EXHIBIT 4.9

                                RENTAL AGREEMENT

                  made and signed in Yavne on February 16, 2006


BETWEEN:          G. WILLI-FOOD INTERNATIONAL LTD. (PUBLIC COMP. NO. 520043209)
                  of 3 Nahal Snir Street, Northern Industrial Zone, Yavne 81106
                  (hereinafter: "THE LESSOR")

                                                 AS THE PARTY OF THE FIRST PART;

AND:              GOLD FROST LTD. (PUBLIC COMP. NO. 520034828)
                  of 3 Nahal Snir Street, Northern Industrial Zone, Yavne 81106
                  (hereinafter: "THE LESSEE")

                                                AS THE PARTY OF THE SECOND PART;

Whereas           the Lessor owns the rights in a Logistics Center built on
                  property located in Yavne, in the north industrial zone, and
                  which is known as part of Parcel 3 in Block 5403, Plot No.
                  2035 on an area of approximately 19,016 m(2) (hereinafter:
                  "THE LOGISTICS CENTER");

and whereas       the Lessor is entitled to rent spaces in the Logistics Center
                  to tenants;

and whereas       the Lessee is interested in renting from the Lessor and the
                  Lessor is interested in renting to the Lessee, in unprotected
                  tenancy, rented premises in the LOGISTICS CENTER, and
                  everything for the purpose and under the terms specified
                  hereunder in this agreement;

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

1.   PREAMBLE

     1.1  The Parties' declarations, the Preamble and the Appendices constitute
          an integral part of this Agreement.

     1.2  The clause headings in the Agreement are for orientation and
          convenience only, and shall not be used for the interpretation
          thereof.

2.   DEFINITIONS AND APPENDICES

     2.1  In this agreement, the following terms shall have the following
          meanings:

          "THE RENTED PREMISES" - refrigeration rooms and offices in the
          Logistics Center, as detailed in APPENDIX A to this Agreement, which
          are demarcated in color in the diagram attached hereto as APPENDIX B
          to this Agreement, on a total area of 1,445 m(2). It is hereby
          clarified that determination of the area of the Rented Premises also
          took into account an addition for use of a relative part of the
          service areas in the Logistics Center.

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          "THE PURPOSE OF THE TENANCY" - Use of the Rented Premises for cold
          storage of products, as well as use of part of the Rented Premises as
          offices for conducting the Lessee's business on the Rented Premises.

          "POSSESSION DELIVERY DATE" - 4 days after receipt of Form 4.

          "THE RENTAL PERIOD" - 24 years and 11 months beginning from the
          Possession Delivery Date and ending on the Rented Premises Vacation
          Date.

          "RENTED PREMISES VACATION DATE" - Immediately following the end of the
          Rental Period in accordance with this Agreement, or upon cancellation
          of this Agreement under the circumstances stipulated in this Agreement
          or in any law.

          "DOLLAR" - one dollar of the United States of America.

          "ARREARS INTEREST" - The highest rate of interest that is determined
          from time to time at Bank Leumi Le-Israel Ltd. with respect to
          excessive credit utilization in customer accounts that are over the
          approved credit ceiling.

     To remove all doubt, it is hereby clarified that, as prescribed by law,
     value-added tax shall be added to each payment in accordance with the
     provisions of this Agreement.

     2.2  APPENDICES

          Appendix A -  Description and costs of the Rented Premises
          Appendix B -  Diagram
          Appendix C -  Technical specification

3.   THE PARTIES' DECLARATIONS

     3.1  The Lessor hereby declares that it is entitled to rent the Rented
          Premises to the Lessee, and it has no legal impediment to renting the
          Rented Premises to the Lessee.

