20-F









                                                                    EXHIBIT 4.12

                               DATED 2 MARCH 2006

               (1)  G WILLI-FOOD INTERNATIONAL LIMITED

               (2)  GOLD FROST LTD

               (3)  THE DIRECTORS OF GOLD FROST LIMITED

               (4)  CORPORATE SYNERGY PLC




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                   SHARE LOCK-IN AND ORDERLY MARKET AGREEMENT

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                                    CONTENTS

Clause
                                                                            Page

1     LOCK-IN AND ORDERLY MARKET                                              2

2     POWER TO ENTER INTO THIS AGREEMENT                                      4

3     COUNTERPARTS                                                            4

4     CHOICE OF LAW                                                           4

5     ADDRESS FOR SERVICE                                                     5


                                       2







THIS AGREEMENT is dated 2 March 2006

BETWEEN:

(1)  G WILLI-FOOD INTERNATIONAL LTD (a company which is incorporated and
     registered in Israel with registered no. 520043209) whose registered office
     is at 3 Nahal, Snir Street, Yavne 81106, Israel (the "COVENANTOR");

(2)  GOLD FROST LTD (a company which is incorporated and registered in Israel
     with registered no. 52-003482-8) whose registered office is at 3 Nahal,
     Snir Street, Yavne 81106, Israel (the "COMPANY");

(3)  THE PERSONS whose names are set out in the schedule to this agreement (the
     "DIRECTORS"); and

(4)  CORPORATE SYNERGY PLC (incorporated in England and Wales with registered
     no. 2617599) whose registered office is at 30 Old Broad Street, London EC2N
     1HT ("CS").

BACKGROUND:

(A)  The Company is to apply to London Stock Exchange plc (the "EXCHANGE") for
     its entire ordinary share capital to be admitted to trading on the AIM
     market of the Exchange ("ADMISSION").

(B)  At the request of the Company and CS, the Covenantor has agreed not to
     dispose of the 40,000,000 ordinary shares of NIS 0.01 each in the capital
     of the Company ("ORDINARY SHARES") which are at the date of this agreement
     registered in its name or over which it controls the voting rights or in
     which it has a beneficial interest, all ordinary shares arising from the
     exercise of options or convertible loan notes or similar rights granted to
     the Covenanter to subscribe for or otherwise become entitled to ordinary
     shares (all such details being set out in Part V of the AIM Admission
     Document of the Company of even date), ("ORIGINAL SHARES") and all shares
     and/or securities exchangeable for or convertible into shares in the
     Company arising from any capitalisation issue or any consolidation or
     sub-division of the Company's capital (to the extent that the entitlement
     to such shares or securities arises by reference to Original Shares)
     (together the "SHARES") for a period of 12 months from the date of
     Admission (the "PERIOD") and for a further period of 12 months to deal in
     those Shares in such a manner as to ensure an orderly market in the share
     capital of the Company.


                                       1







(C)  The Directors have agreed to act in a similar manner as that set out in
     recital (B) above in relation to any Ordinary Shares which arise from any
     exercise of options to subscribe for Ordinary Shares ("RESULTING SHARES"),
     the details of which options are set out in paragraph 5.1 of part V of the
     AIM admission document of the Company of even date.

IT IS AGREED as follows:

1    LOCK-IN AND ORDERLY MARKET

1.1  UNDERTAKINGS AND COVENANTS

(a)  Conditional upon Admission, the Covenantor covenants and undertakes with
     each of the Company and CS that (save for in the circumstances set out in
     clauses 1.2(a) to (g) (inclusive)):

     (i)  during the Period, it shall not directly or indirectly offer,
          mortgage, charge, pledge, sell, contract to sell or grant any option,
          right or warrant to purchase or otherwise transfer or dispose of all
          or any interest in any of its Shares or agree to do or permit to be
          done any of the same without the prior written consent of the
          Company's broker from time to time (the "BROKER") (such consent not to
          be unreasonably withheld or delayed, but provided that such consent
          may be granted subject to such conditions as the Broker may reasonably
          impose); and

