0001178913-07-001289 Sample Contracts

LEASE AGREEMENT Made and entered into at Rosh Ha’ayin on August 13, 2006
Lease Agreement • June 28th, 2007 • Blue Square Israel LTD /Adr/ • Retail-department stores

WHEREAS In the scope of a reorganization the Lessee transferred to the Lessor its rights in real estate properties which were owned by it, including the properties mentioned in the schedule attached to this Agreement as Appendix A, pursuant to a split agreement dated April 2, 2006 and a transfer agreement dated June 21, 2006 (hereinafter respectively: “the Properties”; “the Spin-off Agreement”; “the Transfer Agreement”); and

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DEED OF TRUST Made and entered at Tel Aviv on the 14th day of August 2006
Deed of Trust • June 28th, 2007 • Blue Square Israel LTD /Adr/ • Retail-department stores

WHEREAS: The board of directors of the Company decided on August 13, 2006 to approve an issue of Debentures (Series B), in accordance with the terms and conditions of the Prospectus; and

UNDERWRITING AGREEMENT Made and entered into at Tel Aviv on the 15th day of August, 2006 Between
Underwriting Agreement • June 28th, 2007 • Blue Square Israel LTD /Adr/ • Retail-department stores

WHEREAS: The Company is due to publish a prospectus pursuant to which it will offer the public 2,500,000 ordinary shares, NIS 100,000,000 par value Debentures (Series A) linked to the index and convertible into ordinary shares of the Company, and NIS 650,000,000 par value Debentures (Series B) linked to the index (hereinafter: “the Securities”); and

DEED OF TRUST Made and entered at Tel Aviv on the 14th day of August 2006
Deed of Trust • June 28th, 2007 • Blue Square Israel LTD /Adr/ • Retail-department stores

WHEREAS: The board of directors of the Company decided on August 13, 2006 to approve an issue of Debentures (Series A), in accordance with the terms and conditions of the Prospectus; and

Contract
Special Collective Agreement • June 28th, 2007 • Blue Square Israel LTD /Adr/ • Retail-department stores

Special Collective Agreement Made and entered into on April 26, 2006 Collective Agreements Law, 5717-1957 This collective agreement was duly registered on July 15, 2006 Its no. being : 153/2006 Shlomo Yitzhak, Adv. The Chief Labor Relations Officer

AGREEMENT
Real Estate Transfer Agreement • June 28th, 2007 • Blue Square Israel LTD /Adr/ • Retail-department stores

WHEREAS: The Seller engages in the operating of a chain of retail stores and is also the owner of activities in the field of letting, management, development and improvement of real estate properties owned by it; and

AGREEMENT Made and entered at Tel Aviv on the 23rd day of June 2006
Lease Agreement • June 28th, 2007 • Blue Square Israel LTD /Adr/ • Retail-department stores

WHEREAS: On October 11, 2005 a framework agreement was signed between the parties (hereinafter: “the Framework Agreement”) in the scope of which it was agreed that the Lessor would let real estate properties owned by the Lessor to the Lessee and the Lessee would hire such real estate properties from the Lessor; and

Special Collective Agreement Made and entered into on May 29, 2006
Special Collective Agreement • June 28th, 2007 • Blue Square Israel LTD /Adr/ • Retail-department stores

WHEREAS the parties desire to mutually increase the provisions transferred by the employee and the Company to a savings fund;

AGREEMENT Made and entered on the 21st day of June 2006
Transfer Agreement • June 28th, 2007 • Blue Square Israel LTD /Adr/ • Retail-department stores

WHEREAS The Seller carries on business in operating a chain of retail stores and is the owner of activities in the field of letting, management, development and improvement of real estate properties owned by it; and

AGREEMENT FOR PROVIDING OF SERVICES Made and entered at Rosh Ha’ayin on the 13th day of August, 2006
Services Agreements • June 28th, 2007 • Blue Square Israel LTD /Adr/ • Retail-department stores

WHEREAS: The parties are desirous that Blue Square provide the Company with services in connection with the Company's activities, as described in this Agreement; and

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