     3.2  The Lessee hereby declares that it knows that this Agreement grants it
          the right to rent the Rented Premises only, that it does not now, nor
          will it in the future, have any additional rights whatsoever in the
          Logistics Center, that the Lessor shall be entitled to make any change
          or addition to the Logistics Center from time to time, to build
          additional floors in the Logistics Center, carry out additional
          construction, jobs and changes therein, to increase or change the
          service spaces in the Logistics Center, to create adjacent additions
          of any kind, to grant rights of any kind in the Rented Premises and
          service areas to any person and for any purpose whatsoever, everything
          at its sole discretion, and the Lessee hereby waives every demand or
          claim with respect to all these vis-a-vis the Lessor and/or vis-a-vis
          other lessees in the Logistics Center, insofar as there will be such,
          provided that these do not pose an ongoing, unreasonable hindrance to
          the management of the Rented Premises pursuant to the Purpose of the
          Tenancy.


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     3.3  In addition to the aforesaid, the Lessee hereby declares and
          undertakes, subject to the Lessor's declarations and the fulfillment
          of its obligations pursuant to this Agreement, that it has seen and
          examined the plot on which the Logistics Center will be built, and its
          surroundings and its planning status, and found them to be suited to
          its needs and purposes from all points of view and to its full
          satisfaction.

4.   THE TENANCY

     The Lessor hereby rents to the Lessee, and the Lessee hereby rents from the
     Lessor, the Rented Premises for the period and purpose detailed in this
     Agreement, and under the terms specified therein.

5.   EXCLUSION OF TENANTS' PROTECTION LAWS

     5.1  The tenancy, the Lessee and the Lessor are not protected by the
          Tenants' Protection Law or by any other law that exists or will be
          enacted in the future that protects the Lessee in any manner
          whatsoever, and the said laws and their amendments as well as the
          regulations and/or the orders that have been or will be promulgated
          pursuant thereto do not and will not apply to the tenancy and the
          Rented Premises, or to the Agreement.

     5.2  The Lessee hereby declares that it has not been asked and has not paid
          key money as it is defined in the Tenants' Protection Law or payments
          that may be construed or regarded as key money, and that all the jobs,
          changes, renovations, improvements and enhancements done to the Rented
          Premises - insofar as they will be done - are not and were not
          fundamental changes, and the provisions of Section C of the Tenants'
          Protection Law shall not apply to the Agreement.

6.   THE PURPOSE OF THE TENANCY

     The Lessee undertakes to use the Rented Premises solely for the Purpose of
     the Tenancy, neither to use nor to allow anyone to use the Rented Premises
     or any part thereof for any purpose other than the Purpose of the Tenancy.
     And without derogating from the generality of the aforesaid, the Lessee
     undertakes not to conduct any business on the Rented Premises other than
     that which is specified in the Purpose of the Tenancy.


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7.   THE RENTAL PERIOD

     7.1  The Lessor hereby rents to the Lessee, and the Lessee hereby rents
          from the Lessor, the Rented Premises for the Rental Period, and in
          accordance with the provisions below.

     7.2  The Lessee shall be entitled, at any time, to shorten the Rental
          Period by notifying the Lessor in writing 6 months in advance, and the
          Lessee will vacate the Rented Premises at the end of the
          aforementioned 6 months.

     7.3  The Lessor will be entitled, at any time, to shorten the Rental Period
          by notifying the Lessee in writing 12 months in advance, and the
          Lessee will vacate the Rented Premises at the end of the
          aforementioned 12 months.

8.   THE RENTAL FEE

     8.1  The Lessee undertakes to pay the Lessor during the Rental Period,
          every month, a rental fee for the Rented Premises.

     8.2  For its use of the Rented Premises during the Rental Period, the
          Lessee shall pay the Lessor a monthly rental fee in NIS equivalent to
          18,084$ (eighteen thousand and eighty four dollars) according to the
          representative dollar rate on the payment date, according to the
          details in APPENDIX A to this Agreement, for each month during the
          Rental Period, plus VAT (hereinafter: "THE RENTAL FEE").

     8.3  The Rental Fee will be paid on the first day each calendar quarter, in
          advance for the three months beginning on that date. Should any
          payment date fall on a Saturday or a holiday, the Rental Fee will be
          paid on the first business day thereafter.

