EXHIBIT-10

[TRANSLATED FROM THE HEBREW]

                             SHARE PURCHASE CONTRACT
                             -----------------------

              Made in Tel Aviv this 11th day of October 1996

BETWEEN:      AMPAL INDUSTRIES, INC.

              whose address for the purpose of this contract is c/o Ampal
              (Israel) Ltd., of 111 Arlozorov Street, Tel Aviv

              (hereinafter referred to as "the Vendor")

AND:          AGRIFARM INTERNATIONAL LTD.

              whose address for the purpose of this contract is c/o Hadassim
              Agricultural Development Co. Ltd., POB 119 Rosh Pina 12000

              (hereinafter referred to as "the Purchaser")

WHEREAS       the Vendor, Ampal Industries (Israel) Ltd., Ampal Development
              (Israel) Ltd. and Ampal Financial Services Ltd. (the said four are
              hereinafter referred to as "Ampal") hold 8,223,7279 ordinary
              shares of NIS 1 n.v. each (hereinafter referred to as "The
              Shares") of Pri Ha'emek (Canned and Frozen Food) 88 Ltd.
              (hereinafter referred to as "the Company"), representing as at
              30th September 1996 approx. 58% of the Company's issued share
              capital (prior to the conversion of the debentures);


AND WHEREAS   the Company is a public company whose Shares are traded on the Tel
              Aviv Stock Exchange Ltd. (hereinafter referred to as "the Stock
              Exchange");


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AND WHEREAS   the Purchaser has considerable experience in the food industry and
              it has examined the state of the Company's business;

AND WHEREAS   the Purchaser intends operating the Company as a going concern and
              to act to rehabilitate it;

AND WHEREAS   the Purchaser has the experience, expertise, know-how and means
              required to operate the Company as a going concern;

AND WHEREAS   the Vendor is unaware of any event which the Company is under a
              legal duty to report to the Stock Exchange and/or the Securities
              Authority and which has not been reported;

AND WHEREAS   Ampal wishes to sell to the Purchaser, and the Purchaser wishes to
              purchase from Ampal, the Shares being fully paid up and free of
              any charge and third party right whatsoever with the Company being
              "as is";

ACCORDINGLY, IT IS WARRANTED AND AGREED BETWEEN THE PARTIES AS FOLLOWS:

1.   Recitals and Headings

     1.1  The recitals to this contract constitute an integral part hereof and
          every representation, warranty or undertaking included in the recitals
          shall be deemed included in the body hereof.

     1.2  The clause headings are for locational convenience only and shall be
          given no weight for the purposes of the interpretation hereof.

2.   The Transaction

     2.1  The Vendor hereby undertakes to sell and/or procure that Ampal shall
          sell the Shares to the Purchaser, and the Purchaser hereby undertakes


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          to purchase the Shares from Ampal, upon the terms, conditions and
          stipulations particularized below.

     2.2  The Shares shall be transferred to the Purchaser on the closing date
          (as defined below) being fully paid up and free of any charge and
          third party right whatsoever against payment of the sum of NIS 8,223
          in respect of all the Shares.

     2.3  In consideration for the purchase of the Shares and the full and
          precise performance of the Purchaser's undertakings pursuant to this
          contract, the Vendor undertakes as follows:

          2.3.1 Ampal shall assign to the Purchaser its rights in respect of an
               owners' loan linked to the consumer price index ("the index") and
               bearing interest at a rate of 3% per annum which was made
               available to the Company by Ampal in the past in a total amount
               (principal and interest) of NIS 1,000,000 (one million new
               shekels); and also

          2.3.2 Ampal shall assign to the Purchaser its rights in respect of an
               owners' loan in the sum of NIS 2,000,000 (two million new
               shekels) which was made available to the Company by Ampal
               pursuant to clause 5.1 below; and also

