Exhibit 10.1

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE NOT REGISTERED UNDER THE
SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A
VIEW TO, OR IN CONNECTION WITH, SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR
DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED
THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.

                           CONVERTIBLE PROMISSORY NOTE

$250,000                                                       December 20, 2005
                                                              New York, New York

            For value received, B&D Food Corp., a Delaware corporation
("Company"), promises to pay EGFE ("Holder"), the principal sum of Two Hundred
Fifty Thousand Dollars ($250,000). Interest shall accrue from the date of this
Note on the unpaid principal amount at a rate equal to eight percent (8%) per
annum, compounded annually. This Note is subject to the following terms and
conditions.

1. Maturity. Unless converted as provided in Section 2, this Note will
automatically mature and be due and payable on December 20, 2007 (the "Maturity
Date"). Subject to Section 2 below, interest shall accrue on this Note, but
shall not be due and payable until the Maturity Date. Notwithstanding the
foregoing, the entire unpaid principal sum of this Note, together with accrued
and unpaid interest thereon, shall become immediately due and payable upon the
insolvency of the Company, the commission of any act of bankruptcy by the
Company, the execution by the Company of a general assignment for the benefit of
creditors, the filing by or against the Company of a petition in bankruptcy or
any petition for relief under the federal bankruptcy act or the continuation of
such petition without dismissal for a period of ninety (90) days or more, or the
appointment of a receiver or trustee to take possession of the property or
assets of the Company.

2. Conversion.

(a) Optional Conversion. At any time after the six- (6) month anniversary of the
date hereof, the holder shall have the right to convert the principal and
interest due on this Note into fully paid and non-assessable shares of the
Company's common stock, par value $.001 per share (the "Common Stock"). The
number of shares of Common Stock to be issued upon such conversion shall be
equal to the quotient obtained by dividing (i) the entire principal amount of
this Note plus (if applicable) accrued interest by (ii) ninety percent (90%) of
the average closing price per share for the Common Stock as recorded on the OTC
Bulletin Board for the ten trading days prior to conversion.

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(b) Mechanics and Effect of Conversion. No fractional shares of the Company's
Common Stock will be issued upon conversion of this Note. In lieu of any
fractional share to which the Holder would otherwise be entitled, the Company
will pay to the Holder in cash the amount of the unconverted principal and
interest balance of this Note that would otherwise be converted into such
fractional share. Upon conversion of this Note pursuant to this Section 2, the
Holder shall surrender this Note, duly endorsed, at the principal offices of the
Company or any transfer agent of the Company. At its expense, the Company will,
as soon as practicable thereafter, issue and deliver to such Holder, at such
principal office, a certificate or certificates for the number of shares of
Common Stock to which such Holder is entitled upon such conversion, together
with all other property to which the Holder is entitled upon such conversion
under the terms of this Note, including a check payable to the Holder for any
cash amounts payable as described herein. Upon conversion of this Note, the
Company will be forever released from all of its obligations and liabilities
under this Note with regard to that portion of the principal amount and accrued
interest being converted including without limitation the obligation to pay such
portion of the principal amount and accrued interest.

(c) Payment of Interest. Upon conversion of the principal amount of this Note
into the Company's capital stock, any interest accrued on this Note that is not
by reason of Section 2(a) hereof simultaneously converted into shares of Common
Stock shall be immediately paid to the Holder.

3. Payment. All payments shall be made in United States Dollars at such place as
the Holder hereof may from time to time designate in writing to the Company.
Payment shall be credited first to the accrued interest then due and payable and
the remainder applied to principal. Prepayment of this Note may be made at any
time without penalty including by conversion in accordance with Section 2.

4. Transfer; Successors and Assigns. The terms and conditions of this Note shall
inure to the benefit of and be binding upon the respective successors and
assigns of the parties. Notwithstanding the foregoing, the Holder may not
assign, pledge, or otherwise transfer this Note without the prior written
consent of the Company, except for transfers to affiliates. Subject to the
preceding sentence, this Note may be transferred only upon surrender of the
original Note for registration of transfer, duly endorsed, or accompanied by a
duly executed written instrument of transfer in form satisfactory to the
Company. Thereupon, a new note for the same principal amount and interest will
be issued to, and registered in the name of, the transferee. Interest and
principal are payable only to the registered holder of this Note.

5. Governing Law. This Note and all acts and transactions pursuant hereto and
the rights and obligations of the parties hereto shall be governed, construed
and interpreted in accordance with the laws of the State of New York, without
giving effect to principles of conflicts of law.

6. Notices. Any notice required or permitted by this Note shall be in writing
and shall be deemed sufficient upon delivery, when delivered personally or by a
nationally-recognized delivery service (such as Federal Express or UPS), or
forty-eight (48) hours after being deposited in the U.S. mail, as certified or
registered mail, with postage prepaid, addressed to the party to be notified at
such party's address as set forth below or as subsequently modified by written
notice.

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7. Amendments and Waivers. Any term of this Note may be amended only with the
written consent of the Company and the Holder. Any amendment or waiver effected
in accordance with this Section 7 shall be binding upon the Company, the Holder
and each transferee of the Note.

8. Shareholders, Officers and Directors Not Liable. In no event shall any
shareholder, officer or director of the Company be liable for any amounts due or
payable pursuant to this Note.

                                          COMPANY:

                                          B&D FOOD CORP., a Delaware corporation

                                          By: /s/ Daniel Ollech
                                              ---------------------------------
                                          Name:  Daniel Ollech
                                          Title: Chief Executive Officer

AGREED AND ACCEPTED:

EGFE

By: /s/ Michael Ben Ari
    -----------------------------
    Name:  Michael Ben Ari
    Title: Director

Address:  7 Jabotinski Street
          Ramat Gan - Israel 52520