     8.4  The Lessee undertakes to pay the Lessor the Rental Fee throughout the
          Rental Period, even if for any reason whatsoever, it shall not use the
          Rented Premises during the Rental Period or any part thereof.

     8.5  A delay of over 15 (fifteen) days in paying the Rental Fee will
          constitute a material breach of the Agreement.

9.   ADAPTING THE RENTED PREMISES TO MEET THE LESSEE'S NEEDS

     9.1  The Lessor undertakes to implement, at its own expense, adaptation
          jobs on the Rented Premises in accordance with the technical
          specification attached to this Agreement as APPENDIX C and install
          therein the installations detailed in the aforementioned specification
          (hereinafter: "THE ADAPTATION JOBS"). The Adaptation Jobs will be
          implemented by the Lessor with the proper expertise and good
          materials, using good, skilled professionals who are licensed and
          experienced at working in their profession. The aforesaid shall not be
          construed as derogating from the Lessor's right to build by means of
          skilled contractors and/or subcontractors who are licensed and
          experienced at working in their profession.


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          The Lessor undertakes to scrupulously uphold the provisions of any
          applicable law with respect to implementation of the Adaptation Jobs
          and to fulfill the demands of the Competent Authorities, including the
          Local Authority, the Firefighting Department, Civil Defense, the
          Israel Police Department, the Electric Company and Bezeq with respect
          to the implementation thereof.

     9.2  The Lessor undertakes to complete the Adaptation Jobs at the Rented
          Premises by the Possession Delivery Date.

     9.3  The Lessor undertakes to deliver possession of the Rented Premises to
          the Lessee on the Possession Delivery Date whilst it is vacant of all
          persons and belongings and complete in accordance with APPENDIX C, and
          whilst it is worthy of use for the Rental Purpose. Without derogating
          from the generality of the aforesaid, it is hereby explicitly agreed
          that, on the Possession Delivery Date, the Rented Premises will be
          clean and ready for immediate use, whilst it is connected to the
          electrical, sewage, water, communication and telephone systems, and
          whilst it is worthy of occupancy and use in accordance with any law,
          after all the requisite approvals have been given for the Rented
          Premises, including and without derogating from the generality of the
          aforesaid, Form 4, approval by the Electric Company and the Standards
          Institute, approval by a safety engineer. The Lessee also undertakes
          that on the Possession Delivery Date all the access roads to the
          Rented Premises will be whole and in good condition.

10.  MANAGING THE LOGISTICS CENTER

     The Lessee undertakes to fully carry out each provision, instruction,
     permit and/or prohibition that apply or will apply from time to time to the
     Logistics Center, including each repair and/or change therein, as it will
     be determined from time to time at the Lessor's sole discretion. The Lessee
     undertakes not to do anything by itself and/or allow anyone to do anything
     in or related to the Rented Premises that contradicts the aforesaid.

11.  MAINTAINING THE RENTED PREMISES

     11.1 The Lessee undertakes to maintain the Rented Premises, including
          equipment and installations that serve the Rented Premises and which
          are situated therein, in good and proper condition and at a high level
          and quality that are suitable for the Logistics Center. The Lessee
          undertakes to avoid causing any damage or impairment to the Rented
          Premises or its installations, and to immediately repair, by itself
          and at its own expense, any defect, impairment or damage that is
          caused as stated above by itself and/or by anyone acting on its behalf
          and/or by any other person, such that the situation will return to the
          way it was in accordance with the standard that prevailed before the
          defect or impairment or damage occurred.


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     11.2 The Lessee undertakes that all the equipment, accessories and other
          installations it brings into the Rented Premises will be of a level
          and quality that are suited to a first-class business of the type
          conducted by the Lessee and suited to the level of the Logistics
          Center.

