trucks/Vehicles being sold to Gold Frost.
          SCHEDULE 5.2   -  Freight Company's Pricelist
          SCHEDULE 6     -  Lease Agreement of part of Willi-Food 's Logistics
                            Center
          SCHEDULE 9.1   -  List of  Additional  Services to be provided by
                            Willi-Food to Gold Frost and List of Eliminated
                            Administrative and General Expenses.
          SCHEDULE 10.1  -  Management Services Agreement with Xxx X.& Co.
          SCHEDULE 10.2  -  Management Services Agreement with Xxxxx Xxxxx
                            Management Investment Ltd.

2.   TRANSFER OF EMPLOYEES FROM WILLI-FOOD TO GOLD FROST

     2.1  It is hereby agreed that on the Operative Date all the employees whose
          names are listed in SCHEDULE 2.1 hereto (hereinafter: "THE
          TRANSFERRING EMPLOYEES") will become employees of Gold Frost and
          continuity of their rights will be preserved, and for such purpose
          Willi-Food will transfer and assign on the Operative Date all its
          rights and obligations and the employment agreements of the
          Transferring Employees, to Gold Frost. It is to be noted, however,
          that Xx. Xxx Hochboim will, on the Operative Date, will become an
          employee of Gold Frost to the extent of a 33% position only.

     2.2  On the Operative Date, Willi-Food will transfer to Gold Frost all the
          existing rights in respect of the Transferring Employees under
          insurance policies and/or funds and/or provident funds and/or under
          any central redundancy fund and/or otherwise by which Willi-Food has
          accumulated funds for its employees in respect of all their social
          benefits, including in respect of any debt following the termination
          of the employer/employee relationship (hereinafter: "THE FUNDS") and
          Gold Frost will bear responsibility towards the Transferring Employees
          in respect of all their social benefits, including in respect of any
          debt following the conclusion of the employer/employee relationship
          that will enure following the Operative Date, in a manner whereby the
          period of employment of the Transferring Employees at Willi-Food will,
          for purposes of the Severance Pay Law, 1963, be regarded as if they
          had worked at Gold Frost.

     2.3  Willi-Food hereby declares that it has received from all the
          Transferring Employees their consent to the substitution of the
          employers mentioned in This Agreement.

     2.4  It is hereby agreed that Willi-Food will, by the Operative Date,
          deposit in the Funds all the sums in respect of the Transferring
          Employees which it is bound to deposit up till the Operative Date
          pursuant to the provisions of any law or the agreements with the
          Transferring Employees.

     2.5  Willi-Food will, in addition to that stated in clause 2.4 above,
          concurrently with the Operative Date, transfer to Gold Frost the sum
          of NIS 47,972 to cover all Willi-Food's obligations in respect of
          outstanding vacation leave that has not been taken and to cover the
          liability for vacation allowance that has accrued to their benefit up
          till the Operative Date, towards those Transferring Employees.


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     2.6  Willi-Food hereby declares that in relation to some of the
          Transferring Employees, it has not made full contributions to the
          Funds in relation to the period culminating with the Operative Date,
          and that the shortfall in the contributions appears in SCHEDULE 2.1.
          Willi-Food undertakes that on the date of the cessation of the
          employer/employee relationship between Gold Frost and any of the
          Transferring Employees, Willi-Food will pay Gold Frost the shortfall
          in the contributions mentioned above in respect of the particular
          employee, if and to the extent that such shortfall exists, as well as
          any additional sum in respect of any debt consequent upon the
          termination of the employer/employee relationship and which results
          from the period preceding the Operative Date, to which Willi-Food
          ought to have contributed in respect of such employee to the Funds
          prior to the Operative Date, but has failed to do so. For the
          avoidance of any doubt, the enhancement of the employment terms of any
          of the Transferring Employees (if any) resulting from Gold Frost's
          liability for severance pay in relation to the term during which the
          relevant Employee was employed by Willi-Food prior to the Operative
          Date, will not be borne by Willi-Food.

     2.7  The parties will, shortly after the Operative Date, notify the Income
          Tax Commissioner of the commencement of employment of the Transferring
          Employees with Gold Frost, as stated in this Agreement, ensuring that
          the continuity of their rights in relation to severance pay will be
          preserved.

     2.8  For the avoidance of any doubt, in the event of any of the parties
          being desirous of hiring the services of any additional employee after
          the Operative Date, it will do so in accordance with its needs and at
          its sole determination. For the avoidance of any doubt, as from the
          Operative Date onwards, Willi-Food will cease recruiting employees for
          the purpose of working and/or providing services to Gold Frost.

3.   SALE OF TRUCKS AND VEHICLES TO GOLD FROST

     3.1  DECLARATIONS AND UNDERTAKINGS OF WILLI-FOOD

          3.1.1 Willi-Food hereby declares that it is the exclusive and sole
               owner of the Trucks and Vehicles detailed in SCHEDULE 3.1.1.
               hereto (hereinafter: "THE TRUCKS AND VEHICLES"), and that the
               sale price of the Trucks and Vehicles is set out in SCHEDULE
               3.1.1.

          3.1.2 Willi-Food hereby declares that the company Trucks and Vehicles
               are free and clear of all and any charge and/or pledge and/or
               attachment and/or debt and/or other third party right and that
               there is no contractual or legal or other impediment to the sale,
               and transfer of the possession thereof, to Gold Frost.

