Unassociated Document


     

    Exhibit
      4.36


    SALE
      AGREEMENT 

    


    Made
      and entered into at Tel Aviv on the 2nd
      day of August 2007

    


    Between:

    


    ELDAR
      GIL & MAHONEY ASSETS LTD. 

    a
      company
      duly-registered in Israel 

    Priv.
      Co.
      51-320993-2

    of
      7
      Menahem Begin Street, Ramat Gan 

    (hereinafter:
      “the
      Seller”)

    


    of
      the one part;

    


    And:

    


    KFAR
      HASHA’ASHUIM CENTRAL WAREHOUSE LTD.

    a
      company
      duly-registered in Israel 

    Priv.
      Co./Publ. Co. 51-188490-0

    of
      Kibbutz Nir Eliyahu, D.N. Sharon Tichon

    (“the
      Purchaser”)

    


    of
      the other part

    


    
      	
              WHEREAS:

            	
              Naaman
                Porcelain Ltd., Publ. Co. 52-004438-9 (“the
                Company”)
                is a public company whose securities include: (a) ordinary shares
                of NIS 1
                par value each and (b) Debentures (Series A) convertible into ordinary
                shares of NIS 1 par value each, and (c) Warrants (Series 2) exercisable
                for ordinary shares of NIS 1 par value each, all of which are traded
                on
                the Tel Aviv Stock Exchange Ltd.;
                and

            


    

    


    
      	
              WHEREAS:

            	
              The
                Seller declares that at the date of signing of this Agreement it
                is the
                owner of the securities of the Seller and at the date of closing
                it will
                be the owner of the shares sold and of the warrants sold, and at
                the date
                of closing it will transfer control (as defined in the Securities
                Law) in
                the Company to the Purchaser against payment of the consideration
                in
                accordance with this Agreement; and

            


    

    


    
      	
              WHEREAS:

            	
              The
                Seller declares that simultaneous with its signing this Agreement
                it has
                entered into a legally binding agreement with the other shareholders
                for
                acquisition of the shares of the other shareholders, and the other
                shareholders have undertaken directly to the Purchaser to sell and
                transfer the shares of the other shareholders to the Seller in a
                manner
                whereby at the date of closing the Seller will be the owner of the
                shares
                sold (confirmation by the shareholders is attached to this Agreement
                as
                Appendix D), subject to payment of the consideration by the Purchaser;
                and

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              WHEREAS:

            	
              The
                Seller wishes to sell and transfer control in the Company to the
                Purchaser
                by way of the purchase of the shares sold and the warrants sold,
                and the
                Purchaser wishes to purchase and receive transfer from the Seller
                of
                control in the Company by way of purchasing the shares sold and the
                warrants sold, all on the conditions and subject to the provisions
                of this
                Agreement; and

            


    

    


    
      	
              WHEREAS:

            	
              The
                parties wish to stipulate and entrench in the scope of the provisions
                of
                this Agreement the legal relationship between them in connection
                with the
                transaction for the sale of the shares sold, as also of the warrants
                sold,
                all under the terms and conditions and subject to the provisions
                of this
                Agreement; 

            


    

    


    Now
      therefore it is agreed, declared and stipulated by the parties as
      follows:
      

    


    
      	
              1.

            	
              Preamble
                and interpretation 

            


    

    


    
      	 	
              1.1

            	
              The
                preamble and the appendices to this Agreement constitute an integral
                part
                hereof.

            


    

    


    
      	 	
              1.2

            	
              The
                division of this Agreement into clauses and the insertion of headings
                to
                the clauses have been done as place-finders and for sake of convenience
                only and no use shall be made thereof for purposes of the interpretation
                of this Agreement.

            


    

    


    
      	 	
              1.3

            	
              In
                this Agreement words appearing in the singular shall also include
                the
                plural, and vice
                versa,
                as the case may be, unless otherwise expressly
                stated.

            


    

    


    
      	
              2.

            	
              Definitions

            


    

    


    In
      this
      Agreement each of the terms mentioned below will have the meaning set opposite
      it, unless the context necessitates a different meaning:

    
      
        

          
            	 	
                    “Convertible
                      debentures of the Company”:

                  	 	
                    NIS
                      14,205,760 par value Debentures (Series A) which were issued
                      by the
                      Company pursuant to a prospectus dated May 30, 2005. The debentures
                      are
                      convertible at a conversion rate of NIS 9.72 par value Debentures
                      (Series
                      A) for each ordinary share of NIS 1 par value of the
                      Company.

                  


          

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          
            	 	
                    “Material
                      non-conformity”:

                  	 	
                    1.

                  	
                    A
                      non-conformity in the equity capital reflected in the financial
                      statements
                      in a sum exceeding NIS 2,000,000. It is clarified and agreed
                      as exclusive
                      exceptions to what is stated at the head of this definition
                      that
                      adjustments that may be required by virtue of the due diligence
                      examination in connection with (ii) the appraisal of value
                      of Malibu Ltd.;
                      (iii) liabilities of the Mayo family (as defined below) will
                      not be
                      included in the scope of the amount, of two million new shekels
                      as
                      aforesaid, and/or

                  
	 	 	 	
                    2.

                  	
                    Tax
                      exposure to a high degree of certainty, in the opinion of the
                      arbiter, in
                      an amount for payment to the tax authorities which exceeds
                      NIS 3.25 (three
                      and a quarter) million. 

                  
	 	 	 	 
	 	
                    “Non-material
                      non-conformity”:

                  	 	
                    1.

                  	
                    A
                      non-conformity in the equity capital reflected in the financial
                      statements
                      in a sum lower than NIS 2,000,000. It is clarified and agreed
                      as exclusive
                      exceptions to what is stated at the head of this definition
                      that
                      adjustments that may be required by virtue of the due diligence
                      examination in connection with (ii) the appraisal of value
                      of Malibu Ltd.;
                      (iii) liabilities of the Mayo family (as defined below) will
                      not be
                      included in the scope of the amount, of two million new shekels
                      as
                      aforesaid, and/or 

                  
	 	 	 	
                    2.

                  	
                    Tax
                      exposure to a high degree of certainty, in the opinion of the
                      arbiter, in
                      an amount for payment to the tax authorities of less than NIS
                      3.25 (three
                      and a quarter) million.

                  
	 	 	 	 	 
	 	
                    “Stock
                      Exchange”:

                  	 	
                    The
                      Tel Aviv Stock Exchange Ltd.

                  
	 	 	 	 
	 	
                    “The
                      regulatory approvals”:

                  	 	
                    An
                      approval from the Commissioner of Restrictive Trade Practices
                      for a
                      “merger of companies” pursuant to the provisions of the Restricted Trade
                      Practices Law, 5748-1988 (hereinafter: “the
                      Commissioner’s Approval”),
                      and any other permit or approval of any other competent authority,
                      if and
                      to the extent that it is required according to the provisions
                      of any law
                      for purposes of implementing the sale transactions of the shares
                      sold as
                      well as of the options sold.

                  
	 	 	 	 
	 	
                    “The
                      financial statements”:

                  	 	
                    The
                      audited annual financial statements of the Company and the
                      consolidated
                      financial statements as at December 31, 2006 and the quarterly
                      reviewed
                      and unaudited reports of the Company and the consolidated financial
                      statements as at March 31, 2007 and as at June 30, 2007. The
                      financial
                      statements are attached to this Agreement as Appendices
                      A(1), A(2) and A(3).
                      The financial statements as at June 30, 2007 will be attached
                      on the date
                      of closing.

                  


          

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          
            	 	
                    “The
                      existing capital of the Company”:

                  	 	
                    The
                      issued and paid-up share capital of the Company as at the date
                      of signing
                      of this Agreement, namely: 7,900,908 ordinary shares of NIS
                      1 par value of
                      the Company.

                  
	 	 	 	 
	 	
                    “The
                      Company’s capital on the basis of a full
                      dilution”:

                  	 	
                    The
                      issued and paid-up share capital of the Company immediately
                      after
                      conversion of all the convertible debentures of the Company
                      series A (if
                      same are converted) and after exercise of all the warrants
                      of the Company
                      (if same are exercised), including taking cognizance of distributions
                      which are mentioned in Clause 7.1 of the Agreement, in other
                      words: the
                      Company’s capital on the basis of a full dilution, including the existing
                      capital of the Company plus all the shares that will be created
                      as a
                      result of the conversion of all the convertible debentures
                      of the Company
                      and exercise of all the warrants of the Company. For the sake
                      of
                      illustration, as at the date of signing of this Agreement,
                      the Company’s
                      capital on the basis of a full dilution is 9,813,512.9 shares
                      of the
                      Company.

                  
	 	 	 	 
	 	
                    “Obligations
                      of the Mayo family”:

                  	 	
                    Severance
                      pay obligations according to law (over and above the moneys
                      that have
                      accumulated in the managers insurance in respect of the severance
                      pay
                      component, as stated in Clause 15.8 of the employment agreements
                      dated
                      April 18, 2005 between the Company and Israel (Ben Avraham)
                      Mayo and
                      Israel Mayo (Ben Itzhak), which do not receive full expression
                      in the
                      financial statements.

                  
	 	 	 	 
	 	
                    “The
                      mediator”:

                  	 	
                    An
                      attorney whose identity will be determined with the written
                      consent of the
                      parties up to the date of closing, and in the absence of such
                      agreement
                      his identity will be determined by the Tel Aviv District
                      Court.

                  
	 	 	 	 
	 	
                    “The
                      index”:

                  	 	
                    The
                      price index known by the name of “the Consumer Price Index” (the general
                      index) including fruit and vegetables, which is published by
                      the Central
                      Bureau of Statistics and including such index even if it is
                      published by
                      another official body or institution, and including any official
                      index
                      that may come in its stead, whether or not it is structured
                      on the same
                      data as the data on which the existing index is
                      structured.

                  


          

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          
            	 	
                    “The
                      arbiter”:

                  	 	
                    Mr.
                      Ronen Barel, C.P.A., of Kost, Fohrer and Gabbai, and if he
                      is unable or
                      unwilling for any reason to be an arbiter he will be replaced
                      in his
                      absence by Mr. Hagit Niv of Kost Fohrer and Gabbai.

                  
	 	 	 	 
	 	
                    “The
                      conditions precedent”:

                  	 	
                    The
                      conditions precedent as stated in Clause 11 of this
                      Agreement.

                  
	 	 	 	 
	 	
                    “The
                      nominee company”:

                  	 	
                    The
                      Bank Leumi le-Israel Nominee Company Ltd.

                  
	 	 	 	 
	 	
                    “The
                      Companies Law”:

                  	 	
                    The
                      Companies Law, 5759-1999.

                  
	 	 	 	 
	 	
                    “The
                      Securities Law”:

                  	 	
                    The
                      Securities Law, 5728-1968.

                  
	 	 	 	 
	 	
                    “Business
                      day”:

                  	 	
                    Mondays
                      to Thursdays in each week provided they are not a Jewish holiday,
                      festival, hol
                      hamoed,
                      festival eve and/or public holiday or a day on which no business
                      is
                      conducted in the normal course for any reason at banks in
                      Israel.

                  
	 	 	 	 
	 	
                    “The
                      Company’s warrants”:

                  	 	
                    As
                      at the date of signing of the Agreement, 451,107 Warrants (Series
                      2), of
                      which 151,107 were issued by the Company pursuant to a prospectus
                      dated
                      May 30, 2005, and 300,000 Warrants (Series 2) were issued by
                      the Company
                      to the Company’s employees by way of a private placement. The terms and
                      conditions of the warrants that were issued pursuant to the
                      prospectus and
                      the terms and conditions of the warrants that were issued to
                      the Company’s
                      employees are identical. The Warrants (Series 2) are exercisable
                      for
                      shares of the Company up to May 31, 2009 in consideration for
                      a sum of NIS
                      7.78, linked to the index in respect of the month of April
                      2005.