     (ii) for a period of 12 months following the end of the Period only effect
          disposals of interests in Shares through the Broker and in accordance
          with the reasonable requirements of the Broker with a view to
          maintaining an orderly market for the issued share capital of the
          Company; provided always that this clause 1.1(a)(ii) shall only apply
          if the price and brokers' commission applicable to the proposed
          disposal are overall on terms such that the proceeds to be received by
          the Covenantor in respect of such disposal are not less than the
          proceeds that would be received by the Covenantor based on market
          terms quoted by any other reputable stockbroker or dealer in
          securities in respect of the same disposal as identified to the
          Broker; and provided that this clause 1.1(a)(ii) shall not apply if
          the Broker fails to effect a disposal within 5 business days from the
          date on which the Covenantor gives notice to the Broker of its
          intention to effect a disposal of the Shares.

     For the purposes of this clause "interest" shall have the meaning given to
     it in section 208 of the Companies Act 1985 (as amended).


                                       2







1.2  PERMITTED DISPOSALS

     The covenant and undertaking in clause 1.1 shall not apply to any disposal:

     (a)  to a connected person (within the meaning of Section 346 of the
          Companies Act 1985) in relation to the Covenanter; or

     (b)  to any person acting in the capacity of trustee of a trust created by
          the Covenanter or upon any change of trustees of a trust so created
          provided that the trust is established for charitable purposes or
          there are no persons beneficially interested under the trust other
          than the Covenanter and connected persons of the Covenanter; or

     (c)  in acceptance of a general offer (or by the giving of an irrevocable
          undertaking to accept such offer) made to shareholders of the Company
          to acquire all the issued Ordinary Shares (other than any shares which
          are already owned by the person making such offer and any other person
          acting in concert with him); or

     (d)  pursuant to any compromise or arrangement under the Israeli equivalent
          to section 425 of the Companies Act providing for the acquisition by
          any person or group of persons acting in concert, of 50 per cent. or
          more of the equity share capital of the Company; or

     (e)  to any body corporate which is a member of the Covenantor's group
          provided that the transfer is made off-market and that if the
          transferee ceases to be a member of the Covenantor's group, then the
          Covenantor must procure that such shares are transferred promptly back
          to the Covenantor or to another member of the Covenantor's group; or

     (f)  pursuant to any scheme or reconstruction under the Israeli equivalent
          to section 110 of the Insolvency Act 1986 in relation to the Company;

     (g)  to raise funds to satisfy any claim made against it involving a breach
          of any of the warranties contained in the placing agreement made
          between, inter alios, the Covenantor and CS of even date and which
          agreement relates to the Company; or

     (h)  the granting of any charge, mortgage, security or any other
          encumbrance whatsoever to any third party in respect of any interest
          in Shares for the purposes of borrowing or providing collateral or
          otherwise in connection with the Covenantor's banking arrangements;
          provided that the Covenantor undertakes to notify promptly CS of any
          such encumbrance; or


                                       3







     (i)  in the case of an individual, to the personal representatives of the
          relevant individual pursuant to will or intestacy.

1.3  Each of the Directors severally covenants and undertakes with each of the
     Company and CS in relation to his Resulting Shares in the terms of the
     provisions of clause 1.1 as though references therein to the "Covenantor"
     were references to the relevant Director and to "Shares" were to Resulting
     Shares.

1.4  The provisions of this clause 1 are without prejudice to any obligations
     which the Covenantor may have from time to time pursuant to the Company's
     code for dealings in Ordinary Shares from time to time, the AIM Rules for
     Companies published by the Exchange, the Financial Services and Markets Act
     2000 and under any applicable criminal statutes in the United Kingdom.

2    POWER TO ENTER INTO THIS AGREEMENT

     The Covenantor hereby represents and warrants that it has full power and
     authority to enter into this agreement, that it holds the Shares on the
     date of this agreement free from all third party rights (other than
     charges, pledges and security granted to its bankers) and that immediately
     following Admission it will have full power and authority to perform the
     obligations hereunder in respect of the Shares.