          3.1.3 Willi-Food undertakes to transfer the Trucks and Vehicles to
               Gold Frost's possession on the Operative Date, in their condition
               as stated in clause 3.1.2. above.


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     3.2  DECLARATIONS OF GOLD FROST

          Gold Frost hereby declares that it found the Trucks and Vehicles
          suitable for its needs and purposes and hereby waives any claim for
          fault or inconsistency.

     3.3  THE SALE

          3.3.1 Willi-Food hereby sells to Gold Frost and Gold Frost hereby
               purchases from Willi-Food the Trucks and Vehicles in
               consideration of the amount stated in clause 3.4 hereof.

          3.3.2 Gold Frost will take possession of the Trucks and Vehicles on
               the Operative Date.

          3.3.3 It is hereby agreed that notwithstanding the fact that Gold
               Frost will, from the Operative Date onwards, be the true owner of
               the Trucks and Vehicles, Willi-Food will remain registered in the
               records of the Licensing Office as owner of the Trucks and
               Vehicles, but this registration will only be valid against third
               parties and will be of no effect between the parties to This
               Agreement, and Willifood will act as trustee of Gold Frost in
               relation to the registered right of title in the records of the
               Licensing Office in relation to the Trucks and Vehicles.
               Willi-Food will be estopped from claiming against Gold Frost that
               it is the owner of the Trucks and Vehicles, and hereby waives
               against Gold Frost only, any claim in relation to the ownership
               of the Trucks and Vehicles.

          3.3.4 Willi-Food may not and undertakes also not to take action to
               charge and/or pledge and/or sell and/or grant any rights to any
               third party in the Trucks and Vehicles, with the exception of a
               sale pursuant and according to the provisions contained in clause
               3.6 hereof.

          3.3.5 Willi-Food undertakes to notify Gold Frost forthwith of any
               attachment and/or charge and/or any other third party rights that
               will be imposed on the Trucks and Vehicles during the term of
               This Agreement, and notify the attachor and/or the chargee and/or
               such third party that the Trucks and Vehicles belong to and are
               owned by Gold Frost, and take action to immediately remove all or
               any attachment and/or charge and/or other third party rights that
               will be imposed on the Trucks and Vehicles by reason of the fact
               that such attachor and/or chargee and/or third party believes
               that the Trucks and Vehicles belong to Willi-Food, and Willi-Food
               undertakes to indemnify Gold Frost in respect of any damage that
               will have been incurred by it by reason of such attachment and/or
               charge and/or third party rights, so imposed.

     3.4  CONSIDERATION

          In consideration of the Trucks and Vehicles Gold Frost will pay
          Willi-Food concurrently with the Operative Date, the depreciated cost
          price of the Trucks and Vehicles according to Willi-Food's books, as
          more particularly set out in SCHEDULE 3.1.1.


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     3.5  PAYMENTS TO BE BORNE: INSURANCE PROCEEDS

          3.5.1 It is hereby agreed that commencing from the Operative Date,
               Gold Frost will bear all and any insurance, operating,
               maintenance and fuel expenses of the Trucks and Vehicles, and all
               and any parking fines and traffic violations which will be
               imposed on Willi-Food as a result of the use of the Trucks and
               Vehicles. Willi-Food will be entitled to pay those fines on Gold
               Frost's behalf, Gold Frost will indemnify Willi-Food in respect
               thereof immediately.

               Willi-Food receives any tickets for traffic violations and/or
               parking fines in respect of the Trucks and Vehicles mentioned
               above, it will forward them to Gold Frost as soon as possible.

          3.5.2 In the event of any damage being caused to the Trucks and
               Vehicles and, as a result and/or in consequence or by reason of
               such damage, Willi-Food receives from any third party any
               payment, including from the insurance company of the third party
               who has caused such damage, Willi-Food will immediately remit any
               such payment received, to Gold Frost.

          3.5.3 Gold Frost will indemnify Willi-Food in respect of any damage
               that will be occasioned to Willi-Food as a result of any claim
               for which Willi-Food will be sued by any third party with respect
               to any damage that has been caused to it and/or to its property,
               by the Trucks and Vehicles.

     3.6  TRANSFER OF THE TRUCKS AND VEHICLES INTO GOLD FROST'S NAME/SALE
          THEREOF BY GOLD FROST

          3.6.1 Willi-Food undertakes, immediately after receiving a written
               instruction from Gold Frost to do so, to sign all and any
               documents and perform all the acts that will be required to
               transfer the registration of the ownership in the Trucks and
               Vehicles (or part thereof) from Willi-Food's name into that of
               Gold Frost, the Trucks and Vehicles being free and clear of all
               and any charge and/or pledge and/or attachment and/or debt or
               other third party right except for any charge, pledge,
               attachment, debt or other third party right that has been imposed
               on the Trucks and Vehicles by Gold Frost. Gold Frost personally
               will bear all payments and fees necessary to transfer the
               registration of the ownership in the Trucks and Vehicles (or part
               thereof) from Willi-Food's name into that of Gold Frost.

          3.6.2 If Gold Frost sells the Trucks and Vehicles (or any of them),
               the following provisions will then apply:

               (a)  Gold Frost will give notice thereof to Willi-Food in
                    writing, setting out the particulars of the purchaser/s
                    (hereinafter: "THE PURCHASER").