     11.3 If the Lessee does not make the repairs as stated above in Clause 11.1
          and/or does not make said repairs properly and/or does not act as
          stated above in Clause 11.2, the Lessor shall be entitled, though not
          obliged, to make each repair and perform each action as it sees fit
          for the purpose of repairing the damage and/or placing the Rented
          Premises on the proper level and quality as stated above and/or
          returning the situation to the way it was, at the Lessee's expense.

          The Lessee shall pay, immediately following the first request by the
          Lessor and without delay, each sum that the Lessor has spent in
          carrying out the aforesaid. The Lessor's invoices will constitute
          irrefutable proof of their accuracy.

          The Lessor and/or anyone acting on its behalf shall be entitled to
          enter the Rented Premises in order to exercise the Lessor's right as
          stated above in this clause.

     11.4 The Lessee undertakes to carry out the provisions of any law,
          regulation, order or municipal law with respect to the Rented Premises
          and the maintenance and use thereof. The Lessee undertakes not to do
          and/or permit anyone to do anything in the Rented Premises or any part
          thereof or with respect thereto that may constitute a hazard or
          nuisance or to cause damage or inconvenience to the Lessor and/or the
          Logistics Center and/or any other person, and the Lessee shall bear
          all the consequences of a breach of these obligations.

     11.5 The Lessee undertakes to keep the Rented Premises and their immediate
          surroundings clean and conduct its business solely within the bounds
          of the Rented Premises. The Lessee undertakes not to place movable
          property and/or any other thing outside the Rented Premises, and not
          to cause any hazard, nuisance, inconvenience or unpleasantness to the
          Lessor and/or any other person. The Lessee shall bear all the fines
          that will be imposed by a municipal and/or other Authority for a
          breach of the provisions of this clause. If fines are imposed on the
          Lessor for an act or omission by the Lessee, the Lessee shall
          indemnify the Lessor for the full amount of the fines, plus arrears
          interest for the period beginning on the date of payment of the fine
          by the Lessor and ending on the date of payment of the indemnity.


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     11.6 For the purpose of accessing the Rented Premises, the Lessee
          undertakes to use only the stipulated and marked access roads. The
          Lessee undertakes to park vehicles and transport vehicles only in the
          designated places, and not to use any vehicle and/or other transport
          means that is liable to damage and/or harm the access roads at the
          Logistics Center, and also to avoid using transport means that are
          liable to harm the service areas. The Lessee undertakes to carry out
          each instruction that is given by the Lessor and/or anyone acting on
          its behalf, from time to time, with respect to access to the Rented
          Premises and their surroundings.

          The Lessee also undertakes to use the service areas only, and the
          access roads especially intended for same, in order to transfer goods
          and/or equipment to and from the Rented Premises, and also in order to
          dispose of refuse.

     11.7 The Lessee undertakes to ensure that its employees and any other
          person acting on its behalf wears proper attire, and appears and
          behaves in a proper, civilized, quiet, orderly and clean manner at the
          Logistics Center, in accordance with the nature of the Logistics
          Center.

12.  LICENSING AND LICENSES

     12.1 The Lessee hereby declares that it is sufficiently well versed in its
          business and the required conditions in order to obtain every license
          and/or approval and/or permit for the purpose of running said
          business, and that before signing this Agreement, it has looked into
          the possibility of obtaining the licenses, permits and approvals it
          needs in order to run the Rented Premises according to the Purpose of
          the Tenancy.

     12.2 The Lessee undertakes to obtain all the licenses and/or permits and/or
          approvals it needs in order to run and/or manage its business on the
          Rented Premises, from each municipal and/or local and/or government
          and/or other Authority and maintain their validity throughout the
          Rental Period. The Lessee declares that the Lessor is bears no
          responsibility for obtaining for it any license and/or permit and/or
          approval as stated above.

