EXHIBIT 4.15

                            ASSET PURCHASE AGREEMENT

     This ASSET PURCHASE AGREEMENT (the "AGREEMENT") is made and entered into as
of January 19, 2007, by and among G. Willi-Food International, Ltd. ("Willi"), a
corporation incorporated under the laws of the State of Israel, WF Kosher Food
Distributors, Ltd., a Delaware corporation and wholly owned subsidiary of Willi
(the "Buyer"), Laish Israeli Food Products Ltd., a New York corporation (the
"Company"), and Arie Steiner, an individual ("Steiner," and together with the
Company, the "Sellers," and each individually sometimes referred to herein as a
"Seller"). Steiner is the sole shareholder of the Company.

                                    RECITALS

          1.   The Company sells, markets, imports and distributes kosher food
               in the USA (the "BUSINESS").

          2.   Buyer desires to purchase selected assets of the Company, and to
               assume the Assumed Obligations (referred to in Section 1(f)) of
               the Company.

          3.   The Sellers desire to sell such assets and to cause Buyer to
               assume the Assumed Obligations of the Company.

          4.   Sellers conduct the Business from its warehouse and office space
               ("Principal Office") located at 633 Court St., Brooklyn, New York
               11231. 860 Nostrand Associates, LLC ("Nostrand Associates") is
               the owner of the Principal Office.

          5.   Buyer desires to lease the Principal Office from Nostrand
               Associates in accordance with the terms and conditions of a lease
               agreement ("Lease Agreement") to be entered between Buyer and
               Nostrand Associates simultaneous with the Closing of this
               Agreement.

     Certain definitions related to this Agreement are set forth in Section 21.

                                    AGREEMENT


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NOW, THEREFORE, in consideration of the mutual covenants and agreements herein
contained and for other good and valuable consideration, the receipt of which
the parties hereto acknowledge to each other, the parties hereby agree as
follows:

1.   Sale and Purchase of Assets.

     (a)  On the terms and subject to the conditions of this Agreement, at the
          Closing referred to in Section 6, the Sellers shall sell, convey,
          assign, transfer and deliver to Buyer, and Buyer shall purchase,
          acquire and accept delivery of the following assets and properties
          (the "Assets"):

          (i)  The inventory listed on Schedule (1)(a)(i)(A) (the "Merchandise
               Inventory"). The value of the Merchandise Inventory is $2,209,630
               ("Merchandise Inventory Value");

          (ii) Trade accounts receivable listed on Schedule (1)(a)(ii) (the
               "Purchased Trade Receivables"). The value of the Purchased Trade
               Receivables is $1,240,374 ("Purchased Trade Receivables Value");

          (iii) The fixed assets (the "Fixed Assets") of the Sellers all as set
               forth on Schedule (1)(a)(iii);

          (iv) The assignment of Sellers' lease arrangements for two trucks set
               forth on Schedule (1)(a)(iv);

          (v)  The assignment of the Vendor Agreements and understandings with
               suppliers and vendors, whether written or otherwise listed in
               Schedule 1(a)(v);

          (vi) All of Sellers' rights under any products liability insurance
               policy (or similar agreement) under which Sellers are an insured,
               named as an additional insured or is otherwise a beneficiary, and
               all proceeds realized in connection therewith listed in Schedule
               1(a)(vi);

          (vii) All proprietary knowledge, Trade Secrets, Confidential
               Information, computer software and licenses, formulae, designs
               and drawings, quality control data, processes (whether secret or
               not), methods, inventions and other similar know-how or rights
               Used in the conduct of the Sellers' business;


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          (viii) the Sellers' Permits and other authorizations of Governmental
               Authorities (to the extent such Permits and other authorizations
               of Governmental Authorities are transferable) and third parties,
               licenses, telephone numbers for all locations, facsimile numbers,
               website addresses, customer lists, vendor lists, referral lists
               and contracts, advertising materials and data, restrictive
               covenants, choses in action and similar obligations owing to the
               Sellers from its present and former shareholders, officers,
               employees, agents and others, together with all databases,
               operating data and records (including credit records), files,
               papers, records and other data of the Sellers relative to the
               operation of the Sellers' business, i.e., customer records,
               vendor records, etc. The Sellers shall for a period of not less
               than three years make their records for transactions through the
               Closing available to the Buyer on request for review and copying
               (whether for the purpose of facilitating the preparation of
               Securities and Exchange Commission reports for Buyer's affiliates
               or otherwise), and they shall not destroy its respective records
               without first offering to deliver the same to the Buyer;

          (ix) all rights of the Sellers in and to the name Laish Israeli Food
               Products Ltd. and any other name that incorporates the word Laish
               and all variants thereof, and all other trade names, brand names,
               logos, trademarks and slogans Used in its business, all variants
               thereof and all goodwill associated therewith, it being
               understood that Sellers shall have the rights to the corporate
               name of the Company in accordance with Section 5(f);

          (x)  all other purchase orders, customer orders, and other rights
               under contracts in the ordinary course;

          (xi) all rights and all intangible assets, including but not limited
               to (i) goodwill; (ii) customer agreements and contractual rights
               arising out of Company's ordinary course of business and (iii)
               software, information technologies, business forms, business
               files, vendor information and agreements, and other intellectual
               property related to the Company's business;

          (xii) Zanlacol inventory in the amount of $25,000.

     (b)  Notwithstanding the foregoing, the following assets and properties
          ("Excluded Assets") are not included in the Assets:

          (i)  Cash;

          (ii) declined trade receivables listed in Schedule 1(a)(ii) in an
               amount equal to $119,605;

          (iii) Any rights accruing to the Company in connection with a
               litigation pending in the United States District Court for the
               Eastern District of New York, entitled Laish Food Products Ltd. v
               Jaffora-Tabori Ltd (Case No: 02CV1322); and

          (iv) Any other assets not being purchased hereunder, including
               security deposits, if any.


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     (c)  Any cash proceeds (inclusive of checks, money orders and credit card
          transactions) or return of security of the Excluded Assets received by
          the Buyer subsequent to the date of Closing shall be remitted by Buyer
          to the Company (and Company shall receive such remittance on behalf of
          the Sellers) within five (5) days from receipt. Conversely, any cash
          proceeds (inclusive of checks, money orders and credit card
          transactions) of the Assets received by the Sellers subsequent to the
          date of Closing shall be remitted by the Sellers to Buyer within five
          (5) days from receipt.

     (d)  METHOD OF CONVEYANCE. The sale, transfer, conveyance, assignment and
          delivery by the Sellers of the Assets to the Buyer in accordance with
          Section 1(a) hereof shall be effected on the Closing Date by the
          Sellers' execution and delivery to the Buyer of a Bill of Sale with
          respect to the Sellers' transfer the Assets in form and scope
          agreeable between the parties (collectively the "CONVEYANCE
          DOCUMENT"). At the Closing, good, valid and marketable title to all of
          the Assets shall be transferred, conveyed, assigned and delivered by
          the Company to the Buyer pursuant to the Conveyance Document, free and
          clear of any and all Liens, excepting Assumed Obligations referred to
          in Section 1(f), and except for the lien by HSBC Bank for aggregate
          obligations of $427,402.37 included in the Assumed Trade Payables
          (defined below) which shall be satisfied at Closing as evidenced by a
          payoff letter in Schedule 1(d), and for which Sellers' shall instruct
          HSBC Bank, in the form of the instruction letter set forth in Schedule
          1(d), to release the obligations by way of a UCC-3 termination
          statement.

     (e)  REAL ESTATE LEASE. It is specifically understood and agreed by the
          parties hereto that concurrent with the signing of this Agreement,
          Nostrand Associates and Buyer shall enter into a real estate lease
          ("Lease") pursuant to which Nostrand Associates shall lease to Buyer,
          and Buyer shall lease from Nostrand Associates, the Principal Office
          simultaneously with the Closing of this Agreement.

     (f)  ASSUMED OBLIGATIONS. At the Closing, the Buyer shall assume, and agree
          to satisfy and discharge as the same shall become due (the "Assumed
          Obligations"):

          (i)  all trade accounts payable and accrued expenses that have been
               incurred in the ordinary course of the Company's business in
               connection with sales of Merchandise Inventory ("Assumed Trade
               Payables"); and

          (ii) the Sellers' liabilities and other obligations arising subsequent
               to the Closing under the truck leases listed on Schedule
               1(a)(iv).


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     (g)  EXCLUDED LIABILITIES. Except for liabilities resulting from Buyer's
          breach of representations and warranties set forth in Section 9, and
          except as expressly set forth in Section 1(f), the Buyer shall not
          assume or be responsible at any time for any liability, obligation,
          debt or commitment of the Sellers, whether absolute or contingent,
          accrued or unaccrued, asserted or unasserted, or otherwise (the
          "Excluded Liabilities"). Without limiting the generality of the
          foregoing, Sellers expressly acknowledge and agree that the Sellers
          shall retain, and that Buyer shall not assume or otherwise be
          obligated to pay, perform, defend or discharge, any liability or
          obligation

          (i)  incident to, arising out of or incurred with respect to, this
               Agreement and the transactions contemplated hereby (including any
               legal or other fees and expenses, all sales, income or other
               taxes arising out of the transactions contemplated hereby),
               except as otherwise expressly provided for in this Agreement;

          (ii) for taxes whether measured by income or otherwise incurred prior
               to the Closing Date;

          (iii) Any obligations incident to, arising out of or incurred with in
               connection with a litigation pending in the United States
               District Court for the Eastern District of New York, entitled
               Laish Food Products Ltd. v Jaffora- Tabori Ltd (Case No:
               02CV1322);

          (iv) under any foreign, federal, state or local law, rule, regulation,
               ordinance, program, Permit, or other Legal Requirement relating
               to health, safety, Hazardous Materials and environmental matters
               applicable to the Sellers' business and/or the facilities Used by
               the Sellers (whether or not owned by the Sellers) incurred prior
               to the Closing Date;

          (v)  pertaining to products sold or manufactured or services performed
               or other actions taken or omitted by the Sellers prior to the
               Closing Date; or

          (vi) relating to any default by Sellers taking place before the
               Closing Date under any of the Assumed Obligations to the extent
               such default created or increased the liability or obligation.