               (b)  Willi-Food undertakes to immediately sign all the
                    documentation and perform all the acts that will be required
                    for transferring the registration of the ownership in the
                    Trucks and Vehicles (or any of them) from Willi-Food's name
                    to that of the Purchaser, the Trucks and Vehicles (or any of
                    them) being free and clear of all or any charges and/or
                    pledge and/or attachments and/or debts and/or other third
                    party rights except for any charge, pledge, attachment, debt
                    or other third party right that has been imposed on the
                    Trucks and Vehicles (or any of them) of Gold Frost. Gold
                    Frost will, personally or by means of the Purchaser, bear
                    all payments and fees necessary to transfer the registration
                    of the ownership in the Trucks and Vehicles (or any of them)
                    from Willi-Food's name into that of the Purchaser.


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               (c)  For the avoidance of any doubt, Gold Frost will be solely
                    entitled to all items received from the Purchaser in respect
                    of the sale of the Trucks and Vehicles (or any of them).

     3.7  VALIDITY OF CLAUSE 3

          The provisions of clause 3 above will lapse in relation to any of the
          Trucks and Vehicles on the date on which Willi-Food transfers
          registration of the ownership therein as stated in clause 3.6 above,
          from Willi-Food's name into that of Gold Frost, or into the name of
          the Purchaser.

4.   STORAGE

     The parties hereby declare that since, according to the lease agreement of
     the storage areas that was signed between Willi-Food and Minrav
     Infrastructures Ltd, (hereinafter: "MINRAV") on July 3, 1998 and the
     supplemental agreement of February 15, 2005, (hereinafter: "MINRAV
     AGREEMENT"), Willi-Food may not assign its rights and undertakings under
     the Minrav Agreement to any third party without Minrav's consent, and since
     Willi-Food has effectively used Minrav's services solely for storage of
     Gold Frost's products, and since the Minrav Agreement in any event expires
     during April 2006, the parties will act as follows:

     4.1  Willi-Food will continue to receive from Minrav for and in the name of
          Gold Frost, the leasing and storage services of the refrigerated
          warehouses according to the Minrav Agreement while, so far as Minrav
          is concerned, Willi-Food will be the party who receives the leasing
          and storage services, although in fact it will be the products of Gold
          Frost that will be actually stored in Minrav's warehouses. For the
          avoidance of any doubt, if Willi-Food will be entitled under the
          Minrav Agreement to receive any compensation and/or indemnity from
          Minrav in connection with the services that Minrav will have supplied
          in connection with Gold Frost's products under the Minrav Agreement,
          Willi-Food will pay Gold Frost the amounts so received immediately
          following the receipt thereof.

     4.2  Gold Frost will bear the payments that Willi-Food will be required to
          pay to Minrav in respect of the Minrav Agreement, and for such purpose
          will pay the same to Willi-Food on the date on which, according to the
          Minrav Agreement, it was incumbent upon Willi-Food to pay the same to
          Minrav.

     4.3  Shortly prior to the expiration of the Minrav Agreement, the parties
          will act in concert to bring about the extension of the Minrav
          Agreement either on the same conditions or on such other conditions as
          will be agreed between Gold Frost and Minrav, and assign all
          Willi-Food's rights and obligations under the Minrav Agreement, to
          Gold Frost.

     4.4  If the parties have failed to reach an Agreement with Minrav as stated
          in clause 4.3 above, Gold Frost will contact any such warehouse or
          refrigeration house that will be selected in connection with the
          receipt of leasing and/or storage services of its food products.


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5.   TRANSPORTATION SERVICES

     5.1  It is hereby agreed that as from the Operative Date, Gold Frost may
          contract with any transportation company that will be selected in
          connection with the receipt of transportation services.

     5.2  Willi-Food declares that as of the date of this Agreement, it receives
          transportation services from the Yavne and Gederot Drivers Association
          Limited company (hereinafter: "THE FREIGHT COMPANY") against the
          consideration detailed in the agreed pricelist attached hereto as
          SCHEDULE 5.2.

     5.3  If Gold Frost elects to receive transportation services specifically
          from the Freight Company, but the Freight Company will demand higher
          prices from Gold Frost than those set out in SCHEDULE 5.2, then, to
          the extent Gold Frost will request Willi-Food to do so, Willi-Food
          will hire the services of the Freight Company on Gold Frost's behalf
          also, Willi-Food will be the party to pay the Freight Company the
          consideration in respect of the transportation services that the
          Freight Company will provide to Gold Frost, and Willi-Food will pay
          those amounts on the date on which Willi-Food will be required to pay
          the same to the Freight Company.

     5.4. Whereas two refrigerated trucks, that will remain in Willi-Food's
          ownership also after the Operative Date, are also currently used for
          the purpose of transporting Gold Frost's products to trucks of remote
          agents, that do not frequently come to the center of Israel, it is
          hereby agreed that Willi-Food will continue to grant Gold Frost such
          transportation services in relation to the various agents to the
          extent customary on the date of this Agreement, and in exchange Gold
          Frost will participate in Willi-Food `s costs in respect thereof
          (depreciation, repairs, fuel, insurance, licensing fees, drivers'
          wages, etc.) to the extent of 20%. For the avoidance of any doubt,
          Willi-Food will be absolutely responsible towards Gold Frost for the
          integrity of the Gold Frost's products that have been given to it as
          stated above from the moment they are given until the delivery thereof
          to such wholesalers, and will be responsible for any loss or damage
          that will be caused to the Gold Frost products mentioned, for any
          reason whatsoever. Willi-Food will maintain suitable insurance to Gold
          Frost's satisfaction in connection with such Products.