          2.3.3 Ampal shall waive its rights vis-a-vis the Company in respect of
               the balance of an owners' loan debt (principal and interest),
               save for the sum of NIS 1,000,000 in respect whereof the
               provisions of clause 2.3.1 above shall apply, the loan pursuant
               to clause 5.1 below in respect whereof the provisions of clause
               2.3.2 above shall apply and debentures listed for trading on the
               Stock Exchange which Ampal shall be entitled to continue holding;
               and also

          2.3.4 Ampal shall pay the Purchaser the sum of US$ 1,500,000 (one
               million five hundred thousand US dollars) against the release of
               the guarantee and deposit which was made available by Ampal and
               Ampal (Israel) Ltd. as collateral to secure the Company's
               liabilities up to the said amount to Bank Hapoalim Ltd.; and also


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          2.3.5 Ampal shall pay the Purchaser the sum of NIS 2,000,000 (two
               million new shekels);

          and all upon the terms, conditions and stipulations particularized
          below.

3.   Conditions Precedent for the Implementation of the Transaction

     The receipt of the approvals and consents particularized below constitutes
     a condition precedent for the implementation of the transaction pursuant
     hereto:

     3.1  The receipt of the Director of Restrictive Trade Practices' consent to
          the transaction.

     3.2  The receipt of a written waiver to the Vendor's satisfaction of
          Cheddar George Inc.'s rights in respect of the sale of the Shares.

     The parties undertake to act in good faith to the best of their ability to
     obtain the approvals and consents as soon as possible, including to sign
     any document that may be reasonably required in respect thereof. If by 10th
     November 1996 (or a later date of which the Vendor shall give written
     notice to the Purchaser - if it gives notice - but by no later than 31st
     December 1996), the approvals and consents as aforesaid have not been
     received, this contract and all the parties' obligations pursuant hereto,
     save for clauses 5.3 and 8 below, shall be null and void.

4.   Implementation of the Transaction

     On the first business day after receiving the approvals and consents
     mentioned in clause 3 above (hereinafter referred to as "the Closing
     Date"), the parties shall act simultaneously as follows:

     4.1  The Purchaser and Ampal shall sign share transfer instruments in
          respect of the Shares.

     4.2  The Purchaser shall pay Ampal the consideration for the Shares
          pursuant to clause 2.2 above.

     4.3  The Vendor shall procure that Ampal shall act as follows:


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          4.3.1 Ampal shall assign to the Purchaser all its rights in respect of
               owners' loans as provided in clauses 2.3.1 and 2.3.2 above; and
               also

          4.3.2 Ampal shall waive its rights vis-a-vis the Company in respect of
               the balance of the owners' loan debt as provided in clause 2.3.3
               above; and

          4.3.3 Ampal shall pay the Purchaser the amount provided in clause
               2.3.4 above against the release of the guarantee and deposit as
               provided in the said clause and the amount provided in clause
               2.3.5 above. The said amount shall be remitted to the Company
               pursuant to clause 4.4 below.

     4.4  The Purchaser shall make available to the Company owners' loans in an
          amount in NIS equal to US$ 1,500,000 together with the sum of NIS
          2,000,000, linked to the Index and bearing interest at 3% per annum,
          and it shall furnish Ampal with a document signed by Bank Hapoalim
          Ltd. confirming the release of the guarantee and deposit as provided
          in clause 2.3.4 above.

5.   The Interim Period

     5.1  The Vendor shall make available to the Company by 13th October 1996
          the sum of NIS 2,000,000 (two million new shekels) as an owners' loan
          linked to the index and bearing interest at 3% per annum. The said
          loan shall be assigned to the Purchaser on the closing date pursuant
          to clause 2.3.2 above.

     5.2  From 13th October 1996, the Purchaser shall be involved in the
          management of the Company and shall act jointly with the Vendor as
          required in order to enable the continued routine management and
          operation of the Company as a going concern.

     5.3  The parties shall use their best endeavours so that Messrs. Yoram
          Ben-Ami and Amram Yaniv shall be appointed members of the Company's
          board of directors as soon as possible after the date of the execution
          hereof. As soon as possible after the closing date, the parties shall
          use their best endeavours to replace the Company's directors who are
          Ampal employees with directors as the Purchaser shall instruct, or -
          if this contract is annulled pursuant to clause 3


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          above - the parties shall use their best endeavours to replace the
          persons appointed pursuant to this clause 5.3 with directors as the
          Purchaser shall instruct.

