EXHIBIT 4.18

THE
SYMBOL *** DENOTES PLACES WHERE PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. SUCH MATERIAL HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.



AGREEMENT

BETWEEN

BLUE SQUARE-ISRAEL LTD.

AND

HID
INTERNATIONAL DISTRIBUTION FRANCE

---

---

1

AGREEMENTSigned and entered on the 31 day of January 2001

- Between-

Blue Square - Israel
Ltd.Of 2 Haamal St., Rosh Haayin
Israel(Hereinafter: the Company)

- And-

HID
International Distribution FranceOf 15 Rue Du Louvre-73001, Paris
France.

(Hereinafter: HID)

|Whereas | the Company
  is a leading retail chain in the State of Israel, which operates
  approximately 170 supermarkets; and                                                                            
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                 
|Whereas | Leader
  Price is one of the worlds leading private label brand and is a registered
  Trademark in the State of Israel, owned by Geimex SA, French Company,
  (hereinafter: Trademark); and
|        |                                                                                                                                                                                                 
|Whereas | Geimex SA,
  directly and indirectly, produces and markets all kinds of products under the
  Trademark name (hereinafter: LP Products);
  and                                                 
|        |                                                                                                                                                                                                 
|Whereas | HID is a
  company registered in France with worldwide activities and knowledge in the
  private label business for the supermarket industry; and                                             
|        |                                                                                                                                                                                                 
|Whereas | HID has
  gained its reputation by being, for many years, a specialist in the
  development of private labels to the Supermarket industry; and                                                  
|        |                                                                                                                                                                                                 
|Whereas | Geimex SA
  has granted HID the exclusive license for the use of the Trademark and
  distribution of the LP Products in the State of Israel; and                                                
|        |                                                                                                                                                                                                 
|Whereas | The Company
  wishes and HID agrees that the Company shall have the sole exclusive rights
  to distribute the LP Products and other products containing the Trademark in
  the Territory.       

---

---

2

NOW
THEREFORE, the parties warrant and agree as follows:

1. Preamble, Appendices and Headings

The preamble and appendices shall form an integral
part of this agreement (hereinafter referred to as the Agreement). The headings in the Agreement
are inserted for convenience purposes only and shall not be used in any manner
in the interpretation of the Agreement.

2. Definitions

For the purpose of this Agreement, unless and insofar as the context
otherwise specifically requires, the following terms shall have meaning as
follows:

The
Trademark Leader Price.

The
Companys Trademark Select.

The
Territory The State of Israel and the Palestinian territories.

The
Products as decided between the parties to this Agreement in the
Committee from time to time.

The LP
Products  all the products which Geimex SA, directly and
indirectly, produces and markets under the Trademark name.

The
Indirect LP Products Any product that the Company wishes to import
directly or indirectly and is not connected to HIDs manufacturers and/or
supplier as well as products to be purchased by the Company by HIDs
manufacturers and/or suppliers which are currently or have already worked with
the Company prior to the date of this Agreement.

The
Committee  as defined in section 8 below.

Business
Days Sunday to Thursday. Not including Friday, Saturday and
holidays.

3. HIDs Undertakings and
Declarations

HID undertakes and declares as follows:

|3.1 | HID is
  private French Company with a worldwide reputation, experience and knowledge
  in the Private Label sector for the supermarkets industry. HID has knowledge
  in the areas of worldwide sourcing, outsourcing, licensing, homologation,
  kashrut certification, product certification, marketing, labeling,
  merchandising, training and logistics.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                               
|3.2 | Leader
  Priceis a registered Trademark in the state of Israel, owned by
  Geimex SA and licensed solely to HID. Geimex SA is aware and acknowledges the
  terms and conditions of this Agreement and authorizes HID to sublicense its
  rights under the Trademark to the Company as stated in the letter attached
  hereto asAppendix 3.2.                