          (vii) Sellers shall jointly and severally agree to satisfy and
               discharge the Excluded Liabilities as the same shall become due.

2.   Payment for Assets

     (a)  As payment in full for the Assets being acquired by the Buyer
          hereunder and the non-compete agreements referred to in Section 7(c)
          hereof, Buyer shall pay to the Company (and Company shall receive such
          payment on behalf of the Sellers) (the "Purchase Price") in the manner
          set forth in this Section 2

          (i)  the Purchased Trade Receivables Value equal to $1,240,374,
               reduced by Assumed Trade Payables equal to $853,094, for a net
               Purchased Trade Receivables Value equal to $387,280; plus


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          (ii) the Merchandise Inventory Value equal to $2,209,630 reduced by
               Assumed Trade Payables equal to $0, for a net Merchandise
               Inventory Value equal to $2,209,630, and further reduced by
               $275,000 {{discount}} for a total Net Merchandise Inventory Value
               equal to $1,934,630 ("Total Net Merchandise Inventory Value");
               plus

          (iii) US$10,000 in respect of the non-compete agreements, plus

          (iv) US$990,000 in respect of all other Assets, including goodwill,
               plus

          (v)  US$25,000 in respect of the Zanlacol inventory.

          (vi) Notwithstanding any other provision in this Agreement, in the
               event Steiner is terminated for Cause (as defined in his
               employment agreement referred to in Section 7(c)(ii)) or Steiner
               terminates his employment with Buyer for any reason or for no
               reason (other than for disability and/or death), such termination
               shall be considered a fundamental breach of this Agreement by
               Sellers and Sellers shall have forfeited their rights to any
               portion of the Purchase Price not theretofore due and paid by
               Buyer to Sellers and Buyer shall have no obligation to make any
               then remaining outstanding Purchase Price payments to Sellers.
               Steiner may dispute his termination for Cause. In the event
               Steiner prevails on the issue of Cause, then Buyer shall
               forthwith remit to the Company the portion of the Purchase Price
               then due, if any, together with interest accrued thereon at the
               JPMorganChase prime rate to the extent any such payments were
               withheld from the Company during the period of time of such
               dispute.

3.   The Buyer shall make payment towards the Purchase Price as follows:

     (a)  Buyer is hereby entitled to a US$50,000 credit against the Purchase
          Price in consideration for US$50,000 received by Sellers on December
          20, 2006 by way of release of US$50,000 of escrow funds ("US$50,000
          Deposit") deposited by Buyer on December 17, 2006 to the Law Offices
          of Sheldon Eisenberger ("Eisenberger") as escrow agent for the Buyer
          and Sellers; plus

     (b)  On the Closing Date, Buyer shall pay to the Company (and Company shall
          receive on behalf of the Sellers) by wire transfer to a single account
          of the Company (Account Number: 660714345; ABA Number: 021001088;
          HSBC, 200 Montague Street, Brooklyn, New York 11201); plus

               (1)  US$550,000;

               (2)  $1,934,630 {{Total Net Merchandise Inventory Value}}; and

               (3)  $77,187 {{75% of the $1,240,374 Trade Receivable Value
                    reduced by Assumed Trade Payables equal to $853,094}};


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               (4)  $25,000 {{ Zanlacol inventory}}; plus

     (c)  Escrow Payments.

          (i)  On the Closing Date, Buyer shall deliver to Klein & Hill and
               Eisenberger, as escrow agents (the "ESCROW AGENTS") $310,094
               {{$25% of the Trade Receivable Value}} (the "Escrow Amount") by
               wire transfer to be held in the account of the Escrow Agents
               ("Escrow Account").

          (ii) The Escrow Agents shall distribute the Escrow Amount in
               accordance with the following:

               (1)  No distributions shall be made to the Sellers during the
                    period of time for which the outstanding Trade Receivables
                    Value of the Purchased Trade Receivables equals or exceeds
                    the sum of the Escrow Amount and US$400,000.

               (2)  For each dollar of collected Purchased Trade Receivables
                    collected by Buyer within one year from the date of invoice
                    of such Purchased Trade Receivables, the Escrow Agents
                    shall, in accordance with the terms of the Escrow Agreement,
                    release from the Escrow Account to the Company (and the
                    Company shall receive on behalf of the Sellers), dollar for
                    dollar collected against those Purchased Trade Receivables,
                    provided that the total outstanding Trade Receivables Value
                    of the Purchased Trade Receivables on such date is below the
                    sum of the Escrow Amount and US$400,000.

               (3)  The Escrow Agents shall in accordance with the terms of the
                    Escrow Agreement release to the Buyer (the "Escrow
                    Indemnity") an amount equal to the value of such Delinquent
                    Purchased Trade Receivable ("Delinquent Purchased Trade
                    Receivable Value"). A "Delinquent Purchased Trade
                    Receivable" means a Purchased Trade Receivable that remains
                    uncollected within one year from the date of invoice of such
                    Purchased Trade Receivable.

               (4)  The Escrow Amount shall be held and released by the Escrow
                    Agents pursuant to the terms and conditions of the Escrow
                    Agreement to be entered into by and among the Buyer, Sellers
                    and Escrow Agents on the Closing Date (the "ESCROW
                    AGREEMENT"). The Escrow Agents shall place the Escrow Amount
                    into an interest bearing account. A party entitled to the
                    Escrow Amount shall be entitled to receive the accrued
                    interest thereon; plus

     (d)  Subject to Section (3)(d) or as otherwise expressly provided for in
          this Agreement, the Buyer shall make the following three payments
          totaling US$400,000 ("$400,000 Payment") by wire transfer, to a single
          account of the Company (and the Company shall receive on behalf of the
          Sellers), as set forth herein:

          (i)  US$200,000 ("First Payment") no later than June 30, 2007 ("First
               Payment Date");


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          (ii) US$100,000 ("Second Payment") no later than December 31, 2007
               ("Second Payment Date"); and

          (iii) US$100,000 ("Third Payment," and together with the First Payment
               and the Second Payment, the "Payments" and individually, a
               "Payment") no later than June 30, 2008 ("Third Payment Date," and
               together with the First Payment Date, Second Payment Date and
               Third Payment Date the "Payment Dates" and individually, a
               "Payment Date").

     (e)  Payments shall be subject to the following:

          (i)  Sellers forfeit their rights to Payments to the extent not
               theretofore paid, and Buyer shall have no obligation to make any
               Payments to Sellers, if any representation and warranty in
               Section 8 is false or misleading.

          (ii) Sellers forfeit their rights to Payments in accordance with
               Section 2(a)(v).

          (iii) No Payments shall be made until the Escrow Agents shall have
               distributed all amounts from the Escrow Account in accordance
               with Section (3)(c)(ii).

          (iv) On the date a Purchased Trade Receivable becomes a Delinquent
               Purchased Trade Receivable, Buyer may offset Payments by the
               Delinquent Purchased Trade Receivable Value for any such
               Delinquent Purchased Trade Receivable, subject to Section
               (5)(a)(ii)(3). In the event Buyer offsets Payments in accordance
               with this Section, Buyer shall provide Sellers with a notice of
               such offset and a copy of the Delinquent Purchased Trade
               Receivable.

          (v)  Payments shall be made subject to Section 5(a)(ii)(3) and
               payments shall only be due and payable to the extent the value of
               the cumulative Payments outstanding as of any Payment Date exceed
               the then outstanding uncollected Trade Receivables Value
               ("Payment Excess"). No Payments shall be due and payable on any
               Payment Date to the extent the outstanding uncollected Trade
               Receivables Value equals or exceeds the cumulative Payments
               outstanding on a Payment Date ("Payment Shortfall"). To the
               extent payments are not made on a Payment Date due to a Payment
               Shortfall, Buyer and Seller shall on a monthly basis jointly
               determine whether a Payment Shortfall or Payment Excess exists.
               If Buyer and Sellers jointly determine that there is a Payment
               Excess on such determination date, then Buyer shall promptly make
               payments to the Company in the amount equal to such Payment
               Excess.

     (f)  The Purchase Price shall be allocated, apportioned and adjusted in the
          manner specified in IRS Form 8594 attached as Schedule 3(e) and the
          parties agree to abide by such allocations for all tax reporting
          purposes.


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4.   Bank Guaranty. The $400,000 Payment will be guaranteed by a bank guaranty
     ("Bank Guaranty"). Payments under the Bank Guaranty shall be subject to
     Section (3)(d) or as otherwise expressly provided for in this Agreement. No
     Payments shall be made under the Bank Guaranty in the event Steiner is
     terminated for Cause (as defined in his Employment Agreement referred to in
     Section 7(c)(ii)). The terms and conditions of the Bank Guaranty shall be
     governed by the Bank Guaranty dated the date hereof and attached as Exhibit
     (4) to this Agreement.

5.   Certain Other Agreements:

     (a)  Purchased Trade Receivables.

          (i)  Buyer's Agreements:

               (1)  Until the full collection of the Purchased Trade
                    Receivables, Buyer shall provide the Company on the 15th and
                    30th of each month from the date of the Closing a list of
                    all Purchased Trade Receivable collections and will provide
                    the Company on the 30th of each month an aged accounts
                    receivable.

               (2)  Buyer may issue credits or discounts to any customer,
                    provided, however, that any credit or discount applied to a
                    Purchased Trade Receivable of a customer (or any outstanding
                    portion thereof) will be deemed to be a payment (or partial
                    payment, as applicable) of such Purchased Trade Receivable.