6.   LEASING PART OF WILLI-FOOD'S NEW LOGISTICS CENTER

     It is hereby agreed that on the date on which Form 4 will be given to the
     New Logistics Center being established by Willi-Food, the lease agreement
     attached hereto as SCHEDULE 6 will enter into effect between Willi-Food (as
     lessor) and Gold Frost (as lessee) of the refrigeration rooms in such
     Logistics Center.


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7.   TRANSFER OF CELLULAR TELEPHONES

     7.1  Whereas the Transferring Employees use, as of the date of this
          Agreement, CellCom's cellular telephones that are registered in the
          name of Willi-Food (hereinafter: "CELLULAR TELEPHONES") it is hereby
          agreed that on the Operative Date, Willi-Food will arrange for CellCom
          to transfer all the Cellular Telephones used by the Transferring
          Employees into the name of Gold Frost. The parties will cooperate in
          order to enable Gold Frost to continue to enjoy also in the future the
          favourable terms that are granted to Willi-Food in its capacity of a
          large customer. Insofar as the transfer of the Cellular Telephones
          will not be enabled into Gold Frost's name, Willi-Food will pay
          CellCom the charge in respect of the use of the Cellular Telephones,
          and Gold Frost will pay Willi-Food such sums on the date on which it
          will be incumbent on Willi-Food to pay the same to CellCom.

8.   SALE OF GOLD FROST'S PRODUCTS TO CUSTOMERS, SPECIAL OFFERS AND COLLECTION

     8.1  Gold Frost's sales personnel are those who will carry out the sale
          activity in relation to the products that Gold Frost will market from
          time to time (in this Agreement referred to as - "GOLD FROST'S
          PRODUCTS"), to the various customers.

     8.2  Since, up to the date of this Agreement, Gold Frost has not sold Gold
          Frost Products and the Gold Frost Company Products were sold to
          various customers by Willi-Food, and in order to enable Gold Frost to
          exploit Willi-Food's marketing and selling power, and the trading
          conditions on which Willi-Food sells its products to the various
          customers, Willi-Food will supply to Gold Frost sales personnel
          mini-terminals and/or certificates of despatch, and/or invoicing by
          Willi-Food, and Gold Frost's sales personnel will issue to the various
          customers in Willi-Food's name, certificates of despatch and invoices
          in respect of Gold Frost's products that will be sold to them.

          Notwithstanding the foregoing, it is hereby agreed that the collection
          risks from the various customers in respect of Gold Frost's Products
          will remain vested in Gold Frost and that insofar as Willi-Food will
          not collect any moneys from a customer in respect of Gold Frost's
          Products, for any reason whatsoever, Willi-Food will not pay Gold
          Frost in respect of those products.

     8.3  Whereas Willi-Food has considerable know-how and experience in all
          matters relating to customer credit management and liabilities, it is
          hereby agreed that Willi-Food will be the party that will manage the
          credit and liability volume that will be granted to the various
          customers (including by Gold Frost), and this will include making
          customer checks with the credit data companies, determining the types
          and volume of the collateral that will be required from the various
          customers, and pursue the receipt thereof from them, update, on a
          daily basis, Gold Frost's sales personnel regarding the credit and
          liability volumes that they can grant to any of the various customers,
          and employ the necessary measures to realize such collateral to
          collect the payments due from the various customers (in the event of
          non-payment on due date). In order to implement the foregoing,
          Willi-Food undertakes to act pursuant to its existing procedures, as
          prevailing from time to time, in all matters relating to the provision
          of credit and the liability, and for procuring the collateral from the
          various customers.

     8.4  It is hereby agreed that the date on which Gold Frost's sales
          personnel will deliver any of the Gold Frost Products to any
          particular customer, will be deemed to be the date on which Willi-Food
          will have purchased those products from Gold Frost, and only on such
          date will title to those specific products pass to Willi-Food, in
          light of the fact that Willi-Food constitutes Gold Frost's sales
          channel, as stated in clause 8.2 above.


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     8.5  Willi-Food will pay Gold Frost, in consideration of the Gold Frost
          products purchased by Willi-Food from Gold Frost as stated in clause
          8.4 above, within 76 days of the end of each calendar month during the
          course of which the Products were purchased (hereinafter: "THE PAYMENT
          DATE TO GOLD FROST"), the consideration in respect of the Gold Frost
          Products so purchased, plus VAT, against a lawful tax invoice
          (hereinafter: "THE GOLD FROST PRODUCTS CONSIDERATION"). Such
          Consideration will be the equivalent of the total payments that
          Willi-Food is entitled to receive from the various customers in
          respect of the Gold Frost Products sold by it to them during the
          course of the relevant month, according to the tax invoices issued by
          Willi-Food to those customers.