                  
	 	 	 	 
	 	
                    “The
                      warrants sold”:

                  	 	
                    77,302
                      warrants of the Company which are exercisable for 77,302 shares
                      of the
                      Company which as at the date of signing of this Agreement represent
                      approximately 0.78% of the Company’s capital on the basis of a full
                      dilution.

                  


          

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          
            	 	
                    “The
                      closing date”:

                  	 	
                    Up
                      to five (5) business days after the date on which all the conditions
                      precedent are fulfilled, provided that the closing date shall
                      not be later
                      than 90 days from the date of signing of the Agreement, or
                      any other date
                      that may be agreed between the parties. However it is clarified
                      that the
                      Purchaser, in its sole discretion and at its election, may
                      demand that the
                      closing date shall under no circumstances be before the elapse
                      of 50 days
                      from the date of signing of this Agreement and the Seller undertakes
                      to
                      accept the Purchaser’s demand in this connection provided that the
                      specific date will be coordinated in advance with the
                      Seller.

                  
	 	 	 	 
	 	
                    “The
                      Company’s shares”:

                  	 	
                    Ordinary
                      shares of NIS 1 par value each in the issued and paid-up share
                      capital of
                      the Company.

                  
	 	 	 	 
	 	
                    “The
                      shares sold”:

                  	 	
                    A
                      quantity of ordinary shares of NIS 1 par value each of the
                      Company which
                      together with the warrants sold (on the assumption that they
                      will be
                      exercised) will at the date of closing represent 51.5% of the
                      Company’s
                      capital on the basis of a full dilution. For the sake of illustration,
                      on
                      the date of signing of the Agreement 4,976,658 ordinary shares
                      of NIS 1
                      par value each of the Company which together with the warrants
                      sold
                      (77,302) constitute 51.5% of the Company’s capital on a the basis of a
                      full dilution at the date of signing.

                  
	 	 	 	 
	 	
                    “Purchase
                      price” or “the consideration”:

                  	 	
                    An
                      amount of NIS 97,000,000 (ninety-seven million) in respect
                      of the control
                      in the Company which is being transferred by way of purchasing
                      all the
                      Shares Sold and all the Warrants Sold.

                  
	 	 	 	 
	 	
                    “Increment
                      to consideration”:

                  	 	
                    An
                      amount of NIS 3,000,000 (three million), which will be paid
                      subject to the
                      fulfillment of the conditions set forth in Clause 6.2 below
                      of this
                      Agreement.

                  
	 	 	 	 
	 	
                    “Officer”:

                  	 	
                    As
                      this term is defined in the Securities Law and including the
                      secretary of
                      the Company.

                  
	 	 	 	 
	 	
                    “Securities”:

                  	 	
                    As
                      this term is defined in the Securities
                      Law.

                  


          

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          
            	 	
                    “The
                      Seller’s securities”:

                  	 	
                    3,742,922
                      ordinary shares of NIS 1 par value each of the Company, which
                      as at the
                      date of signing of this Agreement represent approximately 47.37%
                      of the
                      existing capital of the Company and 38.14% of the Company’s capital on the
                      basis of a full dilution (on the date of signature) and 77,302
                      warrants of
                      the Company which are exercisable for 77,302 shares of the
                      Company which
                      as at the date of signing of this Agreement constitute approximately
                      0.78%
                      of the Company’s capital on the basis of a full
                      dilution.

                  
	 	 	 	 
	 	
                    “The
                      other shareholders”:

                  	 	
                    Strauss
                      Investments Ltd., Michael Strauss and Raya Strauss Ben-Dor,
                      Itzhak
                      Mayo.

                  
	 	 	 	 
	 	
                    “The
                      shares of the other shareholders”:

                  	 	
                    1,389,813
                      ordinary shares of NIS par value each of the Company, which
                      as at the date
                      of signing of this Agreement represent approximately 17.59%
                      of the
                      existing capital of the Company and 14.16 [%] of the Company’s capital on
                      the basis of a dilution.

                  
	 	 	 	 
	 	
                    “Free
                      and clear”:

                  	 	
                    With
                      respect to securities – free and clear of any pledge, charge,
                      attachment, debt, lien or any third party right and including
                      same being
                      free of any blockage arrangement and/or restriction in regard
                      to
                      transferability or marketability.

                  
	 	 	 	 
	 	
                    “The
                      Companies Ordinance”:

                  	 	
                    The
                      Companies Ordinance [New Version], 5743-1983

                  
	 	 	 	 
	 	
                    “Third
                      party”:

                  	 	
                    Any
                      person or body corporate who is not a party to this
                      Agreement.

                  
	 	 	 	 
	 	
                    “The
                      interim period”:

                  	 	
                    The
                      period from the date of signing of this Agreement and up to
                      the date of
                      closing or up to the date of expiration of this Agreement,
                      whichever is
                      the earlier.

                  
	 	 	 	 
	 	
                    “Payment”:

                  	 	
                    Any
                      payment that requires to be made in accordance with this Agreement
                      shall
                      be paid up to the end of the relevant business
                      day.

                  


          

        

        
          
             

          

        

      

    

    
      	
              3.

            	
              Objects
                of the Agreement

            


    

    


    
      	 	
              The
                objects of the Agreement are to stipulate and entrench the legal
                relationship between the parties in connection with the transaction
                for
                the sale of the Shares Sold as well as of the Warrants
                Sold.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              4.

            	
              Declarations
                and undertakings of the
                Seller

            


    

    


    
      	 	
              The
                Seller hereby declares and undertakes to the Purchaser
                that:

            


    

    


    
      	 	
              4.1

            	
              The
                Company is a public company, which was duly incorporated on July
                30, 1972
                as a private company in accordance with the Companies Ordinance,
                and
                commencing from November 1999 all the Company’s securities are traded on
                the Stock Exchange. A copy of the updated memorandum and articles
                of
                association of the Company are attached to this Agreement as Appendices
                B(1) and B(2),
                respectively.

            


    

    


    
      	 	
              4.2

            	
              As
                at the date of the signing of this Agreement the authorized capital
                of the
                Company is NIS 20,000,000, divided into 20,000,000 ordinary shares
                of NIS
                1 par value each, and the issued and paid-up capital of the Company
                as at
                the date of signing of this Agreement is NIS 7,900,908 divided into
                7,900,908 ordinary shares of NIS 1 par value each. The entire issued
                capital of the Company has been fully paid
                out.

            


    

    


    
      	 	
              4.3

            	
              In
                2005 the Company issued NIS 32,000,000 par value debentures (Series
                A)
                which are convertible into shares of the Company, as well as 1,175,000
                warrants (Series 2) which are exercisable for shares of the
                Company.

            


    

    


    
      	 	
              4.4

            	
              As
                at the date of the signing of this Agreement there are NIS 14,205,760
                par
                value debentures (Series A) of the Company (which have not yet been
                repaid) that are convertible into 1,461,497.9 shares of the
                Company.

            


    

    


    
      	 	
              4.5

            	
              As
                at the date of signing of this Agreement there are 451,107 warrants
                of the
                Company (that have not yet been exercised) which are exercisable
                for
                451,107 shares of the Company.

            


    

    


    
      	 	
              4.6

            	
              All
                the Company’ securities1,
                including the shares sold and the warrants sold are duly listed for
                trading and are traded on the Stock Exchange and there is no restriction
                and/or prohibition and/or bar according to the provisions of any
                law,
                regulations of the Stock Exchange and its directives to the sale
                and
                transfer of the Shares Sold and the Warrants Sold to the Purchaser,
                or to
                the Purchaser of any additional securities in the Company, and the
                Sellers
                are not aware of any intention and/or grounds for expunging the Company’s
                securities from trading on the Stock Exchange and/or preventing continued
                trading in the Company’s
                securities.

            


    

    


    
      	 	
              4.7

            	
              The
                Company has properly regulated accounting – and it keeps books as
                required according to any law. The financial statements are drawn
                according to accepted accounting principles and standards, which
                are
                applied consistently, on the basis of all the accounting statements
                and
                the accounting standards that are in force and in accordance with
                the
                Securities Regulations, and same fully, correctly and properly reflect
                the
                condition of the Company, including the state of its liabilities,
                assets
                and rights as at the date on which they were
                drawn.

            


    

     

    
      

    

    
      	1	
              Except
                300,000 warrants (Series 2) which were issued to employees of the
                Company
                in the scope of a private placement report dated August 30, 2005,
                which
                are registered warrants.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              4.8

            	
              To
                the best of its knowledge, the full provisions in relation to liabilities
                in respect of the Company’s employees and/or service providers have been
                made in accordance with and pursuant to accepted accounting principles
                and
                standards, which are consistently applied, on the basis of all the
                accounting statements and the accounting standards which are in force
                and
                in accordance with the Securities Regulations, and there are no
                liabilities in connection with the Company’s employees which do not
                receive full expression in the financial statements, apart from
                liabilities of the Mayo family as defined above. For the avoidance
                of
                doubt it is clarified that if the Purchaser is of the opinion that
                provisions should be made in respect of the obligations of payments
                to
                Itzhak Mayo, to Israel Mayo (before Avraham) and Israel Mayo (Ben
                Itzhak)
                in connection with the undertaking for non competition upon termination
                of
                the employer-employee relationships in accordance with Clause 11.2
                of an
                agreement with Itzhak Mayo and Clause 16.3 of the employment agreements of
                Israel Mayo (Ben Avraham) and Israel Mayo (Ben Itzhak), then without
                derogating from the remaining provisions of this Agreement, the matters
                aforesaid will not constitute a breach of the representations stated
                in
                this clause.

            


    

    


    
      	 	
              4.9

            	
              To
                the best of its knowledge, the full tax and the other payments that
                have
                been demanded from the Company by the tax authorities up to the date
                of
                this Agreement or which the Company is liable for according to returns
                and
                reports it has lodged, have been paid in full, except for payments
                in
                respect of the 2006 tax year. The returns and reports that have been
                lodged by the Company with the various tax authorities were lodged
                on due
                date and are, to the best of its knowledge, true and
                accurate.

            


    

    


    
      	 	
              4.10

            	
              The
                last annual return that was lodged by the Company with the income
                tax
                authorities relates to the 2005 tax year. Final tax assessments have
                been
                issued to the Company in respect of income tax up to and including
                the
                year 2001.

            


    

    


    
      	 	
              4.11

            	
              Commencing
                from March 31, 2007, and except as stated in Appendix
                C,
                the Company acted in all its activities in accordance with and in
                the
                course of its ordinary business and to the best of its knowledge,
                except
                as stated in Appendix C, according to any law and/or agreement which
                applies to it, and there has not
                been:

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              4.11.1

            	
              A
                material change in its assets, liabilities, condition (financial
                or
                otherwise) or in its businesses as compared with what is reflected
                in the
                financial statements;

            


    

    


    
      	 	
              4.11.2

            	
              Any
                damage or loss, whether or not covered by insurance, which have a
                materially adverse effect on the assets, the property, the condition
                (financial or otherwise), on the business results or on its prospects
                or
                businesses;

            


    

    


    
      	 	
              4.11.3

            	
              Any
                waiver by the Company of a valuable right or of a material debt which
                is
                owed to the Company;

            


    

    


    
      	 	
              4.11.4

            	
              Any
                attachment, charge or claim, or a waiver of payment that is due to
                the
                Company, except those that were made in the ordinary course of business
                and which do not, separately or cumulatively, adversely affect the
                assets,
                property, condition (financial or otherwise), the business results
                or the
                businesses of the Company;

            


    

    


    
      	 	
              4.11.5

            	
              Any
                change or amendment to a material agreement or arrangement under
                which the
                Company or any asset or other property thereof is bound or to which
                same
                are subject;

            


    

    


    
      	 	
              4.11.6

            	
              Any
                material change in any payment arrangement or agreement with any
                employee
                or officer;

            


    

    


    
      	 	
              4.11.7

            	
              Any
                loans the Company has given to its directors, employees, officers
                or
                consultants;

            


    

    


    
      	 	
              4.11.8

            	
              Any
                sale, transfer or lease (except in the ordinary course of business),
                pledge or charge of any asset of the
                Company;

            


    

    


    
      	 	
              4.11.9

            	
              Any
                event or circumstances that are likely to have a materially adverse
                effect
                on the assets, the property, the condition (financial or otherwise),
                of
                the Company, or on the business results, the prospects or the businesses
                of the Company.