               (3)  Buyer may sell cash on delivery ("COD") to any customer that
                    has an outstanding trade balance due to Buyer under a
                    Purchased Trade Receivable without Buyer being required to
                    apply such COD payment towards any outstanding Purchased
                    Trade Receivable held by the Buyer as against such customer,
                    but only so long as the balance of any such Purchased Trade
                    Receivable is not outstanding more than 90 days from the
                    Closing Date.

               (4)  Buyer may sell COD to any customer that has an outstanding
                    trade balance due to Buyer under a Purchased Trade
                    Receivable but Buyer shall apply such COD payment towards
                    the payment of the balance of any outstanding Purchased
                    Trade Receivable that is outstanding more than 90 days from
                    the Closing Date.

               (5)  Buyer shall not sell on credit to any customer who has an
                    outstanding Purchased Trade Receivable that is outstanding
                    more than 90 days from the Closing Date until the Purchased
                    Trade Receivables held by the Buyer as against such customer
                    shall not be outstanding more than 90 days from the Closing
                    Date.

               (6)  Buyer may sell on credit to any customer who has an
                    outstanding Purchased Trade Receivable that is not
                    outstanding more than 90 days from the Closing Date,
                    provided that any credit payments made by such customer
                    shall first be applied to the payment of any outstanding
                    Purchased Trade Receivable.

               (7)  Buyer shall use its best efforts to collect the Purchased
                    Trade Receivables.


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          (ii) Sellers' Agreements.

               (1)  Sellers shall assist and use its best efforts to collect the
                    Purchased Trade Receivables

               (2)  Sellers guaranty the full payment of the Purchased Trade
                    Receivables to Buyer provided that Buyer shall have complied
                    with its obligations set forth in Sections 5(a)(i)(2)-(7).

               (3)  Buyer shall have the right to recover the value of any
                    Delinquent Purchased Trade Receivable in accordance with the
                    following:

                    (a)  First, Buyer shall be entitled to the Escrow Indemnity
                         in accordance with Section 3(b)(ii);

                    (b)  Second, after the time when all Escrow Amounts shall
                         have been distributed in accordance with Section
                         (3)(b)(ii), Payments shall forthwith be offset by the
                         Delinquent Purchased Trade Receivable Value for any
                         Delinquent Purchased Trade Receivable ("Payment
                         Indemnity") in accordance with Section (3)(d);

                    (c)  Third, after the time when all Payments shall have been
                         distributed and offset, or both, in accordance with
                         Section 3, Sellers shall, upon the submission by Buyer
                         to either Seller of a Delinquent Purchased Trade
                         Receivable, forthwith jointly and severally fully
                         indemnify and reimburse Buyer ("Sellers' Delinquent
                         Purchased Trade Receivable Indemnity") for the
                         Delinquent Purchased Trade Receivable Value for such
                         Delinquent Purchased Trade Receivable. Sellers'
                         indemnity obligation under this subsection is
                         conditional on Buyer's fulfillment of its obligations
                         under Sections 5(a)(i)(2)-(7).

     (b)  Assumed Obligations

          (i)  Buyer's Agreements. Buyer shall promptly pay the Assumed
               Obligations as they become due and payable and shall indemnify
               Sellers in the event such Assumed Obligations are not made timely
               and Sellers suffer direct damages, including reasonable court
               expenses and legal fees, as a result of such untimely payments.
               Willi guaranties the payment of the Assumed Trade Payables.

          (ii) Sellers' Agreements. In the event of the assertion or
               commencement by any person of any demand, claim or legal
               proceeding against Sellers with respect to an Assumed Trade
               Payable Sellers shall immediately notify Willi and Buyer of such
               assertion or commencement of any demand, claim or legal
               proceeding, and Willi and Buyer shall have the right, at their
               election, to proceed on behalf of Sellers with the defense of
               such demand, claim or legal proceeding on their own.


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     (c)  Delinquent Purchased Trade Receivable. Any Delinquent Purchased Trade
          Receivable for which Buyer received a set-off in accordance with
          Sections 3(b)(3), 3(d) and 5(a)(ii)(3) shall revert back to the
          Sellers and the Sellers may at its discretion pursue the collection of
          such reverted Delinquent Purchased Trade Receivable for its own
          benefit.

     (d)  Suppliers. Sellers agree to introduce the Company's suppliers to the
          Buyer. Steiner shall accompany Buyer's representatives in face-to-face
          meetings with the Company's suppliers, including but not limited to,
          face-to-face meetings with the Company's suppliers located in Israel.
          Expenses incurred by Sellers in furtherance of compliance with this
          Section shall be borne solely by Buyer.

     (e)  Employees.

          (i)  Willi or the Buyer shall have, at its sole discretion, the right
               to employ the Company's employees.

          (ii) For the avoidance of doubt, the Sellers shall jointly and
               severally bear all costs and expenses (including, but not limited
               to, inter alia, salary, social and pension rights and
               compensation, retirement compensation plans), regarding the
               employment (and the termination thereof), of such employees
               during the period prior to the employment of such employees by
               the Willi or the Buyer, and neither Willi nor the Buyer
               undertakes to repay or reimburse the Sellers or any such employee
               for such costs and expenses.

     (f)  Corporate Name.

          (i)  Each Seller hereby represents, warrants and covenants to the
               Buyer that the corporate name of the Company is as set forth on
               the signature page hereof and further agrees and acknowledges
               that such name is included with the Assets and that the exclusive
               right to use such name will be transferred to the Buyer on the
               Closing Date.

          (ii) Buyer hereby agrees to allow Sellers to use the corporate name of
               the Company solely for the purposes of winding down the business
               of the Company and for allowing Sellers to cash checks made out
               to the order of Laish Israeli Food Products Ltd. for products
               sold by Sellers prior to the Closing Date hereof. Sellers shall,
               at the later of such time as Buyer and Sellers shall jointly
               conclude that corporate name of the Company is no longer needed
               and the third anniversary of the Closing Date hereof, cause the
               filing of an appropriate amendment to the Company's Certificate
               of Incorporation changing its name to a name which is in no way
               similar to the corporate name set forth on the signature page
               hereof and shall furnish such written consents and assignments as
               the Buyer shall hereafter reasonably request in connection with
               such name change.

          (iii) Buyer agrees not to use the corporate name "Laish Israeli Food
               Products Ltd." during the period of time that the Bank Guaranty
               referred to in Section 4 shall remain in effect.


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          (iv) For purposes of clarification, Buyer agrees that, notwithstanding
               anything to the contrary in Section 1(ix) and Section 5(f), David
               Steiner owns, and shall continue to own after the Closing Date,
               the right to the name "Laish Dairy Ltd." and may continue to use
               such name after the Closing Date.

     (g)  Pro-Rating. The parties agree to make an adjustment after the Closing
          to account for such events as expenses a party may pay on account of
          the other party for bills that crossed their respective periods of
          operation (e.g., telephone and other utility bills). The parties shall
          pay their allocable portion within 5 days of receipt of amounts due.

     (h)  Sellers agree to produce and deliver to Buyer all invoices relating to
          the Assumed Trade Payables and Merchandise Inventory upon request by
          Buyer.

     (i)  Sellers agree that the amount set forth on any invoice in connection
          with the Assumed Trade Payables or otherwise owing by Sellers reflects
          the complete and accurate record paid by Sellers in connection with
          such invoice.

6.   Closing.

     (a)  The Closing of this transaction will take place at the office of Klein
          & Hill, 521 Fifth Avenue, 24th Floor, New York, N.Y. 10175, at 10:00
          a.m., or at such other place and time mutually agreed upon among the
          parties, on or before January 31, 2007, but if there is a force
          majeure impediment to closing on that day, the term means the first
          business day thereafter on which there is no such impediment to
          Closing, at which time the Buyer will pay the Purchase Price to the
          Company.

     (b)  The day on which the Closing actually takes place is herein sometimes
          referred to as the Closing Date.

7.   OTHER TRANSACTIONS AT CLOSING; FURTHER ASSURANCES.

     (a)  At the Closing, the Sellers will deliver to Buyer:

          (i)  the Conveyance Document;

          (ii) Releases of all Liens on any of the Assets other than for Liens
               relating to each of the truck leases assumed by Buyer, each as
               set forth on Schedule 1(f)(ii), except for the lien by HSBC Bank
               for aggregate obligations of $427,402.37 included in the Assumed
               Trade Payables (defined below) which shall be satisfied at
               Closing as evidenced by a payoff letter in Schedule 1(d), and for
               which Sellers' shall instruct HSBC Bank, in the form of the
               instruction letter set forth in Schedule 1(d), to release the
               obligations by way of a UCC-3 termination statement;

          (iii) copies of the certificate of incorporation of each of the
               Company;


                                     - 12 -
<PAGE>


          (iv) a certificate from the Secretary of State of the State of New
               York as to the good standing of the Company as of a recent date;

          (v)  copies of the bylaws of the Company;

          (vi) all consents from shareholders, lenders and other third parties
               as are required to consummate the sale of the Assets as set forth
               in Schedule 7(vi);

          (vii) all consents from shareholders, lenders and other third parties
               as are required to consummate the assignment of all contracts;

          (viii) a copy of the resolutions of the Board of Directors of the
               Company, together with any and all required resolutions or
               consents of the shareholders thereof, approving the execution and
               delivery of this Agreement and the consummation of all of the
               transactions contemplated hereby; and

          (ix) all documents required to be delivered to Buyer under the
               provisions of this Agreement or as may reasonably by requested by
               Buyer and its counsel.

     (b)  On the Closing Date, Buyer shall deliver or cause to be delivered to
          the Company, and the Company shall receive on behalf of the Sellers,
          the following:

          (i)  payment of the Purchase Price in accordance with terms and
               conditions of this Agreement;

          (ii) a copy of the resolutions of the Board of Directors of Buyer,
               together with any and all required resolutions or consents of
               each of the shareholders thereof, approving the execution and
               delivery of this Agreement and the consummation of all of the
               transactions contemplated hereby;

          (iii) such other documents as may be required pursuant to this
               Agreement or as may reasonably be requested by the Company and
               their counsel.