     5.4  The parties shall use their best endeavours so that the Company's
          signatory authorization during the period up to the closing date shall
          require the joint signatures of one of the directors appointed
          pursuant to clause 5.3 above together with one of the directors who
          are Ampal employees in order to bind the Company.

     5.5  The parties shall use their best endeavours to obtain the approvals
          required of the Company with regard to the actions that shall be
          effected pursuant to clauses 4.3 and 4.4 above by the closing date.

6.   Additional Undertakings

     6.1  The Purchaser hereby warrants that it is purchasing the Shares with
          the Company being "as is" on the closing date without any
          representation or liability by the Vendor and/or Ampal with regard to
          the Company and all matters relating thereto, its value, profitability
          or the value of the Shares, without any representations or
          undertakings relating to the Company and without any indemnity
          undertaking in respect of any non-conformity or difference deriving
          from such matters or other undertaking to the Purchaser in connection
          with the Company.

          Without derogating from the generality of the aforegoing, the
          Purchaser confirms that it is aware of the Company's managing
          director's rights vis-a-vis the Company and the Vendor and it is
          purchasing the Shares subject to the signed contractual obligations
          and it shall be exclusively liable for the full and precise
          performance thereof.

     6.2  The Purchaser hereby warrants that it intends operating the Company as
          a going concern and to act to rehabilitate it. The Purchaser shall use
          the utmost efforts to bring the Company to profitability.

          Without derogating from the generality of the aforegoing, the
          Purchaser undertakes to make available to the Company, in addition to
          the owners' loans pursuant to clause 4.4 above, further injections in
          a further total amount of not less than NIS 5,000,000 (five million
          new


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          shekels) to improve the Company's working capital, either by way of
          owners' loans or in any other manner.

     6.3  It is hereby expressly clarified that the Vendor's undertakings
          pursuant to this contract are to the Purchaser alone and they do not
          grant any right to the Company or to any other person, and the
          Purchaser's undertakings pursuant to this contract are to the Vendor
          alone and they do not grant any right to the Company or to any other
          person.

     6.4  The parties undertake to act in good faith and to the best of their
          ability to obtain all the consents and approvals that shall be
          required in connection with the implementation of this contract,
          including to sign any document that may be reasonably required in
          respect thereof.

     6.5  Ampal shall be entitled, at any time from the closing date and for 18
          months thereafter (hereinafter referred to as "the option period"), to
          give written notice to the Purchaser of its wish to purchase all or
          part of the option Shares from it. If notice as aforesaid is given,
          the Purchaser shall be under a duty to sell all or part of the option
          Shares to Ampal as stated in the notice, with their being fully paid
          up and free of any charge or third party right whatsoever, in
          consideration for payment of the sum of NIS 0.5 in respect of each
          share of NIS 1 n.v. The transfer of the Shares and the payment of the
          consideration as aforesaid shall be effected on the date of giving the
          notice. Ampal shall be entitled to give a number of notices pursuant
          to this clause 6.5 and to exercise the options in instalments.

          "The option Shares" means Shares representing 5.8% of all the
          Company's issued Shares or - in the event that the Purchaser or a
          related party to it purchases Shares of the Company from Cheddar
          George Inc. - Shares representing 8.3% of all the Company's issued
          Shares.

7.   Approval of the Vendor's Board of Directors Committee

     The Vendor's undertakings pursuant to this contract are subject to
     obtaining the approval of the Vendor's board of directors executive
     committee to the execution hereof.