            


    

    


    
      	 	
              4.12

            	
              Simultaneous
                with the signing of this Agreement it entered into a binding agreement
                with the other shareholders for the purchase of the shares of the
                other
                shareholders, and the other shareholders have undertaken directly
                to the
                Purchaser to sell and transfer the shares of the other shareholders
                to the
                Seller in a manner whereby on the date of closing the Seller will
                be the
                owner of the Shares Sold and the Seller would be able to fulfill
                its
                obligations to the Purchaser, including with regard to the sale of
                control
                in the Company to the Purchaser (confirmation by the shareholders
                is
                attached to this Agreement as Appendix
                D);

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              4.13

            	
              The
                Seller is the owner of the Seller’s securities and up to the date of
                closing and the completion thereof it will be the owner of the Shares
                Sold
                and the Warrants Sold, which will on the date of closing constitute
                at
                least 51.5% of the Company’s capital on the basis of a full dilution. It
                is clarified that the number of Shares Sold and the Warrants Sold
                includes
                the quantity of the Seller’s
                securities.

            


    

    


    
      	 	
              4.14

            	
              The
                Seller’s securities are free and clear and will be in such condition as
                on
                the date of closing, apart from a charge of Excellence Nessuah Stock
                Exchange Services Ltd. (hereinafter: “Excellence”).
                An approval from Excellence to release the charge is attached to
                this
                Agreement as Appendix
                E.
                The Seller undertakes that at the date of closing the Shares Sold
                as also
                the warrants will be free and clear. The Seller has no obligation
                to sell
                and/or to transfer the Shares Sold and/or the Warrants Sold, in whole
                or
                in part, to any third party, and the Seller has not granted and will
                not
                grant a right to purchase the Shares Sold and/or the Warrants Sold,
                in
                whole or in part, to any third party, and no third party has a right
                of
                first refusal in connection with the purchase of the Shares Sold
                and/or of
                the Warrants Sold, in whole or in part, apart from a right of first
                offer,
                a tag-along right and a tag-along obligation which the Seller granted
                in
                accordance with the shareholder’s agreement, as described below. As at the
                date of signing of this Agreement the Seller is not conducting any
                negotiations in regard to the sale and/or transfer of the Seller’s
                securities, in whole or in part, to any third
                party.

            


    

    


    
      	 	 	
              Included
                in this, the Seller declares and undertakes that as at the date of
                closing, the Agreement entered into between Keren and Adi Properties
                Ltd.,
                Eitan Eldar, Roy Gil and Itzhak Mayo (hereinafter: “Mayo”)
                on April 18, 2005, as amended on September 18, 2005, which is attached
                as
                Appendix
                F
                (“the
                Shareholders Agreement”)
                will lapse and become duly null and void, and therefore the Shares
                Sold
                and the Warrants Sold will not be subject to a right of first offer,
                a
                tag-along right and a tag-along obligation which were granted in
                the
                Shareholders Agreement to Mayo.

            


    

    


    
      	 	
              4.15

            	
              The
                Company has delivered to all the authorities, including the Securities
                Authority and the Stock Exchange, all the financial statements, the
                periodic reports, the immediate reports and any other report and/or
                information it was obliged to deliver to these authorities in accordance
                with any law, and did so on the date on which it was obliged to do
                so, and
                the information contained in each of the aforesaid reports that were
                delivered by the Company was correct and full at the date on which
                it was
                delivered.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              4.16

            	
              Subject
                to the fulfillment of all the conditions precedent, there is no
                restriction and/or prohibition and/or bar according to the documents
                of
                incorporation of the Seller and/or pursuant to the provisions of
                an
                agreement or any law in regard to its entering into the framework
                of the
                provisions of this Agreement and in regard to the performance of
                its
                obligations pursuant to the provisions hereof, and that its entering
                into
                the framework of the provisions of this Agreement and performance
                of its
                obligations pursuant to the provisions hereof have been duly approved
                by
                all its competent organs and same do not constitute and will not
                constitute a breach of an undertaking, prohibition or any restriction
                on
                the Seller and/or its shareholders and/or its
                officers.

            


    

    


    
      	 	
              4.17

            	
              To
                the best of its knowledge, the Company’s activities are in accordance with
                the provisions of any law which applies to it, and the Company complies
                with the provisions of any law which applies to it, including taking
                cognizance of the fact of it being a public company, including the
                Securities Law and being the regulations thereunder and it complies
                with
                all the instructions of the Tel Aviv Stock Exchange, except as described
                in Appendix C, and apart from breaches which do not have a material
                effect
                on the Company’s activities. In this regard it is agreed that a breach
                which constitutes a contravention of a statute shall be deemed to
                be a
                breach which does have a material effect on the Company’s
                activities.

            


    

    


    
      	 	
              4.18

            	
              Except
                as described in Appendix C, there is no shortfall in any license
                and/or
                permit and/or approval that are required by the Company for purposes
                of
                its lawful activities which could have a materially adverse effect
                on the
                Company’s activities. In this regard the Seller declares that the Company
                has an approval from the Fire Brigade Authorities for the Company’s
                warehouse in Ramle and that the Company has applied orally to the
                Ramle
                Municipality with a request to receive a business license for the
                warehouse as it has been told verbally that in accordance with the
                provisions of the law there is no necessity for a business license
                for the
                warehouse.

            


    

    


    
      	 	
              4.19

            	
              The
                Company has rights of lease in respect of the land as described in
                Appendix
                G
                to
                this Agreement (hereinafter: “the
                Lease Agreements”).
                Apart from the Lease Agreements mentioned above, the Company does
                not have
                rights of any nature in land. The Lease Agreements are in force.
                No
                warning has been received about a breach of the agreements on the
                part of
                the Company and the Company is not aware of any reason or ground
                for the
                cancellation of the Lease Agreements by any of the parties thereto,
                except
                as described in Appendix C.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              4.20

            	
              A
                list of all the material agreements and arrangements to which the
                Company
                is a party is attached to this Agreement as Appendix
                H.
                Apart from the agreements mentioned in Appendix H, the Company and/or
                the
                Seller is not a party to an agreement, correspondence, arrangement
                or
                understanding, verbal or in writing, of whatsoever nature the effect
                of
                which on the business of the Company is material or is likely to
                have such
                effect thereon, and all the agreements described as aforesaid are,
                as at
                the date of signing of the agreement, in full force. The Company
                and/or
                the Seller have not breached any of them and to the best of the Seller’s
                knowledge there are no grounds for the cancellation or termination
                thereof.

            


    

    


    
      	 	
              4.21

            	
              All
                the agreements and/or arrangements of whatsoever nature to which
                the
                Company or subsidiaries are a party and which are likely to be affected
                as
                a result of the change of control in the Company in accordance with
                this
                Agreement, or which necessitate the consent of any third party to
                a change
                in control in the Company according to this Agreement are: (a) Those
                that
                are particularized in Clause 11.1.3 and 11.1.4 below; (b) Some of
                the
                Lease Agreements require the consent of the lessor to transfer of
                control;
                (c) The business license in Ramle which will lapse on the date of
                transfer
                of control to the Seller; (d) The Company’s holdings in Domo, which on the
                date of transfer of control in the Company to the Blue Square Group
                or to
                any interested party therein or to the Supersol Group or any interested
                party therein, the obligation will mature of Tiv Taam to purchase
                the
                Company’s holdings in Domo. 

            


    

    


    
      	 	
              4.22

            	
              The
                intellectual property rights of any sort that are owned by the Company,
                including patents, designs, trademarks and copyrights, whether registered
                or in the process of registration, are set forth in the schedule
                attached
                to this Agreement as Appendix
                I.

            


    

    


    
      	 	 	
              To
                the best of the Seller’s knowledge and except as stated in the printout
                from the Register of Companies in respect of the Company, the Company
                is
                the owner of the full rights in all the Company’s assets and these assets
                are free and clear of any charge and/or attachment and/or any third
                party
                right, and there are no allegations by any third party in regard
                to the
                Company’s rights as aforesaid and the force and validity thereof. To the
                best of the Seller’s knowledge, there is no impediment to the continued
                existence and operations of the Company’s material assets after the date
                of closing. The Seller declares that if is claimed by any of the
                state
                authorities in regard to the obligations secured by charge No. 5
                which
                appears in the printout from the Registrar of Companies in respect
                of the
                Company, the Company has been given indemnity in respect thereof
                by Koor
                Industries Ltd. and Koor Chemicals Ltd. For the avoidance of doubt
                it is
                clarified that the inability to expunge charge No. 5 which appears
                in the
                Registrar of Companies printout will not constitute a non-fulfillment
                of
                the Seller’s undertaking and/or non-cooperation as referred to in the last
                part of Clause 6.4 below.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              4.23

            	
              The
                Company’s assets and its liabilities are covered by insurances which, to
                the best of the Seller’s knowledge, are, in the circumstances of the
                matter, full and adequate.

            


    

    


    
      	 	
              4.24

            	
              There
                are no legal proceedings or claims of any sort which are pending
                against
                the Company, no judgments have been given against it which have not
                been
                executed and no attachments have been imposed on its assets, and
                the
                Sellers are not aware of any specific cause of action for the institution
                of a claim against the Company and/or to involve the Company in legal
                proceedings, except as described in Appendix
                J
                and to the best of the Seller’s knowledge no letters of demand have been
                received at the Company, except as stated in Appendix
                J.

            


    

    


    
      	 	 	
              Likewise,
                the Company is not a party to any arbitration proceedings, and as
                at the
                date of signing of this Agreement no legal proceedings are pending
                that
                were taken by the Company or claims that were instituted by it, except
                as
                described in Appendix
                J.
                For purposes of this sub-clause “legal proceedings” – includes civil
                proceedings, criminal proceedings, private complaints, administrative
                proceedings, arbitrations and quassi-judicial proceedings of any
                sort. To
                the best of its knowledge, no investigations and other examinations
                are
                being conducted against the Company or the Seller and/or the officers
                of
                the Company, by competent authorities which pertain to the affairs
                of the
                Company, and no proceedings are pending against the Seller which
                could
                affect the Company’s business.

            


      	 	 	 


      	 	
              4.25

            	
              To
                the best of its knowledge, the officers of the Company and the
                corporations controlled by the officers, have no allegations and/or
                demands and/or claims of any sort against the Company, directly or
                indirectly. The Company is not indebted to the Seller, to the officers
                therein, or to corporations controlled by them, for any amounts,
                save and
                except in accordance with the employment agreements and the counseling
                agreements which are mentioned in Appendix
                H.