     (c)  At the Closing:

          (i)  Buyer and Nostrand Associates shall execute and deliver the Lease
               Agreement.

          (ii) Buyer and Steiner shall execute and deliver an employment
               agreement ("Employment Agreement");

          (iii) The non-competition agreement signed by Sellers on December 22,
               2006 is incorporated herein and shall be effective as of the
               Closing Date;

          (iv) The non-competition agreement signed by David Steiner on December
               22, 2006 is incorporated herein and shall be effective as of the
               Closing Date.


                                     - 13 -
<PAGE>


8.   The Sellers hereby jointly and severally represent and warrant to Buyer
     that:

     (a)  Corporate Existence, etc. The Company is a corporation duly organized,
          validly existing and in good standing under the laws of New York; it
          has all requisite corporate power and authority and is entitled to
          carry on its business as now being conducted and to own, lease or
          operate its properties as and in the places where such business is now
          conducted and such properties are now owned, leased or operated.

     (b)  Authority, Approval and Enforceability. This Agreement has been duly
          executed and delivered by each Seller, and the Sellers have all
          requisite power and legal capacity to execute and deliver this
          Agreement and all Collateral Agreements executed and delivered or to
          be executed and delivered in connection with the transactions provided
          for hereby, to consummate the transactions contemplated hereby and by
          the Collateral Agreements, and to perform its obligations hereunder
          and under the Collateral Agreements. This Agreement and each
          Collateral Agreement to which each Seller is a party constitutes, or
          upon execution and delivery will constitute, the legal, valid and
          binding obligation of such party, enforceable in accordance with its
          terms, except as such enforcement may be limited by general equitable
          principles or by applicable bankruptcy, insolvency, moratorium, or
          similar laws and judicial decisions from time to time in effect which
          affect creditors' rights generally.

     (c)  Capitalization and Corporate Records.

          (i)  All issued and outstanding shares of the Company capital stock
               are owned beneficially and of record by Steiner.

          (ii) The copies of the Certificate of Incorporation and Bylaws of the
               Company provided to Buyer are true, accurate, and complete and
               reflect all amendments made through the date of this Agreement.

     (d)  Taxes. All taxes, including, without limitation, income, property,
          sales, use, franchise, added value, employees' income withholding and
          social security taxes, imposed by the United States or by any foreign
          country or by any state, municipality, subdivision or instrumentality
          of the United States or of any foreign country, or by any other taxing
          authority, which are due or payable by the Company, and all interest
          and penalties thereon, whether disputed or not, have either been paid
          in full or are not due or payable on the Closing Date, all tax returns
          required to be filed in connection therewith have been accurately
          prepared and duly and timely filed and all deposits required by law to
          be made by the Company with respect to employees' withholding have
          been duly made. The Company has not been delinquent in the payment of
          any foreign or domestic tax, assessment or governmental charge or
          deposit and have no tax deficiency or claim outstanding, proposed or
          assessed against it, and there is no basis for any such deficiency or
          claim. The Company's federal income tax returns have never been
          audited by the Internal Revenue Service for all of its fiscal years
          through the year ended 2006, there is not now in force any extension
          of time with respect to the date on which any tax return was or is due
          to be filed by or with respect to the Company, or any waiver or
          agreement by it for the extension of time for the assessment of any
          tax.


                                     - 14 -
<PAGE>


     (e)  The Company's capital stock issued and outstanding as of the date
          hereof shall constitute all of the outstanding shares of capital stock
          of Sellers as of the Closing Date. Steiner is the sole shareholder of
          the Company as of the date hereof. Other than the Company's capital
          stock owned by Steiner, the Company has not issued any other capital
          stock or other security instruments and are not committed or obligated
          to do so in the future. There are no outstanding subscriptions,
          options, warrants, calls, contracts, demands, commitments, convertible
          securities or other agreements or arrangements of any character or
          nature whatever under which the Sellers, are or may become obligated
          to issue, assign or transfer, and there are no rights of first
          refusal, preemptive rights or similar rights with respect to any such
          shares.

     (f)  No Defaults or Consents. The execution and delivery of this Agreement
          and the Collateral Agreements by Steiner and the performance by
          Steiner of his respective obligations hereunder and thereunder will
          not violate or conflict with any provision of law or any judgment,
          award or decree or any indenture, agreement or other instrument to
          which Steiner is a party, or by which the properties or assets of
          Steiner or his Affiliates are bound or affected, or conflict with,
          result in a breach of or constitute (with due notice or lapse of time
          or both) a default under, any such indenture, agreement or other
          instrument, in each case except to the extent that such violation,
          default or breach could not reasonably be expected to delay or
          otherwise significantly impair the ability of the parties to
          consummate the transactions contemplated hereby.

     (g)  No Company Defaults or Consents

          (i)  Neither the execution and delivery of this Agreement nor the
               carrying out of any of the transactions contemplated hereby will:

               (1)  violate or conflict with any of the terms, conditions or
                    provisions of the Company's Certificate of Incorporation or
                    bylaws ;

               (2)  violate any Legal Requirements applicable to the Company or
                    its Affiliates;

               (3)  violate, conflict with, result in a breach of, constitute a
                    default under (whether with or without notice or the lapse
                    of time or both), or accelerate or permit the acceleration
                    of the performance required by, or give any other party the
                    right to terminate, any Contract or Permit binding upon or
                    applicable to the Company or its Affiliates;

               (4)  result in the creation of any lien, charge or other
                    encumbrance on any properties of the Company or its
                    Affiliates; or

               (5)  require the Sellers or its Affiliates to obtain or make any
                    waiver, consent, action, approval or authorization of, or
                    registration, declaration, notice or filing with, any
                    private non-governmental third party or any Governmental
                    Authority.


                                     - 15 -
<PAGE>


     (h)  No Proceedings. No suit, action or other proceeding is pending or, to
          the Knowledge (as defined below) of the Sellers, threatened before any
          Governmental Authority seeking to restrain the Sellers or prohibit
          their entry into this Agreement or prohibit the Closing, or seeking
          damages against the Sellers or the properties as a result of the
          consummation of this Agreement or any Collateral Agreement. The term
          "Knowledge" shall mean the actual knowledge of Sellers, or any of the
          other directors, officers or managerial personnel of the Sellers with
          respect to the matter in question, and such knowledge as Sellers or
          any of the other directors, officers or managerial personnel of the
          Sellers reasonably should have obtained (i) in the performance of
          their duties to the Sellers and/or (ii) upon diligent investigation
          and inquiry into the matter in question.

     (i)  Liabilities; Accounts Receivable; Inventories

          (i)  Except for trade payables and accrued expenses incurred since
               January 1, 2007 in the ordinary course of business, none of which
               are material, and except for the liabilities set forth in
               Schedule 8(i)(i) attached hereto, the Sellers have no material
               liabilities or obligations (whether accrued, absolute,
               contingent, known, unknown or otherwise).

          (ii) Schedule 8(i)(ii) lists all trade accounts payable and accrued
               expenses.

          (iii) Schedule 1(a)(iii) lists all trade accounts receivables.

          (iv) The Purchased Trade Receivables arose from bona fide transactions
               in the ordinary course of business, and the goods and services
               involved have been sold, delivered and performed to the account
               obligors, and no further filings (with Governmental Authorities,
               insurers or others) are required to be made, no further goods are
               required to be provided and no further services are required to
               be rendered in order to complete the sales and fully render the
               services and to entitle the Company to collect the Purchased
               Trade Receivables in full. No such Purchased Trade Receivable has
               been assigned or pledged to any other person, firm or
               corporation, and no defense or set-off to any such account has
               been asserted by the account obligor or exists..

          (v)  Schedule (1)(a)(i)(A) sets forth the Merchandise Inventory
               purchased by Buyer.

     (j)  The Company's sales turnover for fiscal year ended 2006 shall not have
          been less than US$7,200,000.

     (k)  Nostrand Associates has legal and beneficial ownership of the
          Principal Office, and has all requisite power and legal capacity to
          execute and deliver the Lease Agreement and to perform its obligations
          under such Lease Agreement. The Lease Agreement upon execution and
          delivery will constitute, the legal, valid and binding obligation of
          Nostrand Associates, enforceable in accordance with its terms, except
          as such enforcement may be limited by general equitable principles or
          by applicable bankruptcy, insolvency, moratorium, or similar laws and
          judicial decisions from time to time in effect which affect creditors'
          rights generally.


                                     - 16 -
<PAGE>


     (l)  Steiner is the sole managing member of Nostrand Associates and has the
          sole power to cause Nostrand Associates to enter in the Lease
          Agreement and does not require the consent, approval, or act of, or
          the making of any filings with, any Person.

     (m)  Absence of Certain Changes

          (i)  Since December 14, 2006, there has not been:

               (1)  any event, circumstance or change that had or might have a
                    material adverse effect on the Business, Assets, operations,
                    prospects, properties, financial condition or working
                    capital of the Sellers;

               (2)  any damage, destruction or loss (whether or not covered by
                    insurance) that had or might have a material adverse effect
                    on the Business, Assets, operations, prospects, Properties
                    or financial condition of the Sellers; or

               (3)  any material adverse change in the Sellers' vendor or
                    supplier relations or in Sellers' sales patterns, pricing
                    policies, accounts receivable or accounts payable.

               (4)  any material adverse change in the Sellers' customer
                    relations or in Sellers' customer sales patterns, pricing
                    policies, accounts receivable or accounts payable.