     8.6  It is hereby agreed that if the following conditions are fulfilled:

          8.6.1 the payment date on which any of the customers is meant to pay
               Willi-Food in respect of the Gold Frost products purchased by it
               during a particular month, preceded the Payment Date to Gold
               Frost;

          8.6.2 such customer mentioned has not paid Willi-Food in respect of
               the Gold Frost Products either on the date on which it ought to
               have paid Willi-Food nor by the Payment Date to Gold Frost (in
               this clause 8.6 called - "A PROBLEMATIC CUSTOMER"):

          then Willi-Food will not pay Gold Frost on the Payment Date to Gold
          Frost in respect of those Products so sold to a Problematic Customer,
          and the payment in respect of those Products will only be made on the
          date on which Willi-Food succeeds to collect the same from the
          Problematic Customer. For the avoidance of any doubt, should
          Willi-Food not succeed in collecting any sums from the Problematic
          Customer even after legal proceedings and execution proceedings have
          been pursued, then Willi-Food will be excused from payment of those
          monies to Gold Frost.

     8.7  It is hereby agreed that if the following conditions are fulfilled:

          8.7.1 Willi-Food has paid Gold Frost on the Payment Date to Gold Frost
               in respect of any Products before the maturity date on which the
               Customer that purchased such Products was bound to make payment
               for them to Willi-Food pursuant to the trading conditions between
               Willi-Food and such Customer;

          8.7.2 and on the date on which such Customer ought to have paid
               Willi-Food in respect of the Gold Frost Products, such customer
               has not paid Willi-Food in respect of the Willi-Food Products (in
               this clause 8.7 called - "A PROBLEMATIC CUSTOMER");

          then Gold Frost will pay Willi-Food immediately such sums that
          Willi-Food paid to Gold Frost and which the Problematic Customer
          failed to pay Willi-Food as stated above, and the payment in respect
          of those Products will only be made on the date on which Willi-Food
          succeeds to collect the same from the Problematic Customer. For the
          avoidance of any doubt, should Willi-Food not succeed in collecting
          any sums from the Problematic Customer even after legal proceedings
          and execution proceedings have been pursued, then Willi-Food will be
          excused from payment of those monies to Gold Frost.


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     8.8  It is hereby agreed that if the following conditions are fulfilled:

          8.8.1 any of the customers has paid Willi-Food a partial payment in
               respect of Products it purchased from Willi-Food during the
               course of a particular calendar month;

          8.7.2 Willi-Food has sold to such customer both Gold Frost Products as
               well as other products of Willi-Food;

          If it is possible to impute the amount unpaid to specific invoices
          issued by Willi-Food in respect of Gold Frost Products, then
          Willi-Food will not pay such sum or Gold Frost will repay such amount
          to Willi-Food, and the provisions of clauses 8.6 or 8.7 above, as
          appropriate, will respectively apply, and if IT IS NOT possible to
          impute the amount unpaid to specific invoices issued by Willi-Food in
          respect of Gold Frost Products, then part of the payment that will be
          received by Willi-Food will be deemed to be payment in respect of Gold
          Frost Products, and part will be deemed to be payment in respect of
          the remaining products that have been sold to it, pursuant to the
          ratio that the sums which ought to have been received from such
          customer in respect of Gold Frost Products that were sold to such
          Customer in the relevant month bears to the aggregate amounts that
          ought to have been received from such Customer in respect of the
          relevant month, and the provisions of clauses 8.6 or 8.7 above, as
          appropriate, will respectively apply.

     8.9  In the event that any of Willi-Food's customers will debit Willi-Food
          and/or offsets against the amounts that it owes Willi-Food in respect
          of an annual bonus and/or discounts (such as: a new product discount,
          branch opening discount, etc.,) and/or special offers and/or
          advertising expenses and/or charges, provided that such charge is not
          in respect of any act or omission falling within the responsibility of
          Willi-Food (hereinafter: "PAYMENT TO THE MARKETING Chains"), then the
          following provisions will apply:

          8.9.1 If it is possible to impute a particular part of the payment to
               customers to any offer that has been held by the relevant
               customer in relation to any of Gold Frost's Products, then Gold
               Frost will be the party that will bear such part and such amount
               will be reduced from the sums payable by Willi-Food to Gold Frost
               pursuant to this Agreement.

          8.9.2 If it is not possible to impute a particular part of the payment
               to the customers to any offer that has been held by the relevant
               customer in relation to any of the Gold Frost Products, then
               Willi-Food will be the party that will bear such payment to the
               customers.

     8.10 The parties will co-operate and do all they are able in order to cause
          customers to pay Willi-Food the full amount of the consideration in
          respect of the Gold Frost Products. It is hereby agreed that if
          Willi-Food notifies Gold Frost that it has exhausted all the
          collection possibilities short of resorting to legal proceedings
          against any of the Problematic Customers as stated in clauses 8.6 or
          8.7 above, as appropriate, then Willi-Food will file an action against
          the Problematic Customers mentioned in clauses 8.6 or 8.7 above, as
          appropriate, only after receiving Gold Frost's confirmation in advance
          and in writing, subject to Gold Frost bearing the costs of such
          proceedings (if the sums that were paid were only in respect of Gold
          Frost's Products) or a proportionate part of the costs of such
          proceedings (if the amounts that were unpaid were in respect of both
          Gold Frost Products as well as in respect of other products sold by
          Willi-Food to those Customers), pursuant to the rate which constituted
          the amount not paid in respect of Gold Frost Products out of the
          aggregate amount not paid to Willi-Food by the relevant customer.