3    COUNTERPARTS

     This agreement may be executed in any number of counterparts and by the
     parties to it on separate counterparts, each of which when so executed and
     delivered shall be an original, but all the counterparts shall together
     constitute one and the same instrument.

4    CHOICE OF LAW

4.1  This agreement shall be construed in accordance with English law and the
     parties irrevocably submit to the exclusive jurisdiction of the English
     Courts to settle any disputes which may arise in connection with this
     agreement.


                                       4







5    ADDRESS FOR SERVICE

5.1  The Covenantor irrevocably appoints Mishcon de Reya (RJT/22816-1) of Summit
     House, 12 Red Lion Square, London WC1R 4QD to be its agent for the receipt
     of service of process in England and Wales. It agrees that any Service
     Document may be effectively served on it in connection with proceedings in
     England and Wales by service on its agent.

     5.1.1     Any Service Document shall be deemed to have been duly served if
               marked for the attention of Richard Tyler (RJT/22816-1) at
               Mishcon de Reya (at the address specified above) or such other
               address within England and Wales as may be notified to the party
               wishing to serve the Service Document and:

               5.1.1.1 left at the specified address; or

               5.1.1.2 sent to the specified address by first class post.

               In the case of clause 5.1.1.1 the Service Document will be deemed
               to have been duly served when it is left. In the case of clause
               5.1.1.2, the Service Document shall be deemed to have been duly
               served two clear Business Days after the date of posting.

     5.1.2     In the case of the Directors, the addresses respectively set out
               in the Schedule to this agreement.

5.2  If the agent at any time ceases for any reason to act as such, the
     Covenantor shall appoint a replacement agent having an address for service
     in England or Wales and shall notify the other parties to this agreement of
     the name and address of the replacement agent. Failing such appointment and
     notification, CS shall be entitled by notice to the Covenantor to appoint a
     replacement agent to act on its behalf. The provisions of this clause
     applying to service on an agent apply equally to service on a replacement
     agent.


                                       5







5.3  A copy of any Service Document served on an agent shall be sent by post to
     the Covenantor. Failure or delay in so doing shall not prejudice the
     effectiveness of service of the Service Document.

5.4  "Service Document" means a claim form, order or judgment issued out of the
     courts of England and Wales or other document relating to or in connection
     with any proceedings.


                                       6







                                    SCHEDULE

                                  THE DIRECTORS

--------------------------------------- ---------------------------------------
Name                                    Address
--------------------------------------- ---------------------------------------
Zwi Williger                            3 Nahal Snir Street
                                        Yavne 81106
                                        Israel
--------------------------------------- ---------------------------------------
Joseph Williger                         3 Nahal Snir Street
                                        Yavne 81106
                                        Israel
--------------------------------------- ---------------------------------------
Gil Hochboim                            3 Nahal Snir Street
                                        Yavne 81106
                                        Israel
--------------------------------------- ---------------------------------------

IN WITNESS hereof the parties have executed this agreement as their deed on the
date set out at the beginning.

EXECUTED AND DELIVERED AS A DEED    )
BY GOLD FROST LTD                   )
acting by:                          )

-------------------
Director

-------------------
Director/Secretary


EXECUTED AND DELIVERED AS A DEED    )
BY G WILLI-FOOD INTERNATIONAL LTD   )
acting by:                          )

-------------------
Director

-------------------
Director/Secretary


                                       7







EXECUTED AND DELIVERED AS A DEED    )
BY CORPORATE SYNERGY PLC            )
acting by                           )

-------------------
Director

-------------------
Director/Secretary

EXECUTED AND DELIVERED AS A DEED BY

Zwi Williger

in the presence of:



-------------------





EXECUTED AND DELIVERED AS A DEED BY

Joseph Williger

in the presence of:



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EXECUTED AND DELIVERED AS A DEED BY

Gil Hochboim

in the presence of:



-------------------



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