13.  PERFORMING JOBS ON THE RENTED PREMISES

     13.1 The Lessee undertakes not to carry out any internal and/or external
          change to the Rented Premises, not to make any addition, not to
          destroy any part of the Rented Premises, and/or any of its
          installations, and not to allow anyone to carry out any change and/or
          addition and/or renovation and/or destruction, including changes to
          the structure, form or any other change and/or modification to the
          inside or outside of the Rented Premises, without obtaining the
          Lessor's advance written consent, which the Lessor will given, or not
          give, at its sole and absolute discretion, and without having to give
          reasons for its decision. The Lessor shall be entitled to prevent the
          performance of any act that contradicts this clause, as well as to
          destroy and remove any change, addition and renovation that have been
          performed in a manner that is not in accordance with this clause, and
          everything at the Lessee's expense.


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     13.2 The Lessee undertakes that each job and/or action that is performed by
          it or by anyone acting on its behalf, whether for its purposes or for
          any other purpose, will be performed in a manner that does not entail
          unreasonable noise or inconvenience or nuisance.

          Without derogating from the Lessee's liability as stipulated in this
          Agreement, the Lessee shall be liable for all damage of any kind that
          is caused to the Lessor and/or the Rented Premises and/or the
          Logistics Center and/or the property and/or any person for performance
          of and/or during jobs, bear the cost of each repair that is required
          and pay said cost immediately following the Lessor's request, and
          compensate the injured party for all damage it has incurred.

     13.3 Every change, addition, renovation and/or repair that has been made by
          the Lessee during or before the Rental Period, and everything that is
          connected to the Rented Premises will transfer to the Lessor's
          possession at the end of the Rental Period or upon termination of this
          Agreement. The Lessee shall not be entitled to any payment whatsoever
          for the materials or for performance of these jobs and it hereby
          waives all claims and/or demands with respect thereto. Should the
          Lessor demand that the Lessee return the Rented Premises to the state
          it was in prior to the signing of this Agreement, the Lessee shall do
          so at its own expense.

     13.4 The Lessee undertakes to enable the Lessor and/or anyone acting on its
          behalf to enter the Rented Premises at any time in order to examine
          the Rented Premises and/or in order to perform therein jobs and
          repairs of any kind whatsoever, including the opening of walls,
          floors, ceilings and other parts of the Rented Premises, the
          replacement and repair of installations and piping to connect thereto,
          the performance of any job that is required in the Lessor's opinion.
          Should the Lessor perform the aforementioned jobs, it shall make every
          effort to ensure that the disturbance to the Lessee is minimal and
          that the Rented Premises are returned to their previous state as soon
          as possible.

14   TAXES AND OTHER PAYMENTS

     14.1 The Lessee undertakes that, throughout the Rental Period, it shall pay
          all the taxes, fees, municipal taxes, and compulsory levies that are
          imposed and will be imposed, whether directly or indirectly (including
          by means of billing the entire Logistics Center), according to its
          relative share of the floor space of the Logistics Center (minus the
          service areas), which, as at the date of signing this Agreement, is
          16.8%. Every aforementioned payment shall be made by the Lessee,
          whether directly or indirectly (to the Lessor), on the binding date
          for payment thereof.

          Without derogating from the generality of the aforesaid, the Lessee
          undertakes to bear the payments and expenses for municipal taxes and
          water - according to the relative share of the Rented Premises out of
          the Logistics Center as at the date of signing this Agreement, i.e.
          16.8% of the expenses involving municipal taxes, water and sewage
          fees.


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     14.2 The Lessee undertakes that, throughout the Rental Period, it shall
          bear all the payments and expenses for electricity, water, gas and
          fuel supply, as well as telephone service, insurance and every other
          expense related to its use of the Rented Premises and the running
          thereof, in full and on time.

          Without derogating from the generality of the aforesaid, the Lessee
          undertakes to bear the payments and expenses for electricity according
          to its actual consumption thereof. To that end, a separate electricity
          meter for the Rented Premises will be installed.