          (ii) Since December 14, 2006, each Seller has not done any of the
               following:

               (1)  created, incurred, assumed, guaranteed or otherwise become
                    liable or obligated with respect to any indebtedness, or
                    made any loan or advance to, or any investment in, any
                    person, except in each case in the ordinary course of
                    business and as set forth on Schedule 8(m)(ii), except that
                    Sellers personally guaranteed payables to L&S, in writing,
                    and other vendors orally;

               (2)  made any payment to any Affiliate or forgiven any
                    indebtedness due or owing from any Affiliate to the Company;

               (3)  (A) liquidated inventory or accepted product returns other
                    than in the ordinary course, (B) accelerated receivables,
                    (C) delayed payables, or (D) changed in any material respect
                    the Company's practices in connection with the payment of
                    payables or the collection of receivables;

               (4)  engaged in any one or more activities or transactions with
                    an Affiliate or outside the ordinary course of business; or

               (5)  committed to do any of the foregoing.


                                     - 17 -
<PAGE>


     (n)  Compliance with Laws. Sellers are and have been in compliance in all
          respects with any and all Legal Requirements applicable to Sellers,
          other than failures to so comply that would not have an adverse effect
          on the business, operations, prospects, properties or financial
          condition of Sellers. Sellers (i) have not received or entered into
          any citations, complaints, consent orders, compliance schedules, or
          other similar enforcement orders or received any written notice from
          any Governmental Authority or any other written notice that would
          indicate that there is not currently compliance with all such Legal
          Requirements, except for failures to so comply that would not have an
          adverse effect on the business, operations, prospects, properties or
          financial condition of Sellers, and (ii) are not in default under, and
          no condition exists (whether covered by insurance or not) that with or
          without notice or lapse of time or both would constitute a default
          under, or breach or violation of, any Legal Requirement or Permit
          applicable to Sellers.

     (o)  Litigation. Except as otherwise set forth in Schedule 8(o), there are
          no claims, actions, suits, investigations or proceedings against each
          Seller pending or, to the Knowledge of such Seller, threatened in any
          court or before or by any Governmental Authority, or before any
          arbitrator, that might have an adverse effect (whether covered by
          insurance or not) on the business, operations, prospects, Properties
          or financial condition of such Seller or on their ability to
          consummate the transactions contemplated hereby, and there is no basis
          for any such claim, action, suit, investigation or proceeding.
          Schedule 8(o) also includes a true and correct listing of all material
          actions, suits, investigations, claims or proceedings that were
          pending, settled or adjudicated since January 1, 2005.

     (p)  Insurance. Schedule 1(a)(vi) hereto is a complete and correct list of
          all product liability insurance policies presently in effect that
          relate to the Company, including the amounts of such insurance and
          annual premiums with respect thereto, all of which have been in full
          force and effect from and after the date(s) set forth on Schedule
          1(a)(vi).

     (q)  Permits; Environmental Matters. Schedule 8(r) contains a true and
          complete list of all Permits Used by each Seller in the conduct of the
          Business, setting forth the grantor, grantee, the function and the
          expiration and renewal date of each. Prior to the execution of this
          Agreement, each Seller has delivered to the Buyer true and complete
          copies of all such Permits. Except as otherwise set forth in Schedule
          8(r), each Seller has all Permits necessary for such Seller to own,
          operate, use and maintain its properties and to conduct its business
          and operations as presently conducted and as expected to be conducted
          in the future.

     (r)  Suppliers and Customers

          (i)  The Company has been granted rights for marketing, distributing
               and selling products that the Company purchased from the
               Company's vendors. Schedule 8(r) sets forth (i) the suppliers and
               vendors of the Sellers collectively during each of the year ended
               December 31, 2006, and a specification with regard to exclusivity
               or non exclusive rights granted by Sellers by such suppliers and
               vendors, together with a list of the products purchased,
               including purchase prices and quantities purchased from the
               suppliers and vendors, and a copy of all of the Sellers
               agreements with any suppliers and vendors ("Vendor Agreements");
               (ii) the customers of the Company during each of the fiscal year
               ended December 31, 2006, together with the dollar amount of goods
               and/or services sold by the Company to each such customer during
               each such period as well as a specification as to the due date of
               each of the accounts receivable from such customer; and (iii) a
               list of the Company's agents. Each Seller maintains good
               relations with all suppliers and customers listed or required to
               be listed in Schedule 8(r) as well as with governments, partners,
               financing sources and other parties with whom such Seller has
               significant relations, and no such party has canceled, terminated
               or made any threat to the such Seller to cancel or otherwise
               terminate its relationship with the such Seller or to materially
               decrease its services or supplies to such Seller or its direct or
               indirect purchase or usage of the products of such Seller.


                                     - 18 -
<PAGE>


          (ii) All Vendor Agreements shall be assignable to Buyer and shall be
               assigned by Sellers to Buyer at the Closing.

          (iii) Sellers shall introduce the Company's suppliers and vendors to
               the Buyer and shall use their best efforts to assure that the
               suppliers and vendors continue the business relationship it had
               with the Company prior to the Closing with the Buyer.

     (s)  Employees. To the Company's best knowledge, except for persons listed
          on Schedule 8(t), no Company employee is obligated under any contract
          or agreement, or subject to any judgment, decree or order of any court
          or other Governmental authority that would conflict with such
          employee's obligation to use his best efforts to promote the interests
          of Willi or Buyer or would conflict with Willi or Buyer's conduct of
          business, as contemplated hereunder. To the best knowledge of the
          Company, no Company employee is in violation of any term or any
          employment contract, non-competition agreement, or any other contract
          or agreement relating to the relationship of any such employee with
          the Company, or Company Affiliate or any previous employer. A list of
          the Company's employees, as well as a copy of all of the Company's
          agreements with such employees, is set forth on Schedule 8(t).

     (t)  Salesman Contracts. Schedule 8(u) lists all of the Company's salesman
          contracts.

     (u)  Absence of Certain Business Practices. Neither the Sellers nor any
          other Affiliate or agent of the Sellers, or any other person acting on
          behalf of or associated with the Sellers, acting alone or together,
          have directly or indirectly given or agreed to give any money, gift or
          similar benefit to any customer, supplier, employee or agent of any
          customer or supplier, any official or employee of any government
          (domestic or foreign), or any political party or candidate for office
          (domestic or foreign), or other person who was, is or may be in a
          position to help or hinder the business of the Sellers (or assist the
          Sellers in connection with any actual or proposed transaction), in
          each case which (i) may subject the Sellers to any damage or penalty
          in any civil, criminal or governmental litigation or proceeding, (ii)
          if not given in the past, may have had an adverse effect on the
          assets, business, operations or prospects of the Sellers, or (iii) if
          not continued in the future, may adversely affect the assets,
          business, operations or prospects of the Sellers.


                                     - 19 -
<PAGE>


     (v)  Products, Services and Authorizations

          (i)  To Sellers' Knowledge, each product distributed by the Company
               has been distributed in accordance with the provisions of all
               applicable laws, policies, guidelines and any other governmental
               requirements.

          (ii) There are no claims existing or threatened under or pursuant to
               any warranty, whether express or implied, on products sold by
               each Seller. There are no claims existing and there is no basis
               for any claim against the Sellers for injury to persons, animals
               or property as a result of the sale or distribution of any
               product by the Sellers, including, but not limited to, claims
               arising out of the defective or unsafe nature of its products.
               Each Seller has full and adequate insurance coverage for products
               liability claims against it.

          (iii) Set forth on Schedule 8(v)(iii) is a list of all
               authorizations, consents, approvals, franchises, licenses and
               permits required by any Person (other than a Governmental
               Authority) for the operation of the business of the Sellers as
               presently operated (the "Other Person Authorizations"). All of
               the Other Person Authorizations have been duly issued or obtained
               and are in full force and effect, and each Seller is in
               compliance with the terms of all the Other Person Authorizations.
               The Sellers have no knowledge of any facts which could be
               expected to cause them to believe that the Other Person
               Authorizations will not be renewed by the appropriate Person in
               the ordinary course. Each of the Other Person Authorizations may
               be assigned and transferred to the Buyer in accordance with this
               Agreement and each will continue in full force and effect
               thereafter, in each case without (i) the occurrence of any
               breach, default or forfeiture of rights thereunder, or (ii) the
               consent, approval, or act of, or the making of any filings with,
               any Person.

     (w)  Other Information. The information furnished by Sellers to Buyer
          pursuant to this Agreement (including, without limitation, information
          contained in the exhibits hereto, the Schedules identified herein, the
          instruments referred to in such Schedules and the certificates and
          other documents to be executed or delivered pursuant hereto by the
          Shareholders and/or the Sellers at or prior to the Closing) is not,
          nor at the Closing will be, false or misleading in any material
          respect, or contains, or at the Closing will contain, any misstatement
          of material fact, or omits, or at the Closing will omit, to state any
          material fact required to be stated in order to make the statements
          therein not misleading. Notwithstanding the foregoing, Sellers do no
          make any representation or warranty in connection with the Merchandise
          Inventory including Schedule 1(a)(i)(A).


                                     - 20 -
<PAGE>


     (x)  The Company has good and marketable title to all of the Assets,
          whether real, personal, tangible or intangible except those leased or
          financed as listed in Schedule 1(d), and except for the lien by HSBC
          Bank for aggregate obligations of $427,402.37 included in the Assumed
          Trade Payables (defined below) which shall be satisfied at Closing as
          evidenced by a payoff letter in Schedule 1(d), and for which Sellers'
          shall instruct HSBC Bank, in the form of the instruction letter set
          forth in Schedule 1(d), to release the obligations by way of a UCC-3
          termination statement. The Assets, except those listed in Schedule
          1(d), are free and clear of restrictions or assignment and free and
          clear of mortgages, Liens, pledges, encumbrances, claims, conditions
          or restrictions. Any liens or encumbrances on Assets that may exist
          prior to Closing will be satisfied, released or discharged at Closing,
          except as provided in this Section and except those listed in Schedule
          1(d). Any UCC liens on Assets will be terminated at Closing except
          those listed in Schedule 1(d).

