EXHIBIT 4.5

            ADDENDUM TO THE AGREEMENT TO RECEIVE MANAGEMENT SERVICES

                  MADE AND EXECUTED IN YAVNE ON AUGUST 1, 2005

BETWEEN:             G. WILLI-FOOD INTERNATIONAL LTD.
                     of 3 Nahal Snir St., Yavne Industrial Zone
                     (hereinafter: "THE COMPANY")

                                                                 OF THE ONE PART

AND:                 ZVI W. & CO., LTD. (CORPORATE NO. 512715970)
                     of 3 Nahal Snir St., Yavne Industrial Zone
                     (hereinafter: "THE MANAGEMENT COMPANY")
                     or any wholly-owned company of Mr. Zvi Williger

                                                               OF THE OTHER PART

WHEREAS              Mr. Zvi Williger (hereinafter: "ZVI") serves as chairman of
                     the Board of directors of the Company and as COO of the
                     Company; and

WHEREAS              Zvi is a former employee of the Company and according to
                     Zvi's original employment agreement, which was approved on
                     March 28, 1997 by the Board of Directors and, on April 1,
                     1997 by the general meeting of the Company (which was on
                     that date still a private company), Zvi was entitled to
                     receive from the Company a vehicle and reimbursement of
                     expenses; and

WHEREAS              Zvi requested in June 1998 to provide the Company with
                     services, not as an employee, but through the medium of the
                     Management Company and as an independent contractor; and

WHEREAS              In 1998, the Audit Committee, the Board of Directors and
                     the general meeting of the Company approved a variation in
                     the terms of Zvi's employment in a manner whereby Zvi would
                     cease being an employee of the Company and start providing
                     management services to the Company through the medium of
                     the Management Company, in consideration for receiving
                     management fees in an amount equal to the costs to the
                     Company of employing Zvi prior to the variation; and

WHEREAS              An agreement to receive management services was made on
                     June 1, 1998 between the Company and the Management Company
                     to be in force until May 31, 2006, and which is annexed to
                     this Addendum as SCHEDULE "A" (hereinafter: "THE ORIGINAL
                     MANAGEMENT AGREEMENT") under which the Management Company
                     is entitled to receive management fees in an amount equal
                     to the cost to the Company of employing Zvi prior to the
                     variation mentioned above; and

WHEREAS              An error occurred in the Original Management Agreement and
                     the right of Zvi to receive from the Company a vehicle and
                     reimbursement of expenses was omitted from the Agreement,
                     despite the fact that these rights were not taken into
                     account in calculating the cost of the Company of employing
                     Zvi prior to the variation mentioned above and, therefore,
                     they were not included within the definition of the
                     management fees to which the Management Company is entitled
                     pursuant to the Original Management Agreement; and


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WHEREAS              Despite the omission from the original Management
                     Agreement, the Company effectually continued to provide a
                     vehicle for Zvi's use and reimburse him for his expenses;
                     and

WHEREAS              The parties are desirous of extending the term of the
                     Original Management Agreement, subject to modifications
                     arising from the present Addendum, as more particularly set
                     out below; and

WHEREAS              The parties are desirous of rectifying the error that
                     occurred in the Original Management Agreement, and embed
                     therein the right to use the vehicle and the right to
                     receive a reimbursement of expenses.

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

1.   PREAMBLE, SCHEDULES, AND HEADINGS

     1.1  The preamble to this Addendum constitutes an integral part hereof and
          is binding as equally as any of the terms thereof.

     1.2  The headings to the clauses do not form part thereof and have been
          inserted for ease of reference only and are not to be applied in
          interpreting the Agreement.

2.   EXTENSION OF THE ORIGINAL MANAGEMENT AGREEMENT TERM

     Clause 4 of the Original Management Agreement will be replaced by the
     following provisions:

     "4.1 The term of this Agreement is for an unlimited period, subject as
          provided in clauses 4.2 and 4.5 hereof (hereinafter: "THE AGREEMENT
          TERM").

     4.2  The Company and/or the Management Company will be entitled to bring
          the Agreement to an end at any time, and for any reason whatsoever,
          before the end of the Agreement Term, by giving prior written notice
          to the other party, as follows:

          4.2.1 The Company will be entitled to bring the Agreement to an end at
               any time for any reason whatsoever, by giving prior notice in
               writing that will be given to the Management company at least 18
               months in advance.