                                       10



     8.11 It is hereby agreed that the provisions of this clause 8 above will
          apply solely on sales of Gold Frost Products in Israel, and that
          Willi-food will not provide the services mentioned in clause 8 above,
          with respect to Gold Frost's products sales abroad.

9.   PROVISION OF VARIOUS SERVICES TO GOLD FROST

     9.1  In addition to anything else stated in this Agreement, Willi-Food will
          provide Gold Frost during the term of this Agreement various services
          as enumerated in SCHEDULE 9.1 HERETO (hereinafter: "THE SERVICES"),
          which are included in Willi-Food's administration and general expenses
          as set out in Willi-Food's consolidated profit and loss statement
          (reviewed or audited, as appropriate).

     9.2  It is hereby agreed that 3 days following the date on which
          Willi-Food's consolidated and reviewed or audited financial statements
          for the end of any calendar quarter will have been approved, Gold
          Frost will pay Willi-Food in respect of the Services a proportion of
          Willi-Food's administrative and general expenses (eliminating the
          Services set out in SCHEDULE 9.1 that will be borne solely by
          Willi-Food) in respect of such calendar quarter, such proportion to be
          computed in accordance with the formula of (A/B) * C, where:

          A  = Revenues from Gold Frost's sales in the relevant calendar
               quarter, pursuant to Gold Frost's reviewed or audited profit and
               loss statement (as appropriate) for the end of such quarter.

          B  = Revenues from Willi-Food's sales in the relevant calendar
               quarter, according to Willi-Food's consolidated, reviewed or
               audited profit and loss statement (as appropriate) for the end of
               such quarter.

          C  = Willi-Food's administrative and general expenses in respect of
               such quarter, pursuant to Willi-Food's consolidated reviewed or
               audited profit and loss statement (as appropriate) for the end of
               such quarter.

10.  MANAGEMENT SERVICES, MANAGEMENT FEES AND BONUSES

     10.1 Willi-Food hereby declares that it entered into an agreement on June
          1, 1998 to receive management services with Xxx X. & Co., Ltd.,
          (hereinafter: "ZVI'S MANAGEMENT COMPANY") which was amended on August
          1, 2005, and which is attached hereto as SCHEDULE 10.1 (hereinafter:
          "THE ZVI MANAGEMENT AGREEMENT").

     10.2 Willi-Food hereby declares that it entered into an agreement on June
          1, 1998 to receive management services with Xxxxx Xxxxx Management
          Investment Ltd., (hereinafter: "JOSEPH'S MANAGEMENT COMPANY") which
          was amended on August 1, 2005, and which is attached hereto as
          SCHEDULE 10.2 (hereinafter: "THE XXXXXX MANAGEMENT AGREEMENT").

                                       11



     10.3 Subject to receiving the confirmation of Zvi's Management Company and
          of Xxx Xxxxxxxx, Xxxxx-Food hereby assigns to Gold Frost 50% of
          Willi-Food's rights and obligations under the Zvi Management Agreement
          in a manner whereby as from the Operative Date onwards, the Zvi's
          Management Company will supply Gold Frost with management services to
          the extent of 50% of its undertakings under the Zvi Management
          Agreement, and Gold Frost will pay, as from the Operative Date onwards
          to Zvi's Management Company directly, 50% of the management fees and
          expenses payable by Willi-Food to Zvi's Management Company according
          to the Zvi Management Agreement, and Willi-Food will pay Zvi's
          Management Company the balance of the management fees and expenses
          that are due to it under the Zvi Management Agreement.

          It is hereby agreed that in addition to that stated above, Gold Frost
          will pay Zvi's Management Company "the bonus from the Company's
          profits" pursuant to clause 6 of the Zvi Management Agreement, this
          clause to be construed as relating to Gold Frost's profits
          (hereinafter: "ZVI'S BONUS FROM GOLD FROST'S PROFITS"), while
          Willi-Food will pay Zvi's Management Company "the bonus from the
          Company's profits", pursuant to clause 6 of the Zvi Management
          Agreement, less the amount of Zvi's Bonus from Gold Frost's Profits,
          if and to the extent Gold Frost's profits constitute part of
          Willi-Food's profits. For the avoidance of any doubt it is hereby
          clarified that the Company's profits before tax etc., in relation to
          which "the Operative Profit" (as defined in clause 6 of Zvi's
          Management Agreement) is calculated are Willi-Food's consolidated
          profits.

     10.4 Subject to receiving the confirmation of Joseph's Management Company
          and of Xxxxxx Xxxxxxxx, Xxxxx-Food hereby assigns to Gold Frost 20% of
          Willi-Food's rights and obligations under the Xxxxxx Management
          Agreement in a manner whereby as from the Operative Date onwards,
          Joseph's Management Company will supply Gold Frost with management
          services to the extent of 20% of its undertakings under Joseph's
          Management Agreement, and Gold Frost will pay, as from the Operative
          Date onwards to Joseph's Management Company directly, 20% of the
          management fees and expenses payable by Willi-Food to Joseph's
          Management Company according to Joseph's Management Agreement, and
          Willi-Food will pay Joseph's Management Company the balance of the
          management fees and expenses that are due to it under Joseph's
          Management Agreement.