9.   REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and
     warrants to the Company that:

     (a)  Existence and Qualification. Buyer is a corporation duly organized,
          validly existing and in good standing under the laws of the State of
          Delaware.

     (b)  Authority, Approval and Enforceability of Buyer. This Agreement has
          been duly executed and delivered by Buyer and Buyer has all requisite
          company power and legal capacity to execute and deliver this Agreement
          and all Collateral Agreements executed and delivered or to be executed
          and delivered by Buyer in connection with the transactions provided
          for hereby, to consummate the transactions contemplated hereby and by
          the Collateral Agreements, and to perform its obligations hereunder
          and under the Collateral Agreements. The execution and delivery of
          this Agreement and the Collateral Agreements and the performance of
          the transactions contemplated hereby and thereby have been duly and
          validly authorized and approved by all company action necessary on
          behalf of Buyer. This Agreement and each Collateral Agreement to which
          Buyer is a party constitutes, or upon execution and delivery will
          constitute, the legal, valid and binding obligation of Buyer,
          enforceable in accordance with its terms, except as such enforcement
          may be limited by general equitable principles or by applicable
          bankruptcy, insolvency, moratorium, or similar laws and judicial
          decisions from time to time in effect which affect creditors' rights
          generally.

     (c)  Authority, Approval and Enforceability of Willi. This Agreement has
          been duly executed and delivered by Willi and Willi has all requisite
          company power and legal capacity to execute and deliver this Agreement
          executed and delivered in connection with the transactions provided
          for hereby, to consummate the transactions contemplated hereby, and to
          perform its obligations hereunder. The execution and delivery of this
          Agreement, the performance of the transactions contemplated hereby
          have been duly and validly authorized and approved by all company
          action necessary on behalf of Willi. This Agreement to which Willi is
          a party constitutes, or upon execution and delivery will constitute,
          the legal, valid and binding obligation of Willi, enforceable in
          accordance with its terms, except as such enforcement may be limited
          by general equitable principles or by applicable bankruptcy,
          insolvency, moratorium, or similar laws and judicial decisions from
          time to time in effect which affect creditors' rights generally.


                                     - 21 -
<PAGE>


          (i)  No Default or Consents

               (1)  Neither the execution and delivery of this Agreement nor the
                    carrying out of the transactions contemplated hereby will:

                    (a)  violate or conflict with any of the terms, conditions
                         or provisions of Buyer's Certificate of Incorporation
                         or by-laws;

                    (b)  violate any Legal Requirements applicable to Buyer;

                    (c)  violate, conflict with, result in a breach of,
                         constitute a default under (whether with or without
                         notice or the lapse of time or both), or accelerate or
                         permit the acceleration of the performance required by,
                         or give any other party the right to terminate, any
                         contract or Permit applicable to Buyer; or

                    (d)  result in the creation of any lien, charge or other
                         encumbrance on any property of Buyer.

     (d)  No Proceedings. No suit, action or other proceeding is pending or, to
          Buyer's knowledge, threatened before any Governmental Authority
          seeking to restrain Buyer or prohibit its entry into this Agreement or
          prohibit the Closing, or seeking Damages against Buyer or its
          properties as a result of the consummation of this Agreement.

10.  CONDITIONS TO SELLERS' AND BUYER'S OBLIGATIONS

     (a)  Conditions to Obligations of the Sellers. The obligations of the
          Sellers to carry out the transactions contemplated by this Agreement
          are subject, at the option of the Sellers to the commercially
          reasonable satisfaction, or waiver by the Sellers, of the following
          conditions:

          (i)  Buyer shall have furnished the Sellers with a copy of all
               necessary company action on its behalf to approve its execution,
               delivery and performance of this Agreement.

          (ii) All representations and warranties of Buyer contained in this
               Agreement shall be true and correct, and Buyer shall have
               performed and satisfied in all material respects all covenants
               and agreements required by this Agreement to be performed and
               satisfied by Buyer at or prior to the Closing.

          (iii) As of the Closing Date, no suit, action or other proceeding
               (excluding any such matter initiated by or on behalf of the
               Sellers or any Shareholder) shall be pending, or to the Knowledge
               of Sellers, threatened before any Governmental Authority seeking
               to restrain the Sellers or prohibit the Closing or seeking
               Damages against the Sellers as a result of the consummation of
               this Agreement.

          (iv) Buyer shall have executed the Employment Agreement with Steiner
               simultaneous with the Closing of this Agreement.


                                     - 22 -
<PAGE>


          (v)  Buyer shall have executed the Lease Agreement with Nostrand
               Associates simultaneous with the Closing of this Agreement.

     (b)  Conditions to Obligations of Buyer. The obligations of Buyer to carry
          out the transactions contemplated by this Agreement are subject, at
          the option of Buyer, to the commercially reasonable satisfaction, or
          waiver by Buyer, of the following conditions:

          (i)  All representations and warranties of the Sellers contained in
               this Agreement shall be true and correct, and the Sellers shall
               have performed and satisfied all agreements and covenants
               required by this Agreement to be performed and satisfied by them
               at or prior to the Closing.

          (ii) As of the Closing Date, no suit, action or other proceeding
               (excluding any such matter initiated by or on behalf of Buyer)
               shall be pending or threatened before any court or governmental
               agency seeking to restrain Buyer or prohibit the Closing.

          (iii) The Sellers shall have furnished Buyer with a copy of all
               necessary corporate action on its behalf approving the Sellers'
               execution, delivery and performance of this Agreement.

          (iv) Buyer shall have received written evidence, in form and substance
               satisfactory to Buyer, of the consent to the transactions
               contemplated by this Agreement of all governmental,
               quasi-governmental and private third parties (including, without
               limitation, persons or other entities leasing real or personal
               property to the Company) where the absence of any such consent
               would result in a violation of law or a breach or default under
               any agreement to which the Company is subject. In the event of a
               breach by Sellers of this Section 10(iv), Sellers shall be
               entitled to cure such breach within 30 days of receipt of notice
               given by Buyer of such breach.

          (v)  No proceeding in which any of the Sellers shall be a debtor,
               defendant or party seeking an order for its own relief or
               reorganization shall have been brought or be pending by or
               against such person under any United States, state or foreign
               bankruptcy or insolvency law.

          (vi) Steiner shall execute and deliver his Employment Agreement
               simultaneous with the Closing of this Agreement.

          (vii) Nostrand Associates shall execute and deliver the Lease
               Agreement simultaneous with the Closing of this Agreement.

11.  POST-CLOSING OBLIGATIONS. Further Assurances

     (a)  Publicity. None of the parties hereto shall issue or make, or cause to
          have issued or made, any public release or announcement concerning
          this Agreement or the transactions contemplated hereby, without the
          advance approval in writing of the form and substance thereof by each
          of the other parties, except as required by law (in which case, so far
          as possible, there shall be consultation among the parties prior to
          such announcement), and the parties shall endeavor jointly to agree on
          the text of any announcement or circular so approved or required.


                                     - 23 -
<PAGE>


     (b)  Post-Closing Indemnity

          (i)  The Sellers shall jointly and severally indemnify and hold
               harmless Buyer from and against any and all damages arising out
               of, resulting from or in any way related to (i) a breach of or
               the failure to perform or satisfy any of the representations,
               warranties, covenants and agreements made by each Seller in this
               Agreement or in any document or certificate delivered by the
               Sellers at the Closing pursuant hereto, (ii) the occurrence of
               any event on or prior to the date of Closing that is (or would
               be, but for any deductible thereunder) covered by individual
               policies of insurance, blanket insurance policies or self
               insurance programs maintained by the Sellers, (iii) the Excluded
               Assets, (iv) the existence of any liabilities or obligations of
               the Sellers (whether accrued, absolute, contingent, known or
               unknown, or otherwise, and whether or not of a nature appropriate
               for inclusion in a balance sheet in accordance with generally
               accepted accounting principles) other than the Assumed
               Obligations or (v) any and all actions, suits, proceedings,
               claims, demands, assessments, judgments, costs, and expenses,
               including, without limitation, legal fees and expenses, incident
               to any of the foregoing or incurred in investigating or
               attempting to avoid the same or to oppose the imposition thereof,
               or in enforcing this indemnity.

          (ii) In the event that Buyer is entitled to indemnification hereunder
               in any amount Sellers shall jointly and severally pay such
               indemnification amounts to Buyer forthwith.

          (iii) The Buyer shall indemnify and hold harmless Sellers from and
               against any and all damages arising out of, resulting from or in
               any way related to a breach of or the failure to perform or
               satisfy any of the representations, warranties, covenants and
               agreements made by Buyer in this Agreement or in any document or
               certificate delivered by the Buyer at the Closing pursuant
               hereto, or any and all actions, suits, proceedings, claims,
               demands, assessments, judgments, costs, and expenses, including,
               without limitation, legal fees and expenses, incident to any of
               the foregoing or incurred in investigating or attempting to avoid
               the same or to oppose the imposition thereof, or in enforcing
               this indemnity..

          (iv) Willi guaranties the payment of the Assumed Trade Payables and
               shall indemnify and hold harmless Sellers from and against any
               Assumed Trade Payables not paid by Buyer .

          (v)  In the event that Sellers are entitled to indemnification
               hereunder in any amount Buyer shall jointly and severally pay
               such indemnification amounts to the Company (and Company shall
               receive such payment on behalf of the Sellers) forthwith.