     14.3 Insofar as any of the payments or expenses apply to the Lessee
          directly and for which receipts and/or confirmations are issued, the
          Lessee undertakes to show the Lessor, from time to time, at the
          Lessor's request, all the receipts and/or confirmations that prove
          that it has indeed paid the payments to which it is subject in
          accordance with this Agreement, and, at the end of the tenancy, to
          leave the Lessor with copies of all receipts and/or confirmations as
          stated above.

15.  LIABILITY AND INDEMNIFICATION

     15.1 The Lessor and anyone coming and/or acting on its behalf shall not be
          liable in any way for any damage and/or injury caused to the Lessee
          and/or its business and/or its property, including and without
          derogating from the generality of the aforesaid, damage or injury
          caused by the entry of the Lessor and/or anyone acting on its behalf
          into the Rented Premises for any of the purposes detailed in this
          Agreement, unless said damage is caused as a direct result of
          negligence on the part of the Lessor and/or its employees.

          The Lessee hereby waives all claims, demands and contentions, as
          stated above, toward the Lessor.

     15.2 To remove all doubt, and without derogating from the aforesaid in
          Clause 15.1, it is hereby clarified that the Lessor and anyone coming
          and/or acting on its behalf shall not bear any liability whatsoever
          and/or indebtedness whatsoever for bodily damage and/or loss and/or
          property damage of any kind that is caused to the Lessee and/or its
          employees and/or anyone acting on its behalf, except under the
          circumstances detailed in Clause 15.1 above.

     15.3 The Lessee only shall bear liability for all losses and/or damage
          caused to the Rented Premises and/or the Logistics Center and/or its
          contents and/or any person and/or corporation, including its employees
          and/or the Lessor and/or anyone acting on its behalf and/or any other
          person, due to the running of its business on the Rented Premises
          and/or from the maintenance and/or use of the Rented Premises, and/or
          from any other act or omission by the Lessee.


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       15.4     The Lessee undertakes to compensate and/or indemnify the Lessor
                for all damages and/or expenses that it will pay and/or may
                undertake to pay or be forced to pay due to any damage caused
                under the circumstances that do not establish the Lessor's
                liability as specified in Clause 15.1 above.

       15.5     The Lessee undertakes to compensate and/or indemnify the Lessor
                for all damages or expenses it incurs due to a lawsuit filed
                against it, be it civil or criminal, and stems from the need to
                defend itself against said lawsuit, insofar as same results from
                nonfulfillment of the Lessee's obligations pursuant to this
                Agreement or a breach of said obligations, including any damage
                claim that is not within the scope of the circumstances that
                establish the Lessor's liability as specified in Clause 15.1
                above.

16.  INSURANCE - cancelled

17.  VACATING THE RENTED PREMISES

     17.1 The Lessee undertakes that it shall vacate the Rented Premises on the
          Rented Premises Vacation Date and deliver possession thereof to the
          Lessor and/or anyone appointed by the Lessor, whilst the Rented
          Premises are empty of all persons and objects belonging to the Lessee,
          and neat and clean.

     17.2 Without derogating from any other right granted to the Lessor by this
          Agreement and/or in accordance with any law, the Lessee undertakes
          that, should it fail to vacate the Rented Premises as stated above in
          Clause 17.1, it shall pay the Lessor for the period between the Rented
          Premises Vacation Date and its actual vacation thereof, a sum that is
          equivalent to twice the daily Rental Fee for each day of delay in
          vacating the Rented Premises. The Lessee declares that this sum has
          been determined and agreed between the parties as stipulated,
          pre-estimated, damages that have been prudently set by the parties as
          the reasonable sum for damage incurred by the Lessor due to the
          Lessee's failure to vacate the Rented Premises on the Rented Premises
          Vacation Date, without derogating from the Lessor's right to be
          awarded any other remedy due it in accordance with the Agreement
          and/or the law.