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8.   Confidentiality

     Without derogating from the provisions of the law or the provisions of any
     other contract that shall apply in respect of a duty of confidentiality,
     the parties hereto shall maintain confidentiality, and shall not disclose
     to another during the period in which they are shareholders of the Company
     and thereafter, without the Company's prior written consent, any
     information of a secret nature relating to the Company's business, to
     proprietary information of the Company and suppliers or actual or potential
     customers. These provisions shall not apply in respect of any information
     which the party wishing to disclose it shall be able to prove that the
     information (a) reached its possession without any express or implied duty
     of confidentiality prior to receiving it, (b) came within the public domain
     other than at its fault or responsibility, (c) was received by it from a
     person who was entitled to disclose it, or (d) was under a duty to disclose
     it pursuant to the applicable law.

9.   Sending Notices

     The addresses of the parties hereto are as particularized alongside their
     names in the recitals. Any notice in connection with this contract given by
     one of the parties to the other shall be deemed as having been delivered to
     the addressee on the date on which it reached it or, if sent by registered
     post to the said addresses - at the time it reached its addressee or at the
     end of three business days from the time of dispatch - whichever is the
     earlier.

10.  Waiver

     A delay in exercising the rights of one of the parties in connection with
     this contract or the non-exercise of rights as aforesaid shall not be
     deemed a waiver of such rights. A notice or demand vis-a-vis any party
     shall not constitute a waiver of the rights of such party or a waiver of
     the right of the party delivering the notice or demand to take further
     action without notice or demand. A waiver made by one of the parties in
     respect of a right or remedy in a specific case shall not be deemed a
     waiver of a right or remedy as aforesaid in any other case.


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11.  Inclusive Contract

     This contract expresses and merges all the matters agreed upon between the
     parties as at the date of the execution hereof in respect of the matters
     dealt with herein.

12.  Non-Assignment

     This contract and the parties' rights and obligations pursuant hereto
     cannot be assigned during the Option Period.

     Notwithstanding the aforegoing, if permits are not received from the
     Controller of Foreign Currency and the Bank of Israel as required to
     implement this contract by the date of obtaining the approvals provided in
     clause 3 above, all the Purchaser's rights and obligations pursuant to this
     agreement shall be automatically conferred ipso facto, and without
     requiring any additional document, upon Hadassim Agricultural Development
     Co. Ltd. In such an event, the Purchaser shall be entitled to assign all
     its rights and obligations pursuant to this agreement, subject to the
     Vendor's consent, and the Vendor shall not refuse its consent save on
     reasonable grounds, to another Israeli company connected with Hadassim
     Agricultural Development Co. Ltd., provided that notice thereof is given by
     the Purchaser to the Vendor prior to the closing date and that the assignee
     confirms in writing to the Vendor all its obligations pursuant to this
     agreement and signed every document required by the Vendor in such regard.

                      AS WITNESS THE HANDS OF THE PARTIES:
                      ------------------------------------

/s/Ampal Industries, Inc.                        /s/Agrifarm International Ltd.
--------------------------                      --------------------------------
Ampal Industries, Inc.                           Agrifarm International Ltd.

Hadassim Agricultural Development Co. Ltd. confirms its consent and undertaking
pursuant to the provisions of clause 12 above.

/s/Hadassim Agricultural Development Co. Ltd.
---------------------------------------------
Hadassim Agricultural Development Co. Ltd.


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[TRANSLATED FROM THE HEBREW]

                                                               11th October 1996

Agrifarm International Ltd.
---------------------------

Dear Sirs,

In connection with the share purchase contract executed between us today ("the
contract"), it is expressed that if Bank Hapoalim Ltd. ("the Bank") stipulates
the release of the guarantee and deposit made available by Ampal and Ampal
(Israel) Ltd. as provided in clause 2.3.4 of the contract with the payment of
the interest in respect of the period which the amounts as aforesaid were made
available to the Company by the Bank in respect of the said collateral, Ampal
shall bear the interest as aforesaid in such amount as shall be agreed upon
between it and the Bank, so that the said amount shall be added to the amount
provided in clause 2.3.4 of the contract and shall be remitted to the Company as
a further owners' loan pursuant to clause 4.4 of the contract.

Yours faithfully,

(Signed)

/s/Ampal Industries, Inc.
-------------------------
Ampal Industries, Inc.


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