                                     - 24 -
<PAGE>


          (vi) If any claim or demand for which an Indemnifying Party would be
               liable to an Indemnified Party is asserted against or sought to
               be collected from the Indemnified Party by a third party,
               Indemnified Party shall with reasonable promptness notify in
               writing the Indemnifying Party of such claim or demand stating
               with reasonable specificity the circumstances of the Indemnified
               Party's claim for indemnification; provided, however, that any
               failure to give such notice will not waive any rights of the
               Indemnified Party except to the extent the rights of the
               Indemnifying Party are actually prejudiced. After receipt by the
               Indemnifying Party of such notice, then upon reasonable notice
               from the Indemnifying Party to the Indemnified Party, or upon the
               request of the Indemnified Party, the Indemnifying Party shall
               defend, manage and conduct any proceedings, negotiations or
               communications involving any claimant whose claim is the subject
               of the Indemnified Party's notice to the Indemnifying Party as
               set forth above, and shall take all actions necessary, including,
               but not limited to, the posting of such bond or other security as
               may be required by any Governmental Authority, so as to enable
               the claim to be defended against or resolved without expense or
               other action by the Indemnified Party. Upon request of the
               Indemnifying Party, the Indemnified Party shall, to the extent it
               may legally do so and to the extent that it is compensated in
               advance by the Indemnifying Party for any costs and expenses
               thereby incurred,

               (1)  take such action as the Indemnifying Party may reasonably
                    request in connection with such action,

               (2)  allow the Indemnifying Party to dispute such action in the
                    name of the Indemnified Party and to conduct a defense to
                    such action on behalf of the Indemnified Party, and

               (3)  render to the Indemnifying Party all such assistance as the
                    Indemnifying Party may reasonably request in connection with
                    such dispute and defense.

          (vii) In any action or proceeding, the Indemnified Party shall have
               the right to retain its own counsel; but the fees and expenses of
               such counsel shall be at its own expense unless (i) the
               Indemnifying Party and the Indemnified Party shall have mutually
               agreed to the retention of such counsel or (ii) the named parties
               to any suit, action or proceeding (including any impleaded
               parties) include both the Indemnifying Party and the Indemnified
               Party and representation of all parties by the same counsel would
               be inappropriate due to actual or potential conflict of interests
               between them.

          (viii) An Indemnifying Party shall not be liable under this Agreement
               for any settlement effected without its consent of any claim,
               litigation or proceeding in respect of which indemnity may be
               sought hereunder.

          (ix) The Indemnifying Party may settle any claim without the consent
               of the Indemnified Party, but only if the sole relief awarded is
               monetary damages that are paid in full by the Indemnifying Party.
               The Indemnified Party shall, subject to its reasonable business
               needs, use reasonable efforts to minimize the indemnification
               sought from the Indemnifying Party under this Agreement.


                                     - 25 -
<PAGE>


     (c)  Delivery of Property Received by the Company After Closing. From and
          after the Closing, Buyer shall have the right and authority to
          collect, for the account of Buyer, all receivables and other items
          which shall be transferred or are intended to be transferred to Buyer
          as part of the Assets as provided in this Agreement, and to endorse
          with the name of the Sellers any checks or drafts received on account
          of any such receivables or other Assets. Each Seller agrees that it
          will transfer or deliver to Buyer, promptly after the receipt thereof,
          any cash or other property which such Seller receives after the
          Closing Date in respect of any claims, contracts, licenses, leases,
          commitments, sales orders, purchase orders, receivables of any
          character or any other items transferred or intended to be transferred
          to Buyer as part of the Assets under this Agreement.

     (d)  Assignment of Contracts.

          (i)  At the option of Buyer, and notwithstanding anything in this
               Agreement to the contrary, this Agreement shall not constitute an
               assignment of any claim, contract, license, franchise, lease,
               commitment, sales order, sales contract, supply contract, service
               agreement, purchase order or purchase commitment if an attempted
               assignment thereof without the consent of a third party thereto
               would constitute a breach thereof or in any way adversely affect
               the rights of Buyer thereunder. If such consent is not obtained,
               or if any attempt at an assignment thereof would be ineffective
               or would affect the rights of the Sellers thereunder so that
               Buyer would not in fact receive all such rights, the Sellers
               shall cooperate at its own expense with Buyer to the extent
               necessary to provide for Buyer the benefits under such claim,
               contract, license, franchise, lease, commitment, sales order,
               sales contract, supply contract, service agreement, purchase
               order or purchase commitment, including enforcement for the
               benefit of Buyer of any and all rights of the Sellers against a
               third party thereto arising out of the breach or cancellation by
               such third party or otherwise.

          (ii) In the event the assignment of the truck leases set forth on
               Schedule 1(f)(ii) is not assignable on the Closing Date hereof,
               Sellers hereby agree to continue to lease and insure such trucks
               under the leases in effect on the Closing Date and shall make
               such trucks available solely to Buyer for a period not to exceed
               the earlier of (i) 120 days following the Closing Date and (ii)
               the date upon which the lease agreements set forth in Schedule
               1(f)(ii) shall have been assigned to Buyer. Buyer shall pay to
               Sellers an amount equal to the premium and insurance payments for
               the leases and all costs of the truck financing and the premium
               insurance payments for the leases. Buyer further agrees that it
               shall indemnify and hold harmless Sellers from any and all
               damages incurred in connection with Buyer's usage of such trucks
               not covered and/or otherwise disclaimed under the relevant
               insurance policies set forth in Schedule 1(f)(ii).


                                     - 26 -
<PAGE>


MISCELLANEOUS

12.  Survival on Liability. The representations, warranties, covenants and
     obligations of each party shall survive the execution and delivery of this
     Agreement and the Closing hereunder and shall thereafter continue in full
     force for 12 full calendar months after the Closing Date. However, the
     representations and warranties contained in Section 8(d) (Taxes) shall
     continue until 30 days after all liability relating thereto is barred by
     all applicable statutes of limitation. If any claim for indemnification
     hereunder that has been previously asserted by a party to this Agreement in
     accordance with this Agreementy is still pending at the expiration of the
     applicable survival period, such claim shall continue to be subject to the
     indemnification provisions of this Agreement until resolved.

13.  Confidentiality.

     (a)  At all times after the Closing, the Sellers shall, and shall cause the
          Affiliates of the Sellers and its and their employees, agents,
          accountants, legal counsel and other representatives and advisers to,
          hold in strict confidence all, and not divulge or disclose any,
          information of any kind concerning the transactions contemplated by
          this Agreement, the Sellers, Buyer or their respective businesses;
          provided, however, that the foregoing obligation of confidence shall
          not apply to (i) information that is or becomes generally available to
          the public other than as a result of a disclosure by the Sellers or
          its Affiliates or any of its or their employees, agents, accountants,
          legal counsel or other representatives or advisers, and (ii)
          information that is required to be disclosed by the Sellers or its
          Affiliates or any of its or their employees, agents, accountants,
          legal counsel or other representatives or advisers as a result of any
          applicable law, rule or regulation of any Governmental Authority; and
          provided further that the Sellers and Shareholders promptly shall
          notify Buyer of any disclosure pursuant to clause (ii) of this
          Section.

     (b)  The Buyer shall, and shall cause their respective Affiliates,
          employees, agents, accountants, legal counsel and other
          representatives and advisers to, hold in strict confidence all, and
          not divulge or disclose any, information of any kind concerning the
          transactions contemplated by this Agreement, the Sellers, Buyer or
          their respective businesses; provided, however, that the foregoing
          obligation of confidence shall not apply to (i) information that is or
          becomes generally available to the public other than as a result of a
          disclosure by the Buyer or any of its Affiliates, employees, agents,
          accountants, legal counsel or other representatives or advisers, and
          (ii) information that is required to be disclosed by the Buyer or any
          of its Affiliates, employees, agents, accountants, legal counsel or
          other representatives or advisers as a result of any applicable law,
          rule or regulation of any Governmental Authority; and provided further
          that the Buyer shall promptly shall notify the Sellers of any
          disclosure pursuant to clause (ii) of this Section.

     (c)  Notwithstanding anything herein to the contrary, any party to this
          agreement (and each employee, representative, or other agent of such
          party) may disclose to any and all persons, without limitation of any
          kind, the tax treatment and tax structure of any transaction
          contemplated by this Agreement and all materials of any kind
          (including opinions and other tax analyses) that are provided to the
          party relating to such tax treatment and tax structure.


                                     - 27 -
<PAGE>


14.  Notices.

     Any notice, request, instruction, correspondence or other document to be
given hereunder by any party hereto to another (herein collectively called
"Notice") shall be in writing and delivered personally or mailed by registered
or certified mail, postage prepaid and return receipt requested, as follows:

IF TO BUYER:                              Chen Shlein
                                          633 Court Street
                                          Brooklyn, New York 11231

With a copy to:

                                          Gadi G. Hill, Esq.
                                          Klein & Hill
                                          521 Fifth Avenue
                                          24th Floor
                                          New York, NY  10175
                                          Fax No. (212) 697-1958
                                          Tel No. (212) 697-4455

IF TO THE COMPANY AND/OR THE
Shareholder:

                                          Arie Steiner
                                          1067 E. 10th Street
                                          Brooklyn, New York 11230

With a copy to:                           Sheldon Eisenberger, Esq.
                                          The Law Offices of Sheldon Eisenberger
                                          30 Broad Street,
                                          New York, NY 10004

Each of the above addresses for notice purposes may be changed by providing
appropriate notice hereunder. Notice given by personal delivery or registered
mail shall be effective upon actual receipt. Notice given by telecopier shall be
effective upon actual receipt if received during the recipient's normal business
hours, or at the beginning of the recipient's next normal business day after
receipt if not received during the recipient's normal business hours. All
Notices by telecopier shall be confirmed by the sender thereof promptly after
transmission in writing by registered mail or personal delivery.


                                     - 28 -
<PAGE>


15.  Governing Law. The provisions of this agreement and the documents delivered
     pursuant hereto shall be solely governed by and construed in accordance
     with the laws of the State of New York (excluding any conflict of law rule
     or principle that would refer to the laws of another jurisdiction).

16.  Dispute Resolution.

     (a)  The parties agree that the state or federal courts in the southern
          district of New York shall have exclusive jurisdiction on all matters
          arising out of or connected in any way with this agreement, and
          sellers further agree that the service of process or of any other
          papers upon them or any of them in the manner provided for notices
          hereunder shall be deemed good, proper and effective service upon
          them.