---

---

3

|3.3 | HID holds
  and shall continue to maintain, during the whole Term (as hereinafter
  defined) of this Agreement, the exclusive license for the use of the
  Trademark in the Territory as specified in Appendix 3.3 to this Agreement.    
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                          
|3.4 | HID warrants
  and represents to the Company that it possesses, inter alia, all means,
  ability and resources, necessary to perform all of its obligations required
  under this Agreement.                                             
|    |                                                                                                                                                                                                                                          
|3.5 | HID holds
  and shall continue to maintain, during the entire Term of this Agreement, all
  licenses, permits and authorizations, as required by any formal authority,
  for the fulfillment of all its obligations under this Agreement.
|    |                                                                                                                                                                                                                                          
|3.6 | All LP
  Products supplied by HID shall meet all relevant requirements of the Israeli
  authorities that will be needed from time to time, inter alia, Israeli
  Standards Institute and the Israeli Ministry of Health.                 
|    |                                                                                                                                                                                                                                          
|3.7 | All LP
  Products supplied by HID must be Kosher according to the Israeli Law.
  Without derogating from the abovesaid, the LP Products should be approved by
  the Rabbinical Authority agreed upon by both parties, at HIDs expense.

4.        Companys
Undertakings and Declarations

The Company undertakes and declares as follows:

|4.1 | The Company
  is a leading retail chain in the State of Israel, which operates
  approximately 170 supermarkets.                                                                                                                                                                                           
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                            
|4.2 | The Company
  wishes to purchaseLP Products from HID, to be sold and/or distributed by the Company, as
  part of its exclusive private label line using the Trademark.                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                            
|4.3 | The Company
  wishes to use the Trademark with its own brand of products currently labeled
  under the Companys Trademark.                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                            
|4.4 | The
  Companys target approximated forecast for the end of the year 2001 is to
  achieve six percent (6%) of its overall revenues target for the end of year
  2001 representing an approximated forecast of $1.4 billion with the LP
  Products (including the Indirect LP Products).                    
|    |                                                                                                                                                                                                                                                                                                            
|4.5 | The
  Companys approximated forecast target for the end of the ear 2002 is to
  achieve ten percent  (10%) of its
  overall revenues targeted for the end of year 2002 representing an
  approximated forecast of $1.5 billion, with the LP Products (including the
  Indirect LP Products).              
|    |                                                                                                                                                                                                                                                                                                            
|4.6 | The
  Companys target for the next years will be based on a regular progress of
  the percent of the LP Products from the overall revenues of the Company.                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                            
|4.7 | The Company
  undertakes not to import, manufacture or produce any other private label
  products other than the LP Products for the duration of this Agreement,
  except for the Companys trademark which shall cease to be used by the
  Company six (6) months from the date of signing this Agreement.

---

---

4

|4.8 | The Company
  shall do its best efforts to keep the reputation and image of the Trademark
  of the LP Products.
|--- | ---------------------------------------------------------------------------------------------------------------

5.     Supplying
of the Products

|5.1 | Subject to
  conditions of Section 5.9, HID will be the supplier to the Company of the LP
  Products and the Company and/or its subsidiaries and/or its affiliates shall
  be the exclusive and sole distributor of the LP Products in the Territory.                                                                                                                                                                                                                              
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|5.2 | The Company
  shall order the LP Products from HID and HID shall supply and deliver the
  said LP Products on a CIF basis at Ashdod or Haifa port. All prices of LP
  Products manufactured and/or produced in Europe shall be paid by the Company
  in Euro and all LP Products manufactured and/or produced elsewhere shall be
  paid in US dollars.                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|5.3 | HID shall
  make available an ample variety of LP Products that are marked Kosher in an
  amount of not less than 1,000 LP Products.                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|5.4 | The purchase
  price of the LP Products sold to the Company by HID shall not be priced
  higher than the purchase price of the said LP Products sold to other European
  retailers (i.e. Casino). For this purpose, HID shall disclose to the Company,
  the catalogue/list of HIDs purchase price of the LP products, if required by
  the Company.                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|5.5 | The Company
  shall pay for the LP Products purchased, on an open account basis, within 60
  days from the date of the respective bill of lading. The bill of lading shall
  be made to the order of the Company as the consignee and be sent together
  with a full set of relevant documents corresponding to the respective
  shipment immediately after dispatch of the said shipment.                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|5.6 | The Company
  shall opento HID, an irrevocable letter of credit in the amount of  * 
  *  *  which shall serve for guarantee purposes only and which may be
  only be used in the event of default of payment by the Company of its
  invoices for the LP Products delivered.                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|5.7 | All LP
  Products shall be supplied within and no longer than60 days after
  production (not including seasonal LP Products (i.e. mushrooms)  or commodities (i.e. oil, rice, sugar
  etc.), bearing the latest date of expiry possible, which shall not be less
  than 10(ten) months from the date of production and according to other
  requirements determined by the Committee as more specifically stated in
  Section 10. (not including fresh produce (i.e. dairy produce)
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|5.8 | HID will set
  and prepare at its expense, with the coordination of the Company, all
  packaging and labeling designs, specifications andtechnical data and shall be responsible
  for the legal labeling requirements.                                                                                                                                                                                                                                                            