            


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	 	
              4.26

            	
              All
                the agreements, whether verbal or in writing, between the Company
                and any
                of its shareholders or a corporation controlled by any of its
                shareholders, or the directors of the Company, or the officers of
                the
                Company, are as described in Appendix H to this Agreement. It is
                clarified
                for the avoidance of doubt that the agreements mentioned in Appendix
                H
                above, include all the payments which are payable by the Company
                to any of
                its shareholders in respect of services of any sort that are provided
                to
                the Company by such shareholder. Apart from the matters stated above,
                there are no additional agreements or additional understandings,
                verbal or
                in writing, between the Company and any of its shareholders. The
                Seller
                declares that as at the date of the signing of this Agreement, it
                has
                received everything due to it from the Company as at the date of
                signing
                of the Agreement and it has no monetary or other allegation or claim
                in
                connection with the providing of services to the Company in excess
                of the
                payments that are due to it according to the counseling agreement
                attached
                hereto in Appendix H to this Agreement, up to the date of
                closing.

            


    

    


    
      	 	 	
              4.27

            	
              A
                list of all the franchise agreements to which the Company is a party
                as at
                the date of signing of this Agreement, whether verbal or in writing,
                is
                attached to this Agreement as Appendix
                K.
                Apart from the aforesaid contracts and agreements, the Company is
                not a
                party to an agreement or understanding, verbal or in writing, in
                connection with the grant or receipt of a franchise, of whatsoever
                nature.
                The Seller is not aware of any breach, or anticipated breach of any
                of the
                franchisee agreements or on any impediment and/or difficulty of any
                of the
                franchisees to comply with their obligations to the Company which
                could
                lead to a termination of the contractual arrangement with the franchisee
                or to a substantial financial loss for the
                Company.

            


    

    


    
      	 	 	
              4.28

            	
              All
                the representations set forth above in Clauses 4.7, 4.8, 4.9, 4.15,
                4.17,
                4.18, 4.24, 4.25 and 4.26 also apply to the Company’s subsidiary
                companies, in all respects, mutatis
                mutandis.
                Without derogating from the foregoing, the list of the Company’s
                subsidiaries and the Seller’s declarations in regard to them are as set
                forth in Appendix
                K1.

            


    

     

    
      	 	 	
              4.29A

            	
              To
                the best of the Seller's knowledge and examination, all the
                representations pursuant to this Agreement are correct, full and
                accurate
                and there is no misleading particular in
                them.

            


    

    


    
      	 	 	
              4.29B

            	
              There
                is no material information in the possession of the Seller and/or
                the
                Company which the Seller and/or the Company have failed to devolve
                to the
                Purchaser.

            


    

    


    
      	 	 	
              4.30

            	
              Prior
                to the date of the shareholder’s agreement (i.e., April 18, 2005) the
                Seller held more than 45% of the voting rights in the
                Company.

            


    

    


    
      	 	 	
              4.31

            	
              The
                shareholders agreement was ratified and duly
                reported.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	 	
              4.32

            	
              The
                shareholders agreement is in full force commencing from the date
                of its
                signature and will continue to be in force up to the date of
                closing.

            


    

    


    
      	 	 	
              4.33

            	
              It
                and Itzhak Mayo (hereinafter – “Mayo”)
                are the holders (as the term holding is defined in the Securities
                Law)
                jointly of shares in the Company, and that at the date of signing
                of this
                Agreement and up to the date of closing the Seller, either jointly
                with
                Mayo (and/or his relatives – this term is defined in the Companies
                Law and/or his nephew) or itself, (by virtue of acquisition of Mayo’s
                shares) will uninterruptedly hold more than 45% of the voting rights
                in
                the Company and will not fall below this percentage. It is clarified
                that
                if a transfer is made of Mayo’s holdings to his relative and/or to his
                nephew, such transfer will be subject to the agreement of the transferee
                that the provisions of the shareholders agreement will apply to him
                and he
                will be deemed to be a party to the shareholders
                agreement.

            


    

    


    
      	 	
              All
                the declarations and undertakings set forth in this Clause 4, except
                those
                mentioned in sub-clauses 4.2, 4.4 and 4.5, which are likely to change
                solely by virtue of changes which arise (if same arise) from the
                conversion of the Company’s convertible debentures (if same are converted)
                and/or from the exercise (there is an exercise) of the Company’s warrants
                (which will be updated at the date of the closing), will also be
                correct
                as at the date of closing.

            


    

    


    
      	
              5.

            	
              Declarations
                and undertakings by the
                Purchaser

            


    

    


    
      	 	
              The
                Purchaser hereby declares and undertakes to the Seller
                that:

            


    

    


    
      	 	
              5.1

            	
              It
                has the financial ability and monetary means which enable it to abide
                by
                all its obligations pursuant to the provisions of this Agreement
                and that
                its obligations pursuant to the provisions of this Agreement will
                remain
                in full force without any reference to any change in the Purchaser’s
                commercial condition.

            


    

    


    
      	 	
              5.2

            	
              It
                is aware that Sheshet Chain of Stores for Household Utensils Ltd.
                (a
                subsidiary of the Purchaser) is at the date of signing of this Agreement
                a
                material customer of the Company, and that the company Sheshet Chain
                of
                Stores for Household Utensils Ltd. has been engaged in the field
                of
                household utensils for some 7
                years.

            


    

    


    
      	 	
              5.3

            	
              The
                Purchaser is aware that the Seller is entering into this Agreement
                with it
                in reliance on the Purchaser’s representations, declarations and
                obligations as set forth in this
                Agreement.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              5.4

            	
              Subject
                to the fulfillment of all the conditions precedent, there is no
                restriction and/or prohibition and/or impediment according to the
                Purchaser’s corporation documents and/or according to the provisions of an
                Agreement or any law with regard to its contracting in the scope
                of the
                provisions of this Agreement and with respect to performing its
                obligations pursuant to the provisions
                hereof.

            


    

    


    
      	 	
              5.5

            	
              The
                Purchaser’s obligations under this Agreement do not constitute and will
                not constitute a breach of an undertaking, prohibition or any restriction
                on the Purchaser and/or the shareholders and/or its
                officers.

            


    

    


    
      	 	
              5.6

            	
              14
                days from the signing of this Agreement, the Purchaser’s entering into the
                Agreement and performing its obligations pursuant hereto will be
                brought
                for due approval by its competent organs and this Agreement is subject
                to
                such approval.

            


    

    


    
      	 	
              5.7

            	
              Subject
                to obtaining the approvals as mentioned in Clause 5.6 above, this
                Agreement will constitute a binding and valid legal undertaking of
                the
                Purchaser, and will be enforceable against it in accordance with
                the terms
                and conditions hereof.

            


    

    


    
      	 	
              5.8

            	
              All
                the declarations and undertakings set forth in this Clause 5 will
                also be
                correct as at the date of closing.

            


    

    


    6. The
      sale transaction and the consideration

    


    
      	 	
              6.1

            	
              On
                the date of closing and subject to fulfillment of all the conditions
                precedent, the Seller undertakes to sell and transfer to the Purchaser,
                and the Purchaser undertakes to purchase and to accept transfer from
                the
                Seller of all the Shares Sold and all the Warrants Sold, including
                any
                right and/or benefit connected with the Shares Sold and with the
                Warrants
                Sold, where same are free and clear, which will be against payment
                of the
                consideration.

            


    

    


    
      	 	
              6.2

            	
              If
                it should become apparent according to the Company’s consolidated and
                audited financial statements for the year 2007 that in the period
                commencing from July 1, 2007 until December 31, 2007, the Company’s gross
                profit exceeded a sum of NIS 27,000,000 (hereinafter – “the
                Total Gross Profit”),
                the Purchaser will pay the Seller an increment to the consideration
                within
                30 days from publication of the Company’s consolidated and audited
                financial statements for the year 2007. If it should become apparent
                according to the aforesaid statements that the gross profit for the
                aforesaid period (commencing from July 1, 2007 until December 31,
                2007)
                did not exceed the Total Gross Profit, the Purchaser will not be
                entitled
                to receive the increment to the consideration and/or any other increment.
                It is agreed that in the event of a war during the aforesaid period,
                the
                arbiter will neutralize the effect of the war and will rule on what
                would
                have been the Total Gross Profit had it not been for the
                war.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              6.3

            	
              For
                the avoidance of doubt it is clarified that the amount of the
                consideration and/or the increment to the consideration are not linked
                to
                the index and/or to any other linkage
                mechanism.

            


    

    


    
      	 	
              6.4

            	
              The
                parties will act in good faith and in cooperation in order to agree
                on a
                precise mechanism for the encumbrance of the Shares Sold and/or the
                Warrants Sold against payment of the consideration, in the course
                of
                taking cognizance of the demands of the financial institution on
                behalf of
                the Purchaser in the event that same are demanded. Notwithstanding
                the
                foregoing, the obtaining of financial funding will not have the effect
                of
                releasing the Purchaser from its obligations to purchase the Shares
                Sold
                and the Warrants Sold and/or have the effect of postponing the date
                of
                closing (beyond what is stipulated in the definition of the date
                of
                closing), unless receipt of the finance was delayed and/or prevented
                by
                virtue of the non-fulfillment of the Seller’s obligations under this
                Agreement and/or its refusal to cooperate with the demands of the
                financial institution.

            


    

    


    7. Dividends
      and other distributions

    


    
      	 	
              The
                Seller undertakes in its capacity as controlling shareholder in the
                Company that the Company will not distribute dividends or make any
                other
                distribution during the course of the interim period, save and except
                the
                distribution of the dividend of May 10, 2007, and the amount of the
                distribution in accordance with the approval of distribution dated
                July
                19, 2007, as described in Appendix C to this Agreement, which will
                be
                declared not later than within 15 days from the signing of this Agreement.
                It is clarified that the making of the distribution in accordance
                with the
                approval for the distribution as aforesaid will not lead to a reduction
                in
                the amount of the consideration.

            


    

    


    
      	 	
              For
                the avoidance of doubt it is clarified that nothing in the foregoing
                shall
                derogate from the Seller’s undertaking to sell the Shares Sold to the
                Purchaser on the date of closing, which will constitute 51.5% of
                the
                Company’s capital on the basis of a full
                dilution.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              8.

            	
              Due
                diligence

            


    

    


    
      	 	
              The
                parties hereby confirm that the Purchaser has not yet performed a
                due
                diligence accounting examination (including a tax examination) of
                the
                Company and of all the Company’s subsidiaries (hereinafter –
                “the
                Due Diligence Examination”)
                and it is agreed that the Purchaser will complete the performance
                of the
                Due Diligence Examination as aforesaid within 30 days from the date
                of
                signing of this Agreement. The Seller undertakes to cooperate with
                the
                Purchaser in all matters connected with performing the Due Diligence
                Examination, and to furnish the Purchaser and its professional consultants
                with any document or information which may be requested from it for
                purposes of performing the Due Diligence Examination, but subject
                to the
                provisions of any law and to the obligation for confidentiality as
                set
                forth in Clause 30 below.

            


    

    


    
      	
              9.

            	
              Adjustments
                in respect of non-conformity in the financial
                statements

            


    

    


    
      	 	
              9.1

            	
              In
                the event that the Purchaser should find in the Due Diligence Examination
                a non-material non-conformity, the amount of the consideration will
                be
                reduced to an extent equivalent to a multiplication of the difference
                between the equity capital reflected by the financial statements
                and the
                equity capital found in the Due Diligence Examination, multiplied
                by the
                percentage which the Shares Sold constitute of the Company’s issued and
                paid up capital on a full dilution.

            


    

    


    
      	 	
              9.2

            	
              If
                the Purchaser finds a material non-conformity in the course of performing
                the Due Diligence Examination, each party will be entitled to demand
                that
                this Agreement be annulled and voided and in such case neither party
                will
                obtain any right or cause of action by virtue thereof. If the parties
                elect to perform the Agreement, the amount of the consideration will
                be
                reduced to an extent equivalent to a multiplication of the difference
                between the equity capital reflected by the financial statements
                and the
                equity capital which is found in the Due Diligence Examination multiplied
                by the percentage which the Shares Sold constitute of the Company’s issued
                and paid up capital on a full
                dilution.