     (b)  Each of the sellers and buyer hereby waives its right to a jury trial
          with respect to any action or claim arising out of any dispute in
          connection with this agreement, the collateral agreements or any of
          the other transaction documents, any rights or obligations hereunder
          or thereunder or the performance of such rights and obligations.

17.  Each party hereto shall cooperate, shall take such further action and shall
     execute and deliver such further documents as may be reasonably requested
     by any other party in order to carry out the provisions and purposes of
     this Agreement.

18.  Entire Agreement; Amendments and Waivers. This Agreement, together with all
     exhibits and schedules attached hereto, constitutes the entire agreement
     between and among the parties hereto pertaining to the subject matter
     hereof and supersedes all prior agreements, understandings, negotiations
     and discussions, whether oral or written, of the parties, including but not
     limited to, that certain Memorandum of Understanding, dated the 14th day of
     December 2006 by and among Willi and Sellers, and there are no warranties,
     representations or other agreements between the parties in connection with
     the subject matter hereof except as set forth specifically herein or
     contemplated hereby. No supplement, modification or waiver of this
     Agreement shall be binding unless executed in writing by the party to be
     bound thereby. No waiver of any of the provisions of this Agreement shall
     be deemed or shall constitute a waiver of any other provision hereof
     (regardless of whether similar), nor shall any such waiver constitute a
     continuing waiver unless otherwise expressly provided.

19.  Binding Effect and Assignment. This Agreement shall be binding upon and
     inure to the benefit of the parties hereto and their respective permitted
     successors and assigns; but neither this Agreement nor any of the rights,
     benefits or obligations hereunder shall be assigned, by operation of law or
     otherwise, by any party hereto without the prior written consent of the
     other party, provided, however, that nothing herein shall prohibit the
     assignment of Buyer's rights and obligations to any direct or indirect
     subsidiary or affiliate or prohibit the assignment of Buyer's rights (but
     not obligations) to any lender. Nothing in this Agreement, express or
     implied, is intended to confer upon any person or entity other than the
     parties hereto and their respective permitted successors and assigns, any
     rights, benefits or obligations hereunder.


                                     - 29 -
<PAGE>


20.  Remedies. The rights and remedies provided by this Agreement are
     cumulative, and the use of any one right or remedy by any party hereto
     shall not preclude or constitute a waiver of its right to use any or all
     other remedies. Such rights and remedies are given in addition to any other
     rights and remedies a party may have by law, statute or otherwise.

21.  Multiple Counterparts. This Agreement may be executed by facsimile and in
     one or more counterparts, each of which shall be deemed an original, but
     all of which together shall constitute one and the same instrument.

22.  References and Construction.

     (a)  Whenever required by the context, and is used in this Agreement, the
          singular number shall include the plural and pronouns and any
          variations thereof shall be deemed to refer to the masculine,
          feminine, neuter, singular or plural, as the identification the person
          may require. References to monetary amounts, specific named statutes
          and generally accepted accounting principles are intended to be and
          shall be construed as references to United States dollars, statutes of
          the United States of the stated name and United States generally
          accepted accounting principles, respectively, unless the context
          otherwise requires.

     (b)  The provisions of this Agreement shall be construed according to their
          fair meaning and neither for nor against any party hereto irrespective
          of which party caused such provisions to be drafted. Each of the
          parties acknowledge that it has been represented by an attorney in
          connection with the preparation and execution of this Agreement.

23.  DEFINITIONS Capitalized terms used in this Agreement are used as defined in
     this Section or elsewhere in this Agreement.

     (a)  Affiliate. The term "Affiliate" shall mean, with respect to any
          person, any other person controlling, controlled by or under common
          control with such person. The term "Control" as used in the preceding
          sentence means, with respect to a corporation, the right to exercise,
          directly or indirectly, more than 50% of the voting rights
          attributable to the shares of the controlled corporation and, with
          respect to any person other than a corporation, the possession,
          directly or indirectly, of the power to direct or cause the direction
          of the management or policies of such person.

     (b)  Collateral Agreements. The term "Collateral Agreements" shall mean any
          or all of the exhibits to this Agreement and any and all other
          agreements, instruments or documents required or expressly provided
          under this Agreement to be executed and delivered in connection with
          the transactions contemplated by this Agreement.


                                     - 30 -
<PAGE>


     (c)  Confidential Information. Any information not generally known in the
          relevant field or industry about the Sellers' processes, activities,
          services or products, including software, patents, Inventions,
          know-how, trade secrets and information relating to research,
          development, purchase, accounting, marketing, merchandising, pricing,
          vendors, selling and customer lists. "Inventions" shall mean and
          include discoveries, concepts and ideas, whether patentable or not,
          including but not limited to processes, methods, designs, formulas,
          and techniques, as well as improvements thereof or know-how related
          thereto, which have been reduced to written form in some manner.

     (d)  Contracts. The term "Contracts," when described as being those of or
          applicable to any Person, shall mean any and all contracts,
          agreements, franchises, understandings, arrangements, leases,
          licenses, registrations, authorizations, easements, servitudes, rights
          of way, mortgages, bonds, notes, guaranties, liens, indebtedness,
          approvals or other instruments or undertakings to which such person is
          a party or to which or by which such person or the property of such
          person is subject or bound, excluding any Permits.

     (e)  Damages. The term "Damages" shall mean any and all damages,
          liabilities, obligations, penalties, fines, judgments, claims,
          deficiencies, losses, costs, expenses and assessments (including
          without limitation income and other taxes, interest, penalties and
          attorneys' and accountants' fees and disbursements).

     (f)  Governmental Authorities. The term "Governmental Authorities" shall
          mean any nation or country (including but not limited to the United
          States) and any commonwealth, territory or possession thereof and any
          political subdivision of any of the foregoing, including but not
          limited to courts, departments, commissions, boards, bureaus,
          agencies, ministries or other instrumentalities.

     (g)  Hazardous Material. The term "Hazardous Material" shall mean all or
          any of the following: (a) substances that are defined or listed in, or
          otherwise classified pursuant to, any applicable laws or regulations
          as "hazardous substances," "hazardous materials," "Hazardous wastes,"
          "toxic substances" or any other formulation intended to define, list
          or classify substances by reason of deleterious properties such as
          ignitability, corrosivity, reactivity, carcinogenicity, reproductive
          toxicity or "EP toxicity"; (b) oil, petroleum or petroleum derived
          substances, natural gas, natural gas liquids or synthetic gas and
          drilling fluids, produced waters and other wastes associated with the
          exploration, development or production of crude oil, natural gas or
          geothermal resources; (c) any flammable substances or explosives or
          any radioactive materials; and (d) asbestos in any form or electrical
          equipment which contains any oil or dielectric fluid containing levels
          of polychlorinated biphenyls in excess of fifty parts per million.

     (h)  Legal Requirements. The term "Legal Requirements," when described as
          being applicable to any person, shall mean any and all laws
          (statutory, judicial or otherwise), ordinances, regulations,
          judgments, orders, directives, injunctions, writs, decrees or awards
          of, and any Contracts with, any Governmental Authority, in each case
          as and to the extent applicable to such person or such person's
          business, operations or properties.


                                     - 31 -
<PAGE>


     (i)  Liens: The term "Liens" shall mean any and all liens, encumbrances,
          mortgages, security interests, pledges, claims, equities, charges and
          other restrictions or limitations of any kind or nature whatsoever.

     (j)  Permits. The term "Permits" shall mean any and all permits, rights,
          approvals, licenses, authorizations, legal status, orders or Contracts
          under any Legal Requirement or otherwise granted by any Governmental
          Authority.

     (k)  Person. The term "Person" shall mean any individual, partnership,
          joint venture, firm, corporation, association, limited liability
          company, limited liability partnership, trust or other enterprise or
          any governmental or political subdivision or any agency, department or
          instrumentality thereof.

     (l)  Regulations. The term "Regulations" shall mean any and all regulations
          promulgated by the Department of the Treasury pursuant to the Internal
          Revenue Code.

     (m)  Trade Secrets. The term "Trade Secrets" shall mean information of the
          Sellers including, but not limited to, technical or nontechnical data,
          formulas, patterns, compilations, programs, financial data, financial
          plans, product or service plans or lists of actual or potential
          customers or suppliers which (i) derives economic value, actual or
          potential, from not being generally known to, and not being readily
          ascertainable by proper means by, other persons who can obtain
          economic value from its disclosure or use, and (ii) is the subject of
          efforts that are reasonable under the circumstances to maintain its
          secrecy.

     (n)  Used. The term "Used" shall mean, with respect to the Properties,
          Contracts or Permits of the Sellers, those owned, leased, licensed or
          otherwise held by the Sellers which were acquired for use or held for
          use by the Sellers in connection with the Sellers' business and
          operations, whether or not reflected on the Sellers' books of account.

                            [Signature Page Follows]


                                     - 32 -
<PAGE>


                  EXECUTED as of the date first written above.

WF Kosher Food Distributors, Ltd.        G. Willi-Food International, Ltd., with
                                         regard to Sections 3(c) and 5(b)(i)(2)
                                         only

/s/ Pini Rozen                           /s/ Chen Shlein
--------------                           ---------------
By:                                      By:
Name: Pini Rozen                         Name: Chen Shlein


SELLERS:

Laish Israeli Food Products, Ltd.

/s/ Arie Steiner                         /s/ Arie Steiner
----------------                         ----------------
By:                                      By:
Name: Arie Steiner                       Name: Arie Steiner


Escrow Agents

Klein & Hill                             Law Offices of Sheldon Eisenberger

By: /s/ Gadi G. Hill                     By: /s/ Sheldon Eisenberger
--------------------                     ---------------------------
Name: Gadi G. Hill                       Name: Sheldon Eisenberger









                                     - 33 -