---

---

5

|5.9  | The Company
  shall have the right to use the Trademark in the Companys Consumer/Loyalty
  Club, weekly brochures, credit/debit card, and all kind of announcements made
  to the NYSE or the Tel Aviv Stock Exchange without the prior approval of HID.
  The right to use the Trademark in publicity and advertisement purposes (i.e.
  TV, radio, and magazines) shall require the approval of HID which shall be
  granted to the Company within three (3) days from its request. In addition,
  the Company expresses its wish to use the Trademark as an official name for a
  new chain of stores.   In such case HID will propose a
  separate franchise agreement according to the approval and regulation of
  Geimex SA.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|5.10 | *  * 
  *                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|5.11 | *  * 
  *                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|5.12 | Nothing in
  the manufacturing, production and/or distribution of the LP Products and/or
  selling them to the Company infringes upon, interferes with or violates theproperty and/or intellectual property
  and/or contractual rights of any third party whatsoever. HID shall indemnify
  and hold the Company harmless from all claims and losses based on any of the
  above-mentioned grounds.                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|5.13 | It is
  expressly stated that the LP Products not fully meeting, inter alia, the
  Israeli Standards Institutes requirements and/or the Israeli health
  authority or otherwise being disqualified by any authorities, shall be
  destroyed, if not otherwise agreed, at HIDs expense and shall not be paid
  for by the Company.                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|5.14 | Claims
  concerning the quantity of the LP Products delivered shall be communicated
  immediately to HIDs representative, which shall include the copy of the bill
  of lading with the description of anomalies, stated during download, (i.e.
  broken or absent seal on the door etc.). The claims shall be submitted within
  a reasonable period of time after the day of discovery of the discrepancies
  in quantities but not later than 30 (thirty) days after the arrival of the LP
  Products to the ports of Ashdod or Haifa respectively                                                                                                                                                                              

---

---

6

|5.15 | Claims
  concerning the quality of the LP Products delivered shall be accompanied by
  as many details as possible, such as description of failure, number of lot,
  place in which the LP Products are stored or a sample that proves the defect in the said LP Product. The claims shall be
  submitted within a reasonable period of time after the day of the discovery in default in the
  quality of the LP Products delivered but not later than 90 (ninety)days
  after  the arrival of the LP Products
  to the Ports of Ashdod or Haifa respectively                                                                                                                                 
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|5.16 | Notwithstanding
  the aforesaid in Sections 5.14 and 5.15, it is understood herewith that each
  claim, even if submitted after a reasonable period of time, or after 90 days
  from the arrival of the LP Products to the ports of Haifa or Ashdod shall be
  studied and discussed by the parties upon the receipt of documentation and
  samples in order to take the best decision and avoid losses for all parties
  involved.                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|5.17 | For the avoidance
  of doubt, it is hereby expressly clarified that the Company will be entitled
  to import, directly or indirectly, any product other than the LP Products as
  well as products to be purchased by the Company by HIDs manufacturers and/or
  suppliers which are currently or have already worked with the Company prior
  to the signing of this Agreement.                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|6.   | The Services                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|6.1  | HID will
  provide the LP Products in CIF 
  (incoterms) to Ashdod or Haifa ports, according to the Companys
  preference. Prices will include, inter alia, shipping freight cost to the
  port of destination, transportation to the Port of origin, labeling
  (including Hebrew texts), kashruth certification (according to the Israeli
  Law) marking the LP Products with Bar Codes that the Company will provide
  them with and all other services that will be required in order to fulfill
  HIDs obligations under the provisions of this Agreement. Each shipment must
  be accompanied by a proper full set of documents necessary for the release of
  the goods from the port.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|6.2  | In addition
  to the obligations detailed in this Agreement, HID shall supply the Company
  with consulting services in the following areas:
  -Logistic and reorganization of the Logistic Center of the Company;
  -Marketing;
  -Merchandising;
  -Training.
  (Hereinafter: the Additional Services)                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | Prices for
  the Additional Services will be discussed between the parties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|6.3  | The Company
  shall have an option to acquire from HID all the needed services  required to the release of the LP Products
  from the customs in Israel and transport them from the ports of Ashdod or
  Haifa to the Logistic Centers of the Company, and HID agrees to supply such
  services (directly or indirectly) if required by the Company, (hereinafter:
  the Release Services).                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

---

---

7

| | The Release
  Services will include, inter alia, transportation from the port to the
  Logistic Centers, product certification, Israeli Ministry of Health
  certification, custom agent services and all other services required to
  release and transport the LP Products from the ports to the Logistic Centers
  of the Company. The Prices for the Release Services will be discussed between
  the parties in the future.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

7.   Annual
Bonus

|7.1 | It is hereby
  agreed upon that HID shall pay the Company an annual bonus, on condition that
  the annual sales shall exceed a certain minimum and according to the rates,
  as are set forth herein:
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 7.1.1     *  * 
  *
| | -------------------
| |                    
| | 7.1.2     *  * 
  *
| |                    
| | 7.1.3     *  * 
  *
| |                    
| | 7.1.4     *  * 
  *
| |                    
| | 7.1.5     *  * 
  *
| |                    
| | 7.1.6     *  * 
  *

---

---

8

| | 7.2 | After the
  year 2002, the parties shall revise and set the minimum purchase requirements
  for bonus purposes and the rates of the annual bonus for following years.                                          
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                
| | 7.3 | The annual
  bonus shall be paid to the Company within 60 days from the end of each year,
  by way of a bank transfer or by way of set off against any consideration due
  to HID, at the Companys discretion.

8.   Term
of the Agreement

|8.1 | This
  Agreement shall commence on the date of signing this Agreement and shall
  remain in effect for a period of seven (7) years, (hereinafter: the Initial Period) subject to the
  following conditions precedent:
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|8.1.1                       | The Board of
  Directors of HID shall approve the entering into and signing of this
  Agreement within thirty (30) days of signing of the Agreement; and                                                                                                                                                                                                                                                          
|--------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|8.1.2                       | The Board of
  Directors ofthe Company shall approve the entering into and signing of this
  Agreement within thirty (30) days of signing of the Agreement; and                                                                                                                                                                                                                                                   
|8.1.3                       | Receipt of a
  letter from Geimex SAaddressed to the Company confirming that HID has the right to enter
  into this Agreement as well as the right of the Company to use the Trademark
  and distribute the LP Products in Israel.                                                                                                                                                                                
|8.1.4                       | Receipt of a
  letter from Leader Price international confirming that HID has the right to
  enter into this Agreement with the Company.                                                                                                                                                                                                                                                                          
|                           
|8.2                         | The Initial
  Periodshall
  automaticallybe
  renewed for an additional period of nine (9) years unless any party notifies
  in writing the other party of its intention not to renew the Agreement for
  reasonable cause within one year prior to the expiry of the Initial Term,
  (hereinafter: the Additional Term) provided that HID retains its rights to
  the Trademark for the said Additional Period.
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                   
|8.3                         | Both the
  Initial Term and the Additional Term shall be hereinafter referred to as theTerm.                                                                                                                                                                                                                                                                                                                    
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                   
|9. Termination of Agreement
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                   
|9.1                         | This
  Agreement shall terminate at the expiry of the Term of this Agreement.
  Notwithstanding the aforesaid, the Agreement may be terminated prior to the
  expiry of the Term of the Agreement for the following reasons, provided
  however that the party in breach has been granted 30 days notice to remedy
  such breach:                                                                                 
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                   

---

---

9

|                     | 9.1.1                                                                                                                                                                                                                           | Any of the
  parties shallhavebreached
  its respective exclusivity obligations without the other partys prior
  written consent.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                     |                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                     | 9.1.2                                                                                                                                                                                                                           | Use of the
  Trademark by the Company on products that are not considered LP Products
  without the prior written consent of HID.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                     |                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                     | 9.1.3                                                                                                                                                                                                                           | Non payment by the Company of the invoices for the purchased LP Products.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                     |                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                     | 9.1.4                                                                                                                                                                                                                           | Non timely delivery by HID to the Company of the ordered LP
  Products.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                     |                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|9.2                  | Notwithstanding
  subsection 9.1 above, either Party shall have an absolute right to terminate
  this agreement if:                                                                                                            
|                     |                                                                                                                                                                                                                                
|                     | 9.2.1                                                                                                                                                                                                                           | A liquidator
  and/or receiver is appointed to the other partys assets which appointment is
  not vacant within 30 (thirty) days of the date of such appointment; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                     |                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                     | 9.2.2                                                                                                                                                                                                                           | The Party
  otherwise materially breaches the provisions of this agreement, and any such
  breach is not cured within 30 (thirty) days of receipt of notice by the other
  party regarding such breach.                                                                                                                                                                                                                                                                                                                                                                                                                               
|                     |                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|9.3                  | In the event
  that HID loses its rights to the Trademark as mentioned in Section 3.2 above,
  the Company shall have the right to directly purchase LP Products from Geimex
  SA or by any other of its licensees accordingly.
|                    
|10. Mutual Committee
|                    
|                     | 10.1                                                                                                                                                                                                                            | Within a
  short period pursuant to the signing of the Agreement, the parties will
  mutually establish a Committee consisting of an equal number of
  representatives from each side.                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                     |                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                     | 10.2                                                                                                                                                                                                                            | The
  Committee will decide upon the selection, purchasing, planning and marketing
  of the LP Products as well the specifications and the date of delivery of any
  and all LP Products purchased. The Committee will also decide on which of the
  products labeled under the Companys Trademark shall be relabeled under the
  Trademark. In the event that the Committee fails to agree upon a specific
  product for any of the two scenarios above, then the Vice President of Sales
  and Marketing of the Company shall have the sole right and discretion to resolve
  and determine the classification of the said product.
|                     |                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                     | 10.3                                                                                                                                                                                                                            | The parties
  shall prepare a detailed yearly program of the intended purchases in the form
  attached hereto as Appendix 10.3,
  (hereinafter: the Yearly Program(s)).                                                                                                                                                                                                                                                                                                                                                                                                                                                             

---

---

10

|                                                | 10.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | It is expressly
  stated that the Yearly Programs are and will be based on estimations only and
  for evaluation purposes only and shall not bind the Company in any way
  whatsoever. HID will not have any demands and/or claims against the Company
  regarding the Yearly Programs.     
|----------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                             
|                                                | 10.5                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | To the best
  of its ability, the Company will inform HID indue time about any special requirement
  by the Israeli authorities, Israeli Standards Institute and/or the Israeli
  ministry of health, and/or about any modification thereof that has come to
  the knowledge of the Company.
|                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                             
|                                                | 10.6                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | The
  Committee shall hold a meeting at least once every month or as otherwise
  agreed between the parties. The exact date and place of the meetings will be
  determined between the parties.                                                                                             
|                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                             
|                                                | 10.7                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | The Committee
  shall discuss and determine the LP Products deemedKosher for Passover
  that need to be made available during the Passover Holidays.                                                                                                                                      
|                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                             
|11.  Quality and fitness to specification tests
|                                               
|11.1                                            | The Company
  shall be entitled, at all times, upon prior notice, to conduct quality and/or
  fitness to specification set forth by the Committee and/or taste tests, as it deems fit, to all LP
  Products, on location or at external laboratories. HID undertakes and shall
  cause its manufacturers and/or suppliers to fully cooperate with the Company
  for this purpose.                                                                                      
|                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|11.2                                            | In case that
  the tests will reveal any irregularities HID shall apply to the manufacturer
  and/or supplier for the recovery of the damages sustained by the Company and
  shall indemnify it accordingly.                                                                                                                                                                                                                                                           
|                                               
|12.  Confidentiality & Exclusivity             
|                                               
|12.1                                            | The parties
  acknowledge that this Agreement creates a confidential relationship between
  the parties and that all information concerning the parties affairs, methods
  of operation, documentation and all other such information, including details
  of this Agreement and its existence is confidential by nature.                                                                                                                                             
|                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|12.2                                            | HID hereby
  grants the Company sole exclusivity in the Territory only, in the sense that
  HID shall refrain from, directly or indirectly, supplying the Territory with
  the LP Products for any purpose other than to the Company. The Company shall
  reasonably assist HID in a claim against any infringement by a third party of
  the LP Products, the Trademark and/or for the protection of any of the rights
  granted to either party under this Agreement.
|                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                             

---

---

11

|13.  Delivery of the Goods
|--------------------------
|                          
|                          
|                          
|                          
|                          
|                          
|                          
|14.                       
|                          
|                          
|                          
|                          
|                          
|                          
|                          
|                          
|                          
|                          

15.          
InsuranceWithout derogating from the  abovementioned in section 14 and from HID
responsibilities and liabilities according to the law, each partyto this Agreement shallprovide its own insurance coverage and policies to cover
its respective risk associated with this Agreement. HID shall, nonetheless,
provided the Company with the indemnity as described in Section 14 hereunder.

---

---

12

16.            Intermediary
andGoverning Law

| | In the event
  of unsettled disputes between the parties regarding the transaction
  contemplated herein and/or regarding the interpretation of this Agreement,
  the parties shall first try to settle the said dispute by referring the
  matter to an independent intermediary prior to commencing judicial
  proceedings. This Agreement shall be construed and enforced in accordance
  with the laws of Israel. The parties hereto agree that any legal action shall
  be conducted exclusively in the appropriate Israeli courts in Tel-Aviv.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

17.           Non
Assignment

| | Neither of
  the parties shall have the right to assign and/or transfer all or any part of
  its rights and/or obligations under this Agreement without receiving the
  prior written consent of the other party.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

18.           General
Provisions.

| | 18.1                  | All payments
  shall be done only during Business Days. If a payment is due on a day, which
  is not a Business Day, it will be postponed to the first Business Day
  thereafter.                                                                                                                                                                                     
| | --------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                      
| | 18.2                  | Notices or
  other communications to either party shall be made in writing and addressed
  to the relevant party at its address as stated below. The notice shall be
  deemed to be received within 7 (seven) business days if sent by registered
  airmail and within 1 business day if sent by fax or e-mail.                                                       
| |                      
| | For the Company:      | For HID:       Minkol ltd.                                                                                                                                                                                                                                                                                                                                            
| | 2Hamal St.            | 59 Matalon
  St.                                                                                                                                                                                                                                                                                                                                                      
| | Rosh Haain,
  Israel. | Tel Aviv,
  Israel                                                                                                                                                                                                                                                                                                                                                    
| |                      
| | 18.3                  | This
  agreement represents the whole agreement and understanding between the
  parties and supersedes and cancels any prior understanding, declaration or
  agreement whether written or oral. Any amendments of hanges to this agreement
  will be binding upon the parties only if they were made in writing and were
  confirmed by the signature of both parties.
| |                      
| | 18.4                  | HID shall
  not represent itself as an agent or an employee of the Company, and shall
  have no authorization, expressed or implied, to any commitments neither on
  behalf of the Company, nor to bind the latter in any manner whatsoever.                                                                                                                          
| |                       |                                                                                                                                                                                                                                                                                                                                                                       

---

---

13

In witness whereof, the parties hereto duly
represented have signed the present agreement on the date below mentioned:

Executed on31 day of January 01.

|BLUE SQUARE-ISRAEL LTD.         |  | HID
  INTERNATIONAL
  DISTRIBUTION FRANCE
|------------------------------- |  | -----------------------------------------
|/s/ Michal Reiss      Yoram Dar |  | /s/                                      
|                                |  |                                          
|The Company                     |  | HID                                      

---

---