            


    

    


    
      	 	
              9.3

            	
              If
                the parties fail to agree on the amount of the material non-conformity
                or
                the non-conformity which is not material, and/or for purposes of
                determining whether there was a deviation between the equity capital
                reflected by the financial statements and the actual situation and/or
                whether there is an exposure to tax as stated in the definition of
                a
                material non-conformity or a non-conformity which is not material,
                the
                arbiter will determine whether there has been a material non-conformity
                or
                a non-conformity which is not material, and he shall fix the amount
                and
                the extent of the non-conformity.

            


    

     

    
      	
              10.

            	
              The
                Sellers’ obligations during the Interim Period
                

            


    

    


    The
      Seller hereby undertakes that during the Interim Period and until the Date
      of
      Closing:

    


    
      	 	
              10.1

            	
              It
                will not exercise the Warrants
                Sold.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              10.2

            	
              In
                   its capacity as a holder of securities of the Seller it will act
                in order
                that the Company be managed and conducted in the ordinary course
                of
                business according to law and in keeping with the Company’s policy prior
                to the signing of this Agreement, that no material resolutions will
                be
                passed in the Company which have the effect of materially altering
                the
                state of affairs of the Company as compared with the conditions on
                the
                date of signing of this Agreement (including and without derogating
                from
                the generality of the foregoing, extending an agreement of sublease),
                that
                it will not perform any act which is not in the ordinary course of
                the
                Company’s business, including and inter
                alia
                and without derogating from the generality of the foregoing, a
                distribution of dividends, bonus shares or other rights, apart from
                completing the operations as described in Appendix C, provided that
                the
                best interests of the Company will not be adversely affected by virtue
                of
                this undertaking (but in relation to this last qualification, without
                this
                derogating from the obligations of the Seller and from the rights
                of the
                Purchaser pursuant to this
                Agreement).

            


    

    


    
      	 	
              10.3

            	
              In
                its capacity as a shareholder they [sic] will take steps in order
                that the
                Company will not materially alter its cadre of employees or the terms
                of
                their employment.

            


    

    


    
      	 	
              10.4

            	
              The
                Company will not pay any payments (a) to their shareholders or to
                interested parties therein (except in accordance with the provisions
                of
                the existing agreements with them at the date of signing of this
                Agreement) and (b) to the officers (except according to the provisions
                of
                the existing agreements with them at the date of signing of this
                Agreement).

            


    

    


    
      	 	
              10.5

            	
              In
                its capacity as a shareholder it will act in order that no change
                will
                take place in the structure of the Company’s capital (apart from an
                allotment of shares as a result of a conversion of the convertible
                debentures or as a result of the exercise of warrants and except
                pursuant
                to the approval for distribution dated July 19, 2007 as described
                in
                Appendix C to this Agreement), unless this is required by virtue
                of the
                provisions of a law.

            


    

    


    
      	 	
              10.6

            	
              It
                will continue to pass on to the Purchaser all the information, the
                data,
                the documents and the material particulars required by the Purchaser
                in
                order to verify that between the date of signing of this Agreement
                and the
                Date of Closing there have been no materially adverse changes and
                the
                activities of the Company or in its financial and/or business condition
                and/or in the Seller’s rights in and to the Shares Sold and/or in and to
                the Warrants Sold.

            


    

    


    
      	 	
              10.7

            	
              It
                will not conduct negotiations with any third party for executing
                a
                transaction which conflicts with the transaction which is the subject
                of
                this Agreement and will not enter into any contractual arrangement
                which
                has the effect of preventing consummation of the transaction which
                is the
                subject of this Agreement.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              10.8

            	
              It
                will take steps in order to obtain the consents of third parties
                which are
                required for the transfer of control in the Company, including consents
                of
                lessors to the extent necessary. It is clarified that the failure
                to
                obtain consents from lessors shall not be deemed to be a breach of
                this
                Agreement, except the failure to obtain the consent of the lessor
                Shmei
                Bar (F.R.) 1993 Ltd. and Nesher Israel Cement Works Ltd. pursuant
                to an
                agreement dated September 20, 2000 and the addendums thereto, which
                will
                constitute a material breach.

            


    

    


    
      	
              10A

            	
              The
                parties undertake to file merger notices for purposes of the obtaining
                the
                approval of the Commissioner to the transaction that is the subject
                of
                this Agreement by not later than August 16, 2007, provided that the
                conditions precedent specified in Clause 11.1.7 is fulfilled, and
                without
                this constituting an extension of the time prescribed in that
                clause.

            


    

    


    
      	
              11.

            	
              Conditions
                precedent 

            


    

    


    
      	 	
              11.1

            	
              The
                validity of this Agreement is contingent upon the fulfillment of
                all the
                conditions precedent set forth in this Clause 11, as follows:
                

            


    

    


    
      	 	
              11.1.1

            	
              No
                material non-conformity (as defined above) will be discovered in
                the due
                diligence examination which the Purchaser will
                conduct.

            


    

    


    
      	 	
              11.1.2

            	
              Obtaining
                of all the regulatory approvals, which will not be contingent upon
                conditions or exceptions. If the Commissioner’s approval is made subject
                to conditions, the parties will act in order to fulfill the conditions,
                provided that compliance with such conditions shall not adversely
                affect
                or alter the businesses of any of the parties and/or of their obligations
                to third parties. For these purposes the Purchaser’s side will also be
                deemed to include the group to which the Purchaser belongs or any
                of the
                bodies corporate included in that group. If the transaction is approved
                by
                the Commissioner subject to qualifications, which do not have the
                effect
                of materially altering this transaction or of adversely affecting
                or
                altering the businesses of any of the parties and/or of their obligations
                to third parties, the parties will perform this Agreement subject
                to such
                conditions or qualifications. If the approval is made subject to
                conditions which in the opinion of the Purchaser are onerous on the
                parties or on the Company, then and in such event the parties will
                do
                their best to achieve the cancellation of such onerous conditions,
                which
                shall be done by not later than the deferred date for fulfillment
                of the
                conditions precedent. If the parties do not succeed in canceling
                the
                onerous conditions by not later than the deferred date for fulfillment
                of
                the conditions precedent, then and in such event, this Agreement
                shall be
                treated as null and void and none of the parties will derive any
                right or
                cause of action on the strength of this
                Agreement.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              11.1.3

            	
              Written
                approval has been received from Bank Otzar Hahayal Ltd. and the Israel
                Discount Bank Ltd. for the transfer of control in the
                Company.

            


    

    


    
      	 	
              11.1.4

            	
              Written
                approval has been obtained from Excellence for removal of the charge
                from
                the Shares Sold and from the Warrants Sold which are owned by
                Assets.

            


    

    


    
      	 	
              11.1.5

            	
              Obtaining
                consent of the Lessor Shmei Bar (F.R.) 1993 Ltd. and Nesher Israel
                Cement
                Works Ltd. pursuant to an agreement dated September 20, 2000 together
                with
                the addendums thereto, for the transfer of control in the Company
                in
                accordance with this Agreement.

            


    

    


    
      	 	
              11.1.6

            	
              No
                adverse material change has occurred in the business of the Company
                and/or
                in its assets and/or in its activities (hereinafter: “Adverse Material
                Change”) of the existence of which the Purchaser, after the matter has
                been brought to its attention by the Seller, has not pardoned.
                

            


    

    


    
      	 	
              11.1.7

            	
              Obtaining
                due approval of the Purchaser’s competent organs to its entering into this
                Agreement and performing its obligations in accordance with the provisions
                hereof, at the latest within 14 days from the date of signing of
                this
                Agreement.

            


    

    


    
      	 	
              11.2

            	
              The
                parties will act diligently and industriously in order to obtain
                the
                approvals set forth in sub-clauses 11.1.1 – 11.1.6 above within sixty
                (60) days from the date of signing of this Agreement (hereinafter:
                “the
                Date for Fulfillment of the Conditions Precedent”).

            


    

    


    
      	 	
              11.3

            	
              Notwithstanding
                the contents of Clause 11.1.7 above, if confirmation in writing is
                not
                delivered to the Seller stating that approval has been obtained from
                the
                Purchaser’s competent organs to its entering into this Agreement and
                performing its obligations pursuant to the provisions hereof within
                14
                days from the date of the signing of this Agreement, then the Agreement
                will be cancelled and no party will have any complaint and/or demand
                against the other.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              11.4

            	
              If
                notwithstanding the efforts of the parties all the conditions precedent
                are not fulfilled up to the Date for Fulfillment of the Conditions
                Precedent, then and in that event the Date for Fulfillment of the
                Conditions Precedent will be postponed for an additional period of
                thirty
                (30) days (“the
                Deferred Date for the Fulfillment of the Conditions Precedent
                ”).

            


    

    


    
      	 	
              11.5

            	
              If
                notwithstanding the efforts of the parties all the conditions precedent
                are not fulfilled up to and not later than the Deferred Date for
                the
                Fulfillment of the Conditions Precedent, then and in such event,
                this
                Agreement shall be treated as null and void and none of the parties
                will
                obtain any right or cause of action on the strength of this Agreement.
                Notwithstanding the foregoing, in the case of a conflict between
                the
                Deferred Date for the Fulfillment of the Conditions Precedent and
                the Date
                of Closing, and vice
                versa,
                this Agreement will lapse on the later of the aforesaid
                dates.

            


    

    


    
      	
              12.

            	
              Actions
                by the parties on the Date of Closing
                

            


    

    


    
      	 	
              12.1

            	
              On
                the Date of Closing at 10:00 a.m. the parties will meet at the office
                of
                attorneys Confino, Luchtenstein & Co., at Azrieli Center,
                38th
                floor of the Circular Tower, and will at one and the same time act
                to
                perform all the following
                operations:

            


    

    


    
      	 	
              12.1.1

            	
              All
                the approvals referred to in Clause 11 above will be exhibited to
                the
                parties.

            


    

    


    
      	 	
              12.1.2

            	
              A
                calculation shall be made of the Shares Sold in order to verify that
                they
                represent 51.5% of the Company’s capital on the basis of a full
                dilution.

            


    

    


    
      	 	
              12.1.3

            	
              The
                shareholders agreement as mentioned in Clause 4.14 above will be
                cancelled
                and a confirmation of the parties to the shareholders agreement to
                the
                effect that the shareholders agreement has been cancelled shall be
                exhibited.

            


    

    


    
      	 	
              12.1.4

            	
              A
                non-competition undertaking of Itzhak Mayo in the text of Appendix
                M
                to
                this Agreement shall be delivered.

            


    

    


    
      	 	
              12.1.5

            	
              The
                Seller shall cause a situation that the Shares Sold will be transferred
                from the Seller’s securities account to the Purchaser’s securities account
                the details of which it will furnish to the Seller not later than
                three
                (3) days before the Date of
                Closing.

            


    

    


    
      	 	
              12.1.6

            	
              The
                Purchaser shall pay the Seller the amount of the Consideration by
                way of a
                bank check or a bank transfer (confirmed) to the Seller’s bank account,
                the details of which the Seller will furnish to the Purchaser not
                later
                than three (3) days before the Date of
                Closing.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              12.1.7

            	
              The
                Seller shall deliver to the Purchaser and the Purchaser shall deliver
                to
                the Seller resolutions of its competent
                bodies.

            


    

    


    
      	 	
              12.1.8

            	
              The
                Seller shall furnish a written approval regarding cancellation of
                the
                management agreement between it and the Company dated January 1,
                2005,
                commencing from the Date of Closing, which contains confirmation
                in regard
                to there being no claims and demands in connection with the aforesaid
                agreement.

            


    

    


    
      	 	
              12.1.9

            	
              All
                the directors, apart from the external directors, shall resign from
                their
                office as members of the board of directors of the Company and shall
                confirm in writing that they do not have and will not have claims
                or
                allegations of any sort against the Company, and directors who will
                be
                proposed by the Purchaser will be appointed in their stead to the
                Company’s board of directors.