18.  BREACHES, REMEDIES, AND NULLIFYING THE AGREEMENT

     18.1 This Agreement is subject to the provisions of the Contract Law
          (Remedies for Breach of Contract), 1970.

     18.2 Without derogating from the aforesaid in this Agreement, and with each
          remedy granted to the Lessor in accordance therewith, should the
          Lessee be in arrears with respect to one of the payments it is obliged
          to make in accordance with this Agreement, the following provisions
          will apply:


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          18.2.1 Each sum owed by the Lessee to the Lessor in accordance with
               this Agreement, and which is paid late, will bear collection
               expenses and Arrears Interest beginning from the binding date for
               payment pursuant to this Agreement and ending with the actual
               payment, plus value-added tax as required by law, without
               derogating from any right and/or other remedy granted to the
               Lessor in accordance with the provisions of this Agreement and/or
               any law.

          18.2.2 Should the Lessee fail to fulfill any of its obligations
               pursuant to this Agreement as regards payments it owes to any
               third party whomsoever, the Lessor shall be entitled, though not
               obliged, following advance notification to the Lessee, to pay any
               aforementioned payment and/or charge at its discretion and charge
               the Lessee for any sum it has paid, as stated above, plus index
               linkage differentials calculated from the day of payment until
               receipt of the actual reimbursement, plus a 10% (ten percent)
               handling fee, and the Lessee undertakes to pay the Lessor the
               aforementioned sum immediately following the Lessor's first
               request.

          18.2.3 Each delay in any payment that the Lessee is obliged to pay the
               Lessor according to this Agreement, that exceeds 21 (twenty-one)
               business days shall be considered a material breach of this
               Agreement.

     18.3 The Lessor shall be entitled to immediately nullify the Agreement
          should one of the following events occur:

          18.3.1 Any bailiff's proceedings whatsoever have been instituted
               against the Lessee, and these have not been canceled within 60
               (sixty) days.

          18.3.2 Bankruptcy and/or liquidation proceedings and/or suspension of
               proceedings have been instituted against the Lessee, and these
               have not been canceled within 45 (forty-five) days.

          18.3.3 A receiver has been appointed for the Lessee and/or its
               property, and said appointment has not been canceled within 45
               (forty-five) days.

          18.3.4 A judicial closure order has been issued for the Lessee's
               business and has not been cancelled within 14 days.

19.  TRANSFERRING RIGHTS

     19.1 The Lessee shall not be entitled to deliver and/or transfer and/or
          lease and/or assign and/or convert and/or mortgage and/or pledge its
          rights in accordance with this Agreement and/or to allow any third
          party whomsoever to use and/or possess the Rented Premises or any part
          thereof and/or to involve any third party whomsoever in its possession
          of the Rented Premises or in the use thereof or in the deriving of
          pleasure therefrom, be it directly or indirectly, be it for
          consideration or not for consideration.


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     19.2 The Lessor shall be entitled to transfer its rights according to this
          Agreement and/or to sell the Rented Premises, provided that the
          Lessee's rights according to this Agreement are not infringed upon as
          a result, and provided that it informs the recipient of the rights
          and/or the Buyer (as applicable) of the existence of this Rental
          Agreement, and the recipient of the rights and/or the Buyer assumes
          all the Lessor's obligations and rights vis-a-vis the Lessee according
          to this Rental Agreement and delivers a copy of the Buyer's
          aforementioned approval to the Lessee. Should the Lessor's rights be
          transferred as stated above, the Lessor shall notify the Lessee of
          same in writing.

20.  GENERAL

     20.1 All the payments that the Lessee must make to the Lessor according to
          this Agreement will be paid by the Lessee to the Lessor at its offices
          or any other location determined by the Lessor.

     20.2 For each payment remitted by the Lessee in accordance with this
          Agreement, the Lessee shall add, at the time of payment, value-added
          tax as required by law, and receive a legal tax invoice for same.

     20.3 The Lessor is entitled to offset any sum due it from the Lessee and/or
          which the Lessee has undertaken to pay according to this Agreement
          and/or any sum required for the fulfillment of any of the Lessee's
          obligations according to this Agreement, from any sum due the Lessee
          and/or to which it is entitled in its account.

