Exhibit 4.21

[Translation from Hebrew Original]

Agreement

Composed and signed in Rosh HaAyin on
______Month __________ 2003

Between

Blue Square - Israel Ltd.

Public Company No. 52-004284-7
2 Amal St. Rosh HaAyin
(hereinafter: Blue Square)

On One Side

And

Blue Square Chain (Hyper-Hyper) Ltd.

Public Company No. 52-003667-4
2 Amal St. Rosh HaAyin
(hereinafter: Hyper-Hyper)

On the Other Side

|Since     | Blue Square,
  only, has invested in the construction and development of an electronic trade
  site, named BLUECENTER, as defined below,                                                                    
|--------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|          |                                                                                                                                                                                                             
|And Since | Blue Square
  has been operating and running the BLUECENTER site;                                                                                                                                           
|          |                                                                                                                                                                                                             
|And Since | Blue Square
  is the owner of any title, including copyright and trade secrets, related to
  BLUECENTER;                                                                                                    
|          |                                                                                                                                                                                                             
|And Since | BLUECENTER
  has been serving customers of both the Hyper-Hyper chains stores and the
  Blue Square chains stores;                                                                                        
|          |                                                                                                                                                                                                             
|And Since | Both sides
  are interested in an agreement that would settle the issue of usage fee
  payments, paid by Hyper-Hyper to Blue Square for using the BLUECENTER site,
  all as detailed in the agreement below;

Therefore,
it was declared and stipulated and agreed between the parties as follows:

|1. | Preface and Appendices
|-- | ----------------------
|   | 1.1                   

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|   | 1.2                                                                                                                                                                                                                                                                                                                                                                                     | The headings
  of clauses are for convenience only, and will not be used for the sake of any
  kind of interpretation of the agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | 1.3                                                                                                                                                                                                                                                                                                                                                                                     | Definitions:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                         | BLUECENTER SITE- is a chain store designed
  for shopping from home. It allows purchasing grocery products and other
  products sold in the branches of the Blue Square chain and of the Hyper-Hyper
  chain.                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                         | The service
  offered to the customer who places an order with the BLUECENTER, either
  through the internet, fax or phone, includes, among other things, the following
  services: assembling the products ordered, packing them in cardboard boxes
  and supplying (shipping) them from one of Blue Squares and/or Hyper-Hyper
  stores, which runs the ordering service, to the ordering customers home.                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                         | Service Center- a service center that
  offers the customers services for the BLUECENTER site, to place orders by
  telephone or facsimile.                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|2. | Service Period                                                                                                                                                                                                                                                                                                                                                                         
|   | It is agreed
  that this service will be valid for the period of 5 years, starting January
  1, 2002 and terminating December 31, 2006, and by the end of this period will
  be extended each time for a period of one more year. The agreement may be
  terminated during the extension period, upon notification of one of the
  parties accordingly, in writing, 60 days in advance.
|   |                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|3. | Compensation                                                                                                                                                                                                                                                                                                                                                                           
|   | In exchange
  for using the BLUECENTER site, the predicate of this agreement, Hyper-Hyper
  agrees to pay its share in all costs and expenses related to the operation of
  the BLUECENTER site, as detailed below:                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | 3.1                                                                                                                                                                                                                                                                                                                                                                                     | Payment for Investment in the BLUECENTER site and development and
  maintenance costs of the BLUECENTER site                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                         | Since the
  investment in development and construction of the BLUECENTER site was paid by
  Blue Square, as specified in the preface to this agreement, Hyper-Hyper will
  pay Blue Square, on a monthly basis, its share in the amortization expenses
  on the investment for the period of 5 years, carrying an On Call interest
  rate, as well as regular maintenance and development costs regarding both
  hardware and software, based on the ratio between total sales of the
  Hyper-Hyper branches against the total sales of the Blue Square and
  Hyper-Hyper branches together.
|   |                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | 3.2                                                                                                                                                                                                                                                                                                                                                                                     | Payment of regular operation costs as per indirect costs (such as:
  site managers salary and service centers hub operation costs)                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                         | Hyper-Hyper
  will pay the Blue Square its share in regular and indirect operation costs,
  as set by the ratio between the total sales in Hyper-Hyper branches that
  supply the ordering service through the on-line service, and the total sales
  of both Blue Square and Hyper-Hyper branches that supply the orders through
  the on-line service.                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | 3.3                                                                                                                                                                                                                                                                                                                                                                                     | Incomes and Payments of Direct Costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                         | Incomes and
  all other costs such as: salaries, packing, shipments, communication etc.,
  caused to Blue Square and Hyper-Hyper, will be related to each company whose
  branches have performed the sale to the customers of the BLUECENTER site.                                                                                                                                                                                                                                                                                                                                         

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|4. | Passing Rights                                                                                                                                  
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------
|   | 4.1                                                                                                                                             
|   |                                                                                                                                                 
|5. | Validity of Agreement                                                                                                                           
|   | It is agreed
  by both parties that the validity of this agreement is subject to the
  requisite approval procedures existing in both companies.
|   |                                                                                                                                                 
|6. | Miscellaneous                                                                                                                                   
|   | 6.1                                                                                                                                             
|   |                                                                                                                                                 
|   | 6.2                                                                                                                                             
|   |                                                                                                                                                 
|   | 6.3                                                                                                                                             
|   |                                                                                                                                                 
|7. | Notices                                                                                                                                         
|   | 7.1                                                                                                                                             
|   |                                                                                                                                                 
|   | 7.2                                                                                                                                             

The parties have hereby signed in evidence of
the above:

|/s/                       |  | /s/                                 
|------------------------- |  | ------------------------------------
|                          |  |                                     
|Blue Square - Israel Ltd. |  | Blue Square Chain (Hyper-Hyper) Ltd.

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