            


    

    


    
      	 	
              12.1.10

            	
              The
                Seller shall deliver to the Purchaser a document in the text of
                Appendix
                L
                pursuant to which the Seller will confirm and declare that to the
                best of
                its knowledge no adverse material changes have taken place in the
                Company
                and/or in its businesses and/or in its activities and/or in its financial
                condition and/or in its assets in the period from the date of signing
                of
                this Agreement and up to the Date of Closing, and that all the Seller’s
                representations are correct as at the Date of Closing as if given
                at that
                date.

            


    

    


    
      	 	 	
              12.1.11

            	
              All
                the relevant notices and reports which the parties and the Company
                are
                obliged to file in accordance with the provisions of any law will
                be
                submitted. The text of the notices will be coordinated in advance
                by the
                parties. 

            


    

    


    
      	 	
              12.2

            	
              All
                the acts that will be performed on the Date of Closing will be deemed
                to
                have been performed simultaneously. No separate act will be deemed
                to have
                been perfected, and no single document will be deemed to have been
                delivered, until all the acts at that time have been completed and
                all the
                documents delivered.

            


    

    


    
      	
              13.

            	
              Indemnity
                obligation 

            


    

    


    
      	 	
              13.1

            	
              The
                Seller undertakes to indemnify the Purchaser and/or the Company and
                to
                hold them harmless in respect of any damage and/or loss and/or shortage
                and/or deficit and/or expenses that may be incurred by the Purchaser
                and/or the Company, as the case may be, with this being after the
                obtaining of an absolute judgment on which there is no appeal
                (hereinafter: “Damage”)
                (where the identity of the indemnified party will be according to
                the
                Purchaser’s decision in writing) in respect of one or more of the
                following events:

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	 	
              General
                breach of
                representations

            


    

    


    
      	 	
              13.1.1

            	
              Any
                breach and/or inaccuracy in any of the representations and/or the
                declarations of the Seller.

            


    

     

    
      	 	 	
              Breach
                of financial statements
                representations

            


    

    


    
      	 	
              13.1.2

            	
              In
                every case in which it transpires, but not later than the end of
                33 months
                from the Date of Closing and subject to Clause 13.5 below, that the
                financial statements and/or the financial statements of the Company’s
                subsidiaries (hereinafter: “the
                Expanded Financial Statements”)
                are incorrect and/or are inaccurate and/or are incomplete according
                to the
                law and in accordance with the accounting principles which applied
                / apply
                at the time they were drawn up, and excluding adjustments that will
                be
                made in the Expanded Financial Statements for purposes of their being
                drawn up in accordance with international accounting standards (IFRS),
                and
                including in an event in which monetary debts and/or monetary payments
                have been imposed on the Company which originate and/or the cause
                of
                action for which preceded the Date of Closing and in respect of which
                full
                provision was not made in the Expanded Financial Statements or there
                was
                no separate express disclosure thereof in this Agreement or in the
                appendices hereto. The principle for indemnity in accordance with
                this
                sub-clause shall be restoration of the Company (on a consolidated
                basis)
                and/or the Purchaser to the position in which they would have been
                had the
                Expanded Financial Statements been correct and
                complete.

            


    

    


    
      	 	
              13.1.3

            	
              If
                the parties do not agree on the amount of the deviation, and for
                purposes
                of determining whether a conflict exists between the Expanded Financial
                Statements and the actual situation and the extent thereof, the arbiter
                shall decide whether there is a non-conformity as between the Expanded
                Financial Statements and the Expanded Financial Statements that there
                ought to have been, and if there was such non-conformity, the monetary
                extent thereof and the financial significance of each non-conformity
                shall
                be calculated separately, and the cumulative amounts of the deviation
                shall be referred to above and below as “Amount
                of the Deviation”.
                

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    General

    


    
      	 	
              13.2

            	
              The
                amounts of the indemnity that will be paid to the Purchaser and/or
                to the
                Company in respect of Damage and/or loss and/or shortage and/or deficit
                and/or an expense incurred by the Purchaser and/or the Company, shall
                be
                paid according to the Purchaser’s pro
                rata
                percentage holdings of the issued and paid-up share capital of the
                Company
                at the Date of Closing. In addition, if as a result of any grounds
                for
                indemnity as set forth above, the Purchaser is obliged to compensate
                and/or indemnify third parties to whom the Purchaser has transferred
                shares in the Company, the Sellers shall, severally and not jointly,
                indemnify the Purchaser in addition in the full amount of the indemnity
                to
                the third parties.

            


      	 	 	 


    

    
      	 	
              13.3

            	
              The
                Seller declares and undertakes that under all circumstances it will
                not be
                entitled to any right of recourse against the Company with any claim
                and/or allegation in respect of the indemnity required from it in
                accordance with the provisions of this Clause
                13.

            


    

    


    
      	 	
              13.4

            	
              It
                is agreed that in the event that any of the amounts of indemnity
                for which
                the Seller is liable pursuant to this Agreement is covered and/or
                actually
                paid by an insurance company and/or any third party, the Seller will
                not
                be required to pay those portions which are actually paid by an insurance
                company and/or any third party, provided that the Seller has not
                conferred
                on the insurance company and/or the third party a right of subrogation
                or
                of recourse to the purchasing party and/or the Company. The amount
                of the
                indemnity as stated in this Agreement is an additional layer to the
                insurance cover. It is agreed, that prior to an approach being made
                to the
                Seller pursuant to this Agreement, the Seller and/or the Company
                will
                apply to the insurance company for purposes of their damage being
                made
                good, but it shall be sufficient for the Seller’s claim being rejected by
                the insurance company in order to enable the Seller [sic – the
                Purchaser] to demand indemnity from the Seller without the necessity
                for
                conducting legal proceedings against the insurance
                company.

            


    

    


    
      	 	
              13.5

            	
              It
                is agreed that if the cumulative damage does not exceed NIS 500,000,
                the
                Purchaser will not be entitled to any payment in accordance with
                this
                clause.

            


    

    


    
      	 	
              13.6

            	
              It
                is hereby clarified that the validity of the Seller’s representations
                above will be in force for a period of 33 months only from the Date
                of
                Closing. After the elapse of this period, this clause will not apply
                to
                such representations, and the Purchaser will derive no right to indemnity
                in respect thereof. Notwithstanding the foregoing, the validity of
                the
                Seller’s representations in Clauses 4.1, 4.6, 4.12, 4.13, 4.16, 4.25,
                4.29B, 4.30, 4.31, 4.32 and 4.33 all the Seller’s remaining
                representations will be in force according to any
                law.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              13.7

            	
              Notwithstanding
                anything stated in this Clause 13, it is clarified that the amounts
                of
                indemnity that will be paid to the Purchaser (if and to the extent
                that
                same are paid) by the Seller, shall under no circumstances exceed
                the
                amount of the Consideration.

            


    

    


    
      	
              14.

            	
              Insurance
                arrangements and indemnity


            


    

    


    
      	 	
              14.1

            	
              Commencing
                from the Date of Closing, the Purchaser in its capacity as the holder
                of
                control in the Company and subject to the provisions of any law,
                shall
                cause a situation that during a period of up to the end of seven
                (7) years
                from the Date of Closing, the officers as defined in the Companies
                Law who
                have served in the Company at any time during the 7 years which preceded
                the Date of Closing (“Officers
                who have Retired”)
                will be insured in the scope of the officers liability insurance
                in
                respect of claims that are instituted for the first time against
                any of
                them during the insurance period (“claims made”) in connection with acts
                performed by them in the scope of their function as officers during
                a
                period of seven years preceding the Date of Closing in a valid policy
                for
                insurance of liability of officers (“the
                Insurance Policy”),
                or in a run-off insurance policy, at the election of the Company,
                the
                extent of the cover pursuant to which shall not be less than the
                extent of
                the insurance cover in the policy for insurance of liability of officers
                that exists at the date of signing of this Agreement or to an extent
                of
                cover which is not less than the extent of the insurance cover which
                will
                be effected in respect of the liability of officers who serve in
                the
                Company after the Date of Closing – at the election of the Company
                (provided that the limits of liability in the insurance that will
                be
                effected shall not be less than 5,000,000 US dollars), including
                cover for
                a retroactive period of seven (7) years previous. At the Seller’s request
                copies of the Insurance Policies will be delivered to
                it.

            


    

    


    For
      the
      avoidance of doubt it is hereby clarified that the Purchaser is entitled to
      effect such insurance together with officers liability insurance that is
      effected by it in respect of the liability of its officers and/or of other
      companies under its control and/or of the Purchaser’s parent company and/or of
      officers of the Company subsequent to the Date of Closing. Likewise, it is
      hereby clarified that the insurance that will be effected as aforesaid will
      not
      apply to claims that are instituted by virtue of circumstances in which a notice
      was given pursuant to any previous officers liability insurance or by virtue
      of
      circumstances that are likely to serve as grounds for a claim and were known
      at
      the Date of Closing.

    


    
      	 	
              14.2

            	
              Commencing
                from the Date of Closing, the Purchaser, in its capacity as holder
                of
                control in the Company and subject to the provisions of any law,
                undertakes to cause a situation that the deeds of indemnity that
                have been
                given by the Company to Officers who have Retired, will not be altered
                and
                will not be cancelled and that the Company will act in accordance
                with the
                provisions of the deeds of indemnity, to the extent that same relate
                to
                events that occurred prior to the Date of
                Closing.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              14.3

            	
              The
                status of the provisions of this Clause 14 shall have the status
                of the
                creation of a right in favor of a third party, namely: the Officers
                who
                have Retired.

            


    

    


    
      	
              15.

            	
              Agreed
                compensation 

            


    

    


    It
      is
      agreed between the parties that without derogating from any remedy available
      to
      any of the parties according to any law, a material breach of this Agreement
      which has not been cured after prior written notice of 30 days from the
      aggrieved party to the defaulting party, will entitle the aggrieved party to
      agreed pre-estimated liquidated damages in a sum of NIS 6,000,000 (hereinafter:
      “the
      Agreed Damages”).
      The
      Agreed Damages have been fixed by the parties after examination and
      consideration of the damage likely to be caused to them as a consequence of
      a
      breach of the Agreement and/or non-consummation of this Agreement as a result
      of
      a breach hereof as aforesaid.

    


    
      	
              16.

            	
              General
                undertaking to perform acts and to sign documents
                

            


    

    


    The
      parties undertake to perform all the acts and to sign all the documents, the
      approvals, the forms and the declarations, to whatever extent may be required,
      and which will be conducive for purposes of implementing the provisions of
      this
      Agreement. Without derogating from the generality of the foregoing, the parties
      undertake to comply with all the reporting obligations required by the Stock
      Exchange, the Securities Authority and the Registrar of Companies, to the extent
      that same are connected with the implementation of this Agreement.

    


    
      	
              17.

            	
              Taxes

            


    

    


    
      	 	
              17.1

            	
              Any
                tax or other levy, if and to the extent that same applies by virtue
                of the
                provisions of any law on a seller of securities, shall be borne by
                the
                Seller.

            


    

    


    
      	 	
              17.2

            	
              Any
                tax or other levy, if and to the extent that same applies by virtue
                of the
                provisions of any law on a buyer of securities, shall be borne by
                the
                Purchaser.

            


    

    


    
      	
              18.

            	
              Good
                faith 

            


    

    


    The
      parties undertake to act reciprocally and in good faith in the proper, just
      and
      effective implementation of this Agreement.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              19.

            	
              Headings
                to clauses 

            


    

    


    The
      headings to clauses, including the text thereof, have been devised and inserted
      solely for the sake of convenience. The headings will not serve as any evidence
      and the text thereof, the content and location thereof shall not bind either
      of
      the parties and/or have the effect of constituting evidence and/or grounds
      and/or support for the interpretation of the Agreement as may be argued by
      any
      of the parties.

    


    
      	20.	
              Drafts
                and deletions

            


    

    


    
      	 	
              20.1

            	
              Drafts,
                charts, presentations, declarations and other documents that have
                been
                exchanged between the parties prior to signing of this Agreement
                shall be
                deemed never to have been made and shall not serve in any manner
                or form
                as evidence or support for interpretation and/or for a
                claim.

            


    

     

    
      	 	
              20.2

            	
              If
                there are deletions in any of the provisions of this Agreement alongside
                which the parties have signed, the words that are the subject of
                the
                deletions shall be deemed never to have been written and it shall
                not be
                possible in any circumstances, conditions and situation, to rely
                on the
                words that are the subject of the deletions, including for purposes
                of
                interpreting this Agreement.

            


    

    


    
      	
              21.

            	
              Non-waiver
                of rights

            


    

    


    No
      conduct of any of the parties will be deemed to be a waiver of any of such
      party’s rights under this Agreement and/or according to any law, or as a waiver
      or acquiescence on its part to any breach or non-fulfillment of any of the
      terms
      and conditions of this Agreement by the other party, or as providing a
      postponement or extension or as an alteration, cancellation or addition of
      any
      term and condition, unless made expressly and in writing.

    


    
      	
              22.

            	
              Alteration
                and amendment of the Agreement


            


    

    


    No
      alteration, amendment and/or addition to this Agreement will be of any validity
      and shall be deemed not to have been made unless drawn up in writing and signed
      only by all the parties together. Verbal agreement in regard to cancellation
      of
      the provisions of this clause will be of no validity unless drawn up in writing
      and duly signed by the parties.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              23.

            	
              The
                arbiter

            


    

    


    The
      arbiter shall serve as an expert on behalf of the parties and not as an
      arbitrator, and his decision shall be binding on the parties without any right
      of appeal or objection. Should the arbiter as defined in this Agreement be
      prevented from serving as arbiter for any reason, then until such time as it
      has
      been mutually agreed on the identity of an alternative arbiter, the provisions
      of this Agreement in connection with the arbiter shall lapse and expire and
      the
      general law shall apply.

    


    
      	
              24.

            	
              Mediation

            


    

    


    
      	 	
              24.1

            	
              Any
                disputes that may arise between the parties in connection with the
                interpretation, implementation, performance, validity, voidness,
                enforcement of this Agreement and anything arising from this Agreement
                which has not been referred for the decision of the arbiter, and
                prior to
                the parties referring to traditional tribunals, the parties will
                take
                steps to achieve a resolution of the disputes that may arise between
                them
                through the mediator. 

            


    

    


    
      	 	
              24.2

            	
              The
                parties undertake to cooperate with the mediator, to act in the ordinary
                course and in good faith and to do everything in their power to achieve
                an
                agreed resolution of the disputes through the
                mediator.

            


    

     

    
      	 	
              24.3

            	
              If
                the parties do not succeed in reaching an agreed resolution of the
                disputes through the mediator, the parties will be entitled to refer
                to
                the competent court as mentioned in Clause 25 below, which will have
                sole
                and exclusive jurisdiction to adjudicate and decide on the
                lawsuit.

            


    

    


    
      	 	
              24.4

            	
              It
                is clarified that referral by the parties to mediation and/or the
                fact of
                one of the parties applying to the court (in the event that the mediation
                process is unsuccessful as aforesaid) does not release the parties
                from
                performance of their obligations in accordance with this
                Agreement.

            


    

    


    
      	
              25.

            	
              Jurisdiction
                

            


    

    


    Subject
      to the contents of Clause 24 of this Agreement in regard to mediation,
      jurisdiction on all matters pertaining to this Agreement and/or arising from
      this Agreement is conferred on the competent courts of Tel Aviv and on those
      courts only and not on other courts.

    


    
      	
              26.

            	
              Deductions
                of tax at source 

            


    

    


    Every
      payment that may be made pursuant to the provisions of this Agreement shall
      be
      paid subject to deductions of tax at source or against presentation of an
      exemption from deductions of tax at source.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              27.

            	
              Entire
                agreement 

            


    

    


    This
      Agreement and the appendices hereto contains, embodies and incorporates all
      the
      terms and conditions that are agreed between the parties. Any promises, written
      or verbal agreements, undertakings or representations in connection with this
      Agreement that were given or made by the parties prior to the signing of this
      Agreement, and which have not received detailed expression herein, do not have
      the effect of adding to the obligations and the rights of the parties as
      stipulated in this Agreement or as arising herefrom, derogating herefrom or
      altering this Agreement.

    


    
      	
              28.

            	
              Intertwined
                stipulations

            


    

    


    The
      obligations of the parties pursuant to the provisions of this Agreement and
      the
      appendices hereto are in the nature of being reciprocal stipulations within
      the
      meaning thereof according to any law.

    


    
      	29.	
              Prohibition
                on transfer of rights and obligations
                

            


    

    


    The
      rights and obligations of the parties pursuant to the provisions of this
      Agreement are not assignable or transferable, except in accordance with the
      provisions hereof.


    


    
      	
              30.

            	
              Confidentiality
                

            


    

    


    
      	 	
              30.1

            	
              The
                Purchaser undertakes, in the period until the Date of Closing, that
                it,
                its employees and anyone acting on its behalf, will not at any time
                make
                any use of any know-how or information of whatsoever nature, including
                professional and/or trade secrets, which are connected with the Company,
                except for the benefit of the
                Company.

            


    

    


    
      	 	
              30.2

            	
              The
                parties undertake to keep absolutely confidential all the conditions,
                stipulations, agreements, restrictions, rights and obligations contained
                in this Agreement, provided that each party will be entitled to disclose
                same to its consultants and advisors. Notwithstanding the contents
                of this
                clause, the parties will be entitled to pass on and/or to disclose
                any
                know-how or information if they require same for purposes of instituting
                legal proceedings and/or if they are called upon to do so in accordance
                with the provisions of any law and in particular in accordance with
                the
                provisions of the Securities Law and/or if they are called upon to
                do so
                by a competent authority according to law, including the Securities
                Authority and/or the Stock Exchange, all in relation to information
                or
                particulars required according to the provisions of the law and/or
                which
                are demanded from the party concerned by such authority, and to the
                extent
                to which it has been called upon to furnish or disclose
                same.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              30.3

            	
              Each
                of the parties undertakes that if the contractual arrangement covered
                by
                this Contract is cancelled, then it, its employees and representatives
                will maintain absolute secrecy and will refrain from divulging and/or
                exhibiting and/or transferring in any manner, directly or indirectly,
                whether themselves or through others, including anyone acting on
                their
                behalf, any professional, trade or other information, which is not
                part of
                the public domain and/or has not passed into the public domain, in
                connection with the activities of the other party and/or any information
                about the other party, and will not make any use of the aforesaid
                information in any way whatever, unless disclosure of the information
                is
                demanded by virtue of the provisions of any law or according to a
                demand
                of a competent authority. In addition, all the documents, the
                correspondence and any information of any sort that has been transferred
                between the parties within the scope of this contractual arrangement,
                shall be returned by each party to the other within 7 days from
                cancellation of the contractual arrangement for any
                reason.

            


    

    


    
      	
              31.

            	
              Non-competition
                

            


    

    


    
      	 	
              31.1

            	
              The
                Seller undertakes that commencing from the Date of Closing and until
                the
                elapse of a period of two years from that date, it will not compete,
                directly or indirectly, with the activities of the Company and/or
                with any
                of its businesses and/or with any of its activities as same apply
                at the
                date of signing of this Agreement.

            


    

    
      	 	
              31.2

            	
              Without
                derogating from the contents of Clause 31.1 above, the Seller undertakes
                that commencing from the Date of Closing and until the elapse of
                three
                years from that date, it will not contract, directly or indirectly,
                with
                Passabache and/or Vidro Ecologico for the supply of their products
                in
                Israel and that it will deliver to the Purchaser an identical undertaking
                on the Date of Closing (with respect to Clause 31.2 only) as against
                the
                Company from Mr. Itzhak Mayo which will be attached to this Agreement
                as
                Appendix
                M.

            


    

    


    
      	
              32.

            	
              Notices

            


    

    


    Any
      notice that may be sent by one party to the other shall be deemed to have
      reached the addressee party after four (4) days from the time of its posting
      by
      registered mail. Nothing in the foregoing shall derogate from the right of
      the
      party to deliver a notice to the other party in any other way, including,
      without limitation, via facsimile, by telex, through a messenger, and so
      forth.

    


    
      	33.	
              Addresses
                and changes

            


    

    


    The
      addresses of the parties for purposes of this Agreement are as set forth at
      the
      head of the Agreement. Each party will be entitled to change its address
      provided that it furnishes its alternative address by way of notice by
      registered letter of four (4) days in advance.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    In
      witness whereof the parties have hereunto signed

    at
      the place and on the date mentioned at the head hereof:

    


    
      	
              The
                Seller:

            	 	
              (
                - )  (
                - )

            	 	
              The
                Purchaser: 

            	 	
              (
                - ) Kfar Hasha'ashuim

              Central
                Warehouse Ltd. 

            	 
	 	 	
              Eldar
                Gil & Mahoney

              Assets
                Ltd. 

            	 	 	 	
              Kfar
                Hasha'ashuim

              Central
                Warehouse Ltd. 

            	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      

        ADDENDUM
          TO AGREEMENT DATED AUGUST 2, 2007

        


        MADE
          AND ENTERED INTO AT TEL AVIV ON THE 25TH
          DAY OF SEPTEMBER 2007

        


        BETWEEN:

        


        ELDAR
          GIL & MAHONEY ASSETS LTD.

        


        A
          company
          duly registered in Israel.

        Pvte.
          Co.
          51-3209932

        of
          7
          Menachem Begin Street, Ramat Gan

        (hereinafter:
          “Eldar
          Assets”
or
          “the
          Seller”)

        


        AND

        


        KFAR
          HASHA'AHUIM CENTRAL WAREHOUSE LTD.

        


        A
          company
          duly registered in Israel

        Pvte.
          Co.
          51-188490-0

        of
          Kibbutz Nir Eliyahu, D.N. Sharon Tikun

        (hereinafter:
          “the
          Purchaser”)

        


        
          	
                  WHEREAS

                	
                  on
                    August 2, 2007, the Seller and the Purchaser (hereinafter collectively:
                    “the
                    Parties”)
                    signed an agreement pursuant to which the Seller would sell to
                    the
                    Purchaser control in the company Naaman Porcelain Ltd., Publ.
                    Co.
                    520044389 (hereinafter: “Naaman”
                    and “the
                    Basic Agreement”)
                    and

                


        

        


        
          	
                  WHEREAS

                	
                  the
                    condition precedents for implementation of the Basic Agreement
                    which are
                    set forth in this Addendum have been fulfilled as at the date
                    of signing
                    of this Addendum; and

                


        

        


        
          	
                  WHEREAS

                	
                  the
                    Purchaser has completed the performance of the due diligence
                    examination
                    (as this term is defined in the Basic Agreement);
                    and

                


        

        


        
          	
                  WHEREAS

                	
                  in
                    accordance with the foregoing and subject to fulfillment of all
                    the
                    conditions precedent and the provisions set forth in this Addendum,
                    there
                    is no bar or impediment to the consummation of the sale transaction
                    and
                    fixing the date of closing; and

                


        

        


        
          	
                  WHEREAS

                	
                  the
                    parties wish to specify the conditions precedent and the actions
                    which
                    remain to be performed at the date of closing and to add a number
                    of
                    provisions to the existing provisions in the Basic Agreement,
                    as more
                    fully described below in this Addendum (hereinafter: “the
                    Addendum”);
                    

                


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        Now
          therefore it is agreed, declared and stipulated by the parties as
          follows:

         

        
          	
                  1.