          It is hereby agreed that in addition to that stated above, Gold Frost
          will pay Joseph's Management Company "the bonus from the Company's
          profits" pursuant to clause 6 of Joseph's Management Agreement, this
          clause to be construed as relating to Gold Frost's profits
          (hereinafter: "JOSEPH'S BONUS FROM GOLD FROST'S PROFITS"), while
          Willi-Food will pay Joseph's Management Company "the bonus from the
          Company's profits", pursuant to clause 6 of the Xxxxxx Management
          Agreement, less the amount of Joseph's Bonus from Gold Frost's
          Profits, if and to the extent Gold Frost's profits constitute part of
          Willi-Food's profits. For the avoidance of any doubt it is hereby
          clarified that the Company's profits before tax etc., in relation to
          which "the Operative Profit" (as defined in clause 6 of Joseph's
          Management Agreement) is calculated, are Willi-Food's consolidated
          profits.

     10.5 It is hereby agreed that from the Operative Date onwards, each of the
          parties will pay Zvi's Management Company and Joseph's Management
          Company directly its share of the payments mentioned in clauses 10.3
          and 10.4 above, the undertakings to make such payments being solely of
          each party.


                                       12



11.  INDEMNITY

     11.1 In the event of any third party, including a competent authority
          (hereinafter: "THIRD PARTY") filing an action and/or demand against
          any of the parties to this Agreement (hereinafter: "THE DEFENDANT
          PARTY") by reason of an act or omission of the other party
          (hereinafter: "THE INDEMNIFIOR"), the following provisions will apply:

          11.1.1 The Defendant Party will give notice in writing thereof to the
               Indemnifior as quickly as possible.

          11.1.2 The Defendant Party will allow the Indemnifior to defend such
               action by granting a power of attorney to the Indemnifior's
               lawyer, empowering him to represent the Defendant Party in the
               defence against the action, provided that the Indemnifior will
               bear all costs involved in the defence against the action,
               including legal fees. The power of attorney will not allow any
               consent, admission or compromise to be made in the Indemnifior's
               name, without its prior written consent.

          11.1.3 The Defendant Party will not waive any right against the Third
               Party, nor will it compromise with the Third Party in relation to
               any action of the Third Party unless the Indemnifior's prior
               written and advance consent will have been granted, such consent
               not to be unreasonably withheld.

12.  TERM OF THE AGREEMENT

     12.1 This Agreement will enter into effect on the Operative Date and will
          remain in full force and effect until terminated as provided in
          clauses 12.2 and 12.3 hereof.

     12.2 Gold Frost will be entitled to bring this Agreement to an end at any
          time by at least 6 months' notice to be given to Willi-Food.
          Willi-Food will be entitled to bring this Agreement to an end at any
          time by at least 12 months' written notice that will be given to Gold
          Frost.

     12.3 Each of the parties may terminate this Agreement immediately and
          without any prior notice upon the occurrence of one or more of the
          following events with respect to the other party:

          12.3.1 a receivership order or winding-up order has been issued
               against it or a temporary liquidator or temporary receiver has
               been appointed and such appointment is not vacated within 45
               days.

          12.3.2 a liquidator or permanent receiver has been appointed for it; a
               stay of proceedings order has been issued at its petition or at
               the petition of any third party; an arrangement has been made
               with or for the benefit of creditors.

          12.3.3 it has committed a fundamental breach of this Agreement and
               such breach will not have been cured within 14 days of the date
               on which the infringing party has been required by the other
               party in writing to cure such breach.



                                       13


          12.3.4 it has committed a breach not being a fundamental breach of
               this Agreement, and such breach will not have been cured within
               75 days of the date on which the infringing party has been
               required by the other party in writing to cure such breach.

13.  ASSIGNMENT OF RIGHTS

     The parties and/or any person on their behalf (hereinafter: "THE TRANSFEROR
     COMPANY") will not sell or lease or assign or charge or pledge or convey or
     otherwise dispose of all or any of their rights or obligations under this
     Agreement to another or other parties except to a company that is in its
     full ownership and control (hereinafter: "THE TRANSFEREE COMPANY"),
     provided that such Transferee Company (1) will remain in the full control
     and ownership of the Transferor Company for the entire Term of the
     Agreement; (2) will undertake towards the other party for all the
     liabilities of the Transferor Company, subject to the Transferor Company
     remaining guarantor and exclusively responsible in relation to all the acts
     and omissions of the Transferee Company.

14.  GENERAL

     14.1 This Agreement and/or any addendum thereto, whether existing or
          future, constitutes everything which has been agreed between the
          parties on the matters set out therein and may not be amended or
          modified except by way of a written document signed by them.

     14.2 The parties irrevocably agree that in relation to this Agreement
          and/or whatever results therefrom, the exclusive jurisdiction will be
          vested in the courts of Tel Aviv - Jaffa.

     14.3 The consent of any of the parties to deviate from any condition of
          this Agreement in a particular instance or series of instances will
          not constitute any precedent nor will any inference be drawn therefrom
          with regard to any other instance in the future.