     20.4 The Lessee shall not be entitled to offset sums that it is entitled to
          receive from the Lessor, from sums due the Lessor, if there are any,
          unless the offset is performed vis-a-vis the Lessor for sums that it
          has agreed that the Lessee is entitled to receive from it.

     20.5 There will be no validity to any waiver, absolution or extension that
          have been given or implemented by the Lessor unless they have been
          implemented explicitly and in writing, and no one may deduce or
          understand a waiver, absolution or extension of any breach of this
          Agreement by the very act or omission that is not an explicit, written
          notification. A delay or avoidance of the use of any right granted to
          the Lessor according to this Agreement will not be considered
          impediments toward it by the Lessee.

          A written waiver in any case whatsoever will not be construed by
          anyone as learning comparison by analogy with respect to another
          matter, and no one may deduce therefrom with respect to any other
          waiver by that party.


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<PAGE>


     20.6 This Agreement nullifies all previous agreements between the parties,
          whether they have been given, implemented or reached orally or in
          writing. No amendment to this Agreement will be valid unless it has
          been put in writing and signed by the parties to this Agreement.

21.  ADDRESSES AND NOTIFICATIONS

     21.1 The parties' addresses for the purposes of this Agreement are as
          stated in the Preamble to this Agreement.

     21.2 Any notification given in accordance with the aforesaid in this
          Agreement will be written and sent by one party to the other via
          registered mail or hand-delivered and will be considered delivered
          within a reasonable time for said notification to arrive at it the
          addressee's destination.

AND IN WITNESS WHEREOF, THE PARTIES HERETO HAVE AFFIXED THEIR SIGNATURES:

------------------------------------                     -----------------------
          G. WILLI-FOOD                                     GOLD FROST LTD.
       INTERNATIONAL LTD.

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<PAGE>

                                   APPENDIX A

                  DESCRIPTION AND COSTS OF THE RENTED PREMISES
                                                                         ONGOING
                                     UNIT OF      NO. OF    MONTHLY PER  MONTHLY
                                   MEASUREMENT    UNITS(1)   UNIT COST     COST
                                   -----------    --------  ----------    -----

Frozen warehouse (-18 degrees)    M(2) per month     308      $15.00    $ 4,620

Chilled warehouse (0-4 degrees)   M(2) per month     546      $12.00    $ 6,552

Entrance warehouse (0-4 degrees)  M(2) per month     374      $12.00    $ 4,488

Cheese cutting (12 degrees)       M(2) per month     187      $12.00    $ 2,244

Operations offices                M(2) per month      30      $ 6.00    $   180

TOTAL                                              1,445                $18,084

NOTE:

(1)  The spaces include relative loading of the service areas - APS, toilets,
     dressing rooms, rubbish, elevators, stairs, kitchenette, dining room,
     forklift loading, etc.


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<PAGE>


                                   APPENDIX C

                             TECHNICAL SPECIFICATION

THE BUILDING CONTENTS:

     (1)  Refrigeration system in the various areas, as follows:

          a.   LEVEL 0.0

               i.   Frozen warehouse: -18 degrees Celsius

               ii.  Chilled warehouse: 0 to 4+ degrees Celsius

               iii. "0" Room: 0 to 4+ degrees Celsius

          b.   LEVEL 7.5

               i.   Cheese cutting room: 12+ degrees Celsius

     (2)  Doors of various types at all the openings

     (3)  Sealing sleeves at all the external openings

     (4)  Two height equalizers

     (5)  Firefighting system + firefighting equipment

     (6)  Shelf system according to the specification in the diagram, storage
          height - 10.90 m.

     (7)  Air conditioned rooms for the manager + a clerk

     (8)  Cheese cutting room including an epoxy floor, water drainage in the
          floor, a sink including marble, and electricity supply for the cutting
          machines and the packing machines


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