                	
                  Preamble

                
	 	 	     
	 	
                  1.1

                	
                  The
                    terms appearing in this Addendum will have the same meaning ascribed
                    to
                    them in the Basic Agreement. 

                
	 	 	     
	 	
                  1.2

                	
                  The
                    provisions of the Basic Agreement will continue to apply to the
                    parties
                    and to the binding on them strictly according to the letter thereof,
                    except to the extent that same have been expressly altered in
                    this
                    Addendum and to the extent so altered.

                
	 	 	     
	
                  2.

                	
                  Due
                    Diligence Examination

                
	 	 	     
	 	
                  2.1

                	
                  The
                    Purchaser declares that it has completed the carrying out of
                    the due
                    diligence examination and it did not discover any material non-conformity,
                    but according to its contention it did discover a non-conformity
                    which is
                    not material, and the Purchaser waives the rights conferred on
                    it under
                    Clause 9.1 of the Basic Agreement in connection with the aforesaid
                    non-conformity which is not material.

                
	 	 	     
	 	
                  2.2

                	
                  Since
                    as stated in Clause 2.1 no material non-conformity was found
                    and the
                    Purchaser waives its rights in accordance with Clause 9.1 of
                    the Basic
                    Agreement in relation to the non-conformity which is not material
                    that was
                    found by it according to its contention, in the due diligence
                    examination,
                    the parties absolutely and irrevocably waive their rights as
                    set forth in
                    Clause 9 of the Basic Agreement.

                
	 	 	     
	
                  3.

                	
                  Additional
                    interest - purchase of additional
                    securities

                
	 	 	     
	 	
                  3.1

                	
                  In
                    addition to payment of the consideration, the Purchaser undertakes
                    to pay
                    interest at a rate equivalent to the rate of interest in the
                    finance
                    agreement between the Purchaser and an entity which provides
                    it with
                    finance for purposes of payment of the consideration (“the
                    Finance Agreement”)
                    in respect of the amount of the consideration (NIS 97,000,000),
                    for the
                    period from the date of signing of this Addendum and up to the
                    date of
                    closing (hereinafter: “Addition
                    of Interest”).
                    Notwithstanding the foregoing, it is agreed that if it is stipulated
                    in
                    the Finance Agreement that the finance will be linked to an index
                    and the
                    index goes down in the period from the date of signing of this
                    Addendum
                    and up to the date of closing, the Addition of Interest will
                    not be
                    effected thereby - in other words, the Addition of Interest will
                    be linked
                    to the index only if the index
                    rises.

                


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        


        
          	 	
                  3.2

                	
                  In
                    addition and subject to the Purchaser’s notice that will be given not
                    later than 3 days before the date of closing, the Purchaser is
                    given an
                    option to purchase from the Seller an additional quantity of
                    123,646
                    ordinary shares of NIS 1 par value and 14,046 warrants (Series
                    2)
                    (hereinafter: “the
                    Additional Securities”)
                    in consideration for payment of a sum of NIS 2,753,840 (hereinafter:
                    “the
                    Option Consideration”),
                    all within the time and on the conditions set forth in this Addendum
                    (hereinbefore and hereinafter: “the
                    Option”).

                
	 	 	   
	
                  4.

                	
                  The
                    sale transaction and consideration

                
	 	 	   
	 	
                  4.1

                	
                  On
                    the date of closing the Seller undertakes to sell and transfer
                    to the
                    Purchaser and the Purchaser undertakes to purchase the quantity
                    of the
                    Shares Sold, including any right and/or benefit connected with
                    the
                    quantity of the Shares Sold, where same are free and clear, with
                    this
                    being against payment of the consideration and the Addition of
                    Interest.

                
	 	 	  
	 	
                  4.2

                	
                  If
                    the Purchaser exercises the option, then on the date of closing
                    the Seller
                    undertakes to sell and transfer to the Purchaser, and the Purchaser
                    undertakes to purchase the quantity of the Shares Sold and the
                    Additional
                    Securities, including any right and/or benefit connected with
                    the quantity
                    of the Shares Sold and the Additional Securities, where same
                    are free and
                    clear, against payment of the consideration, the Option Consideration
                    and
                    the Addition of Interest.

                
	 	 	  
	
                  5.

                	
                  Fulfillment
                    of conditions precedent

                
	 	 	  
	 	
                  5.1

                	
                  The
                    conditions precedent for implementation of the Basic Agreement
                    as set
                    forth below have been fulfilled at the date of signing of this
                    Addendum,
                    and are attached as appendices to this Addendum in accordance
                    with the
                    following details:

                
	 	 	  
	 	
                  5.1.1

                	
                  As
                    stated in Clause 2 above, no material non-conformity was discovered
                    in the
                    due diligence examination carried out by the Purchaser.

                
	 	 	  
	 	
                  5.1.2

                	
                  The
                    Purchaser declares that due approval has been obtained from the
                    competent
                    organs of the Purchaser for its entering into the Basic
                    Agreement.

                
	 	 	  
	 	
                  5.1.3

                	
                  Approval
                    from the Commissioner which is contingent upon the sale of all
                    Naaman’s
                    holdings in Domo Ltd. (“Domo”)
                    is attached as Appendix
                    A1.

                
	 	 	  
	 	
                  5.1.4

                	
                  Written
                    approval of Bank Otsar Hahayal Ltd. to the transfer of control
                    in Naaman,
                    is attached as Appendix
                    A2.

                


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        


        
          	 	
                  5.1.5

                	
                  Written
                    approval of Excellence to the removal of the charge over the
                    Shares Sold
                    and over the Warrants Sold which are owned by the Seller, is
                    attached as
                    Appendix
                    A3.
                    In regard to this approval and implementation of the matters
                    stated
                    therein the parties will also act as stipulated in Clause 6.4
                    of the Basic
                    Agreement.

                
	 	 	 
	 	
                  5.1.6

                	
                  Consent
                    of the lessor Shmei Bar (F.R.) 1993 Ltd. and Nesher Israel Cement
                    Works
                    Ltd. in accordance with an agreement dated September 20, 2000,
                    and the
                    addendums thereto, to the transfer of control in Naaman, is attached
                    as
                    Appendix
                    A4.
                    

                
	 	 	 
	 	
                  5.1.7

                	
                  A
                    letter of consent regarding cancellation of the shareholders
                    agreement
                    mentioned in Clause 4.14 of the Basic Agreement, is attached
                    as
                    Appendix
                    A5.
                    

                
	 	 	 
	 	
                  5.1.8

                	
                  An
                    undertaking for non-competition from Yitzhak Mayo valid from
                    the date of
                    closing, is attached as Appendix
                    A6.

                
	 	 	 
	 	
                  5.1.9

                	
                  Confirmation
                    regarding cancellation of the management agreement between the
                    Seller and
                    Naaman, in force from the date of closing, is attached as Appendix
                    A7.

                
	 	 	 
	 	
                  5.1.10

                	
                  A
                    resolution of the board of directors of the Seller is attached
                    as
                    Appendix
                    A8.

                
	 	 	 
	
                  6.

                	
                  The
                    conditions precedent required to be fulfilled up to the date
                    of closing
                    and actions by the parties at the date of closing 

                
	 	 	     
	 	
                  The
                    conditions precedent, the actions and the obligations which remain
                    to be
                    performed at the date of closing are as follows:

                
	 	 	  
	 	
                  6.1

                	
                  The
                    Seller shall exhibit to the Purchaser written confirmation from
                    Naaman
                    evidencing the sale of all its holdings in Domo as required under
                    the
                    Commissioner’s approval.

                
	 	 	     
	 	
                  6.2

                	
                  The
                    Seller shall exhibit to the Purchaser confirmation from the Seller’s
                    attorneys that “Naaman” as defined in the Commissioner’s approval has
                    complied with the conditions set forth in the Commissioner’s
                    approval.

                
	 	 	     
	 	
                  6.3

                	
                  The
                    Purchaser shall exhibit to the Seller written confirmation that
                    commencing
                    from the date of closing, in its capacity as controlling shareholder
                    in
                    “Naaman”, it will comply with the conditions set forth in the
                    Commissioner’s approval.

                
	 	 	   
	 	
                  6.4

                	
                  A
                    calculation shall be made of the Shares Sold as specified in
                    Clause 12.1.2
                    of the Basic Agreement.

                


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        
          	 	
                  6.5

                	
                  An
                    approval shall be furnished from Israel Discount Bank Ltd. (“Discount”)
                    for transfer of control in Naaman, within the framework of which
                    there
                    will be no restriction in connection with the Shares Sold, including
                    in
                    restriction on pledging of Shares Sold and consent will be given
                    to the
                    pledging thereof to another entity, except in the event that
                    at the date
                    of closing Naaman does not have accounts at Discount and the
                    deeds of
                    undertaking of Naaman and the Seller to Bank Discount will not
                    be in force
                    accordingly at the date of closing.

                
	 	 	 
	 	
                  6.6

                	
                  The
                    Purchaser shall pay the Seller the consideration, the Addition
                    of Interest
                    and if it exercises the Option then the Option Consideration
                    will be
                    payable, as stated in Clause 3 and 4 above. The payments will
                    be effected
                    by way of a deposit to account 44309 of the Seller which is conducted
                    at
                    Excellence Nessuah Stock Exchange Services Ltd.

                
	 	 	 
	 	
                  6.7

                	
                  The
                    Seller will cause a situation that the quantity of the Shares
                    Sold and the
                    Additional Securities (to the extent that the Purchaser exercises
                    the
                    Option as aforesaid) will be transferred from the Seller’s securities
                    account to the securities account of the Purchaser, the details
                    of which
                    the Purchaser will notify the Seller by not later than October
                    28,
                    2007.

                
	 	 	 
	 	
                  6.8

                	
                  All
                    the directors, apart from the external directors, shall resign
                    from their
                    office as members of the board of directors of Naaman and will
                    confirm in
                    writing that they do not have and will not have claims or allegations
                    against the Company, and in their place the directors who will
                    be proposed
                    by the Purchaser will be appointed to the board of directors
                    of Naaman
                    (hereinafter: “the
                    Proposed Directors”).
                    Without derogating from the foregoing, and in addition, the Purchaser
                    undertakes that after performing of the closing, it will act
                    in its
                    capacity as controlling shareholder in the Company so that the
                    agenda of
                    the general meeting (as this term is defined in the Companies
                    Law,
                    5759-1999) which will be called for the first time after the
                    date of
                    closing, will include the appointment of the Proposed
                    Directors.

                
	 	 	 
	 	
                  6.9

                	
                  The
                    Seller will deliver to the Purchaser a document in the text of
                    Appendix
                    L
                    to
                    the Basic Agreement (no adverse changes in Naaman).

                
	 	 	 
	 	
                  6.10

                	
                  All
                    the relevant notices and reports which apply to the parties will
                    be given
                    by way of prior co-ordination.

                


        

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        7.            
          Date
          of closing

        


        In
          accordance with Clause 2 of the Basic Agreement, it is agreed by the parties
          that the date of closing will fall on October 31, 2007 or on such earlier
          date
          of which the Purchaser shall give notice.

        


        


        In
          witness whereof the parties have hereunto signed

        at
          the place and on the date written above.

        


        


        
          	
                  (-)

                	 	
                  (-)

                
	 	     	 
	
                  __________________________________

                	 	
                  _____________________

                
	
                  Eldar
                    Gil & Mahoney Assets Ltd.

                	 	
                  Kfar
                    Hasha'ashuim Central

                
	 	 	
                  Warehouse
                    Ltd.