     14.4 The failure to enforce or delayed enforcement by any of the parties of
          the rights conferred upon it under this Agreement or at law, in any
          particular instance or in a series of instances, will not be regarded
          as a waiver of such right or of any other rights whatsoever.

     14.5 The parties will bear stamp duty in respect of this Agreement (if any)
          in equal shares.

     14.6 Each party will bear the costs of its own lawyer.

     14.7 Until any party notifies to the other in writing, the addresses of the
          parties for the purpose of this Agreement are as appearing at the head
          thereof, and any such notice that will be sent by one party to the
          other will be deemed to have been received by the addressee on the
          same day - if served or left at its address or if sent to it by fax -
          if a certificate of the despatch thereof has been received, and, if
          sent by mail, will be deemed to have been received by the addressee
          within 4 (four) business days following the date on which it was sent
          by registered mail.


                                       14



              IN WITNESS WHEREOF THE PARTIES HAVE SET THEIR HANDS:

________________________________             ___________________________________
X. XXXXX-FOOD INTERNATIONAL LTD.                      GOLD FROST LTD.

                                   CERTIFICATE

We confirm that stated in clause 10 above and confirm that we are aware that as
from the Operative Date onwards, Willi-Food's undertakings towards us will be
reduced to the extent of Gold Frost's undertakings towards us and that the
undertakings of each of Willi-Food and Gold Frost will be freestanding, without
there being any guarantee whatsoever of Willi-Food for Gold Frost's
undertakings, and vice-versa.

________________________                    ___________________________________
   Xxx X. & Co., Ltd.                                  Xxx Xxxxxxxx

_____________________________________       ___________________________________
Xxxxx Xxxxx Management Investment Ltd.                Xxxxxx Xxxxxxxx



                                       15


                                  SCHEDULE 2.1

                      NAMES OF "THE TRANSFERRING EMPLOYEES"

                         SHORTFALL IN THE CONTRIBUTORY PAYMENTS TO SEVERANCE PAY

1. Xxxx Xxxxx            -
2. Amsilli Yaron         NIS. 4,463
3. Xxxxx Xxxxxx          NIS. 3,873
4. Xxxxxxxx Xxxxxx       NIS. 1,460
5. Dadshov Xxxxxx        NIS. 3,500
6. Xxxxx Xxxxx           NIS.   583
7. Vazani Herzel         NIS. 1,460
8. Xxxxxx Xxxx           NIS. 4,375
9. Verolker Oded         NIS.   730
10. Xxxxx Xxxxxxx        NIS. 2,293
11. Xxxxx Xxxx           NIS. 3,612
12. Xxxxxxxx Xxxxxxx     NIS.   802
13. Zirotin Yevgeni      NIS. 3,496
14. Xxxxxxxx Xxxxxx      NIS. 2,625
15. Amar Raffi           -
16. Xxxxxxxx Xxx         NIS. 6,249





                                 SCHEDULE 3.1.1

                    PARTICULARS OF TRUCKS/VEHICLES BEING SOLD

       TYPE OF TRUCK/VEHICLE     LICENCE NO.   SALE COST IN NIS.
       ---------------------     -----------   -----------------

1.          Renault Mascot        00-000-00         18,027
2.          Renault Mascot        00-000-00         17,315
3.          Renault Mascot        00-000-00         29,779
4.          Renault Mascot        00-000-00         41,150
5.          Renault Mascot        00-000-00         43,779
6.          Renault Mascot        00-000-00         70,223
7.          Renault Mascot        00-000-00         73,659
8.              Daf 45            56-530-36        175,639
9.              Daf 45            56-755-36        200,981
10.             Isuzu             00-000-00        211,374
11.             Isuzu             00-000-00        306,262
12.         Renault Megane        00-000-00        120,274


                                       2



                                  SCHEDULE 5.2

               PRICE LIST OF THE FREIGHT COMPANY - IN NEW SHEKELS

                                        CONTAINER 20F.       CONTAINER 40F.
                                        --------------       --------------

ASHDOD-YAVNE                                676                   832
YAVNE-HOLON                                 000                   000
XXXXX-XXXXXXXXX                             000                 1,144
YAVNE-HAIFA                                 832                 1,144
ADDITIONAL CARRIAGE                         180                   360
GENERATOR                                   400                   500


                                       3




                                  SCHEDULE 9.1

                             LIST OF "THE SERVICES"

1.   Wages and incidentals - Secretariat, bookkeeping, xxxx collection, clerical
     work, etc.

2.   Professional services - legal and accountancy fees, directors' insurance,
     consulting.

3.   Communications - telephony and cellular appliances for managers.

4.   Office maintenance - messengers, office leasing, electricity, city taxes,
     computers, office needs and the like.

5.   Vehicle maintenance for managers.

6.   Depreciation - computer equipment, furniture and manager's vehicles.

7.   Other - fees, Trendline, typing, professional literature, entertainment
     expenses, donations, gifts to customers and the like.

                               EXPENSES ELIMINATED

1.   Management fees and bonuses paid by Willi-Food pursuant to Zvi's Management
     Agreement and Joseph's Management Agreement.

2.   Stock exchange fees.

3.   Legal fees in connection with Willi-Food being a public company traded on
     Nasdaq.

4.   Directors' fees.

5.   Willi-Food's bad debts expenses.

                                       4