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                                                                    EXHIBIT 4.20

EXECUTION COPY

                                                             Soren Koll Espensen
                                                             advokat (H), LL.M

                             CO-OPERATION AGREEMENT

                                     BETWEEN

                            KIRKEBY CHEESE EXPORT A/S
                              CVR. NO. 78 49 82 18
                               RODKILDE MOLLEVEJ 1
                          DK - 5700 SVENDBORG, DENMARK

                                       AND

                        HAARBY MEJERI/KIRKEBY DAIRY APS,
                      SKOLEVEJ 4a DK 5683 HAARBