EXHIBIT 4.20

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.



APPENDIX TO AGREEMENT

BETWEEN

BLUE SQUARE-ISRAEL LTD.

AND

HID
INTERNATIONAL DISTRIBUTION FRANCE

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Appendix
Signed on May 30, 2002

to the Agreementsigned on January 31
2001(Hereinafter: the Agreement)

-Between-

Blue Square  Israel Ltd.
of 2 Ammal st., Rosh Haayin
Israel
(Hereinafter: the Company)

-and-

HID
International Distribution France
Of 15 Rue du Louvre-73001, Paris
France
(Hereinafter: HID)

|Whereas | HID and the
  Company have signed an Agreement on January 31st, 2001; and                                                                                              
|------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                        
|Whereas | HID and the
  Company, wish to modify a term of the Agreement concerning the amount of the
  irrevocable Letter of Credit (LIC)
  to be opened to HID by the Company.

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

| | 1.    | Provision
  5.6 of the Agreement is hereby cancelled. The following provision shall
  replace the cancelled 5.6 provision:
| | ----- | --------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                           
| |       | 5.6                                                                                                                       
| | 5.6.1 | *  * 
  *                                                                                                                 
| |       |                                                                                                                           

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| | 5.6.2 | It is
  Further agreed by the parties that the amount of the LIC shall vary from time
  to time, according to the outstanding unpaid invoices of the LP Products
  delivered, as shall be reviewed every 6 months by HID and the Company.
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                          
| | 5.6.3 | In the event
  that the unpaid balance of the invoices of the delivered LP Products is
  increased or decreased, the LIC shall be increased or decreased accordingly.                                                                    

| |  | All the
  definitions mentioned in this Appendix shall have the same meaning as they
  have in the Agreement.              
| |  | ---------------------------------------------------------------------------------------------------------------------------
| |  |                                                                                                                            
| |  | The rest of
  the terms in the Agreement and its appendixes shall remain the same.                                         
| |  |                                                                                                                            
| |  | In witness
  whereof, the parties hereto, duly represented, have signed the present
  Appendix on the date below mentioned.

Executed
on 30 May 2002

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

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