          4.2.2 The Management Company will be entitled to bring the Agreement
               to an end at any time by giving prior notice that will be
               delivered to the Company at least 180 days in advance.

     4.3  It is hereby agreed that the Company may waive the actual receipt of
          the management services from the Management Company for the duration
          of the prior notice period, but this will not serve to derogate from
          its obligation to continue to pay the Management Company the
          management fees and the remaining payments and rights due to the
          Management Company under this Agreement, including, and without
          limitation from the generality of the foregoing, a bonus, provision of
          a vehicle and the reimbursement of expenses mentioned in clause 5A
          hereof until the end of the prior notice term, as stated in clause
          4.2.1 or 4.2.2 above, as appropriate.

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     4.4  It is hereby agreed that in the event of the Management Company being
          the party that brings the Agreement to an end as stated in clause
          4.2.2 above, the Management Company will then be entitled to receive
          the management fees for the duration of an acclimatization period of 6
          months that will begin after the end of the prior notice period
          mentioned in clause 4.2.2, notwithstanding that it will not, during
          such six-month period, provide the Company with any management
          services.

     4.5  It is hereby agreed that if the Management Company will start
          providing the management services otherwise than by means of Zvi
          and/or in the event of the death or permanent and continuous loss of
          working capacity of Zvi (God forbid), the Company will be entitled to
          terminate the Agreement forthwith, without any prior notice.

     4.6  It is hereby agreed that if a receiving order or winding-up order
          issues against the Management Company or a temporary liquidator or
          temporary receiver is appointed for it or a liquidator or permanent
          receiver and/or a stay of proceedings order is issued at its petition
          or at the petition of any third party in a manner which prevents the
          Management Company from continuing to supply the management services,
          then Zvi will immediately start to work for the Company in exchange
          for the salary and social benefits the cost of which to the Company
          will be identical to the monthly management fees under this Agreement,
          as of such date, or alternatively, at the exclusive choosing of Zvi,
          Zvi will begin to supply the Company with management services by means
          of another company that is wholly-owned and controlled by him,
          pursuant to the conditions contained in this Agreement."

3.   VEHICLE AND ENTERTAINMENT EXPENSES

     Clause 5A will be added to the original Management Agreement in the
     following wording:

     "5A.1 The Company will provide for Zvi's use a vehicle that will be used
          for business and private purposes. The Company will bear all expenses
          relating to the handling and maintenance of such vehicle. The Company,
          at the discretion of the Board of Directors, may replace such vehicle
          from time to time.

     5A.2 Zvi will be entitled to full reimbursement of the expenses paid by him
          during the course of providing the management services to the Company,
          including entertainment expenses and reasonable travelling expenses in
          Israel and abroad, against presentation of receipts. Without
          derogating from the generality of the foregoing, Zvi will be entitled
          to full reimbursement of the telephone expenses at home and of the
          mobile telephone, including calls abroad, that are related to the
          provision of the management services to the Company."

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4.   GENERAL

     4.1  This Agreement was approved on July 20, 2005 by the general meeting of
          shareholders of the Company by the majority required according to
          section 275 of the Companies Law, 1999.

     4.2  All the remaining provisions of the Original Management Agreement will
          continue to apply without variation. In the event of any inconsistency
          between the provisions of the Original Management Agreement and those
          contained in this Addendum, the provisions contained in this Addendum
          will prevail.

              IN WITNESS WHEREOF THE PARTIES HAVE SET THEIR HANDS:

________________________________                 ______________________________
G. WILLI-FOOD INTERNATIONAL LTD.                      ZVI W. & CO., LTD.

                              PERSONAL UNDERTAKING

G. Willi-Food International Ltd.
3 Nahal Snir St.,
YAVNE

Dear Sir,

I, the undersigned, Zvi Williger, hereby declare that the provisions of the
above Addendum like those of the Original Management Agreement are acceptable to
me and I confirm that my guarantee for all the undertakings of the Management
Company according to the Original Management Agreement will continue to remain
in full force and effect also in relation to the above Addendum, and that my
undertaking contained in clause 4.5 of the above Addendum is agreed and accepted
by me.

                                                            Yours faithfully,

                                                            _____________
                                                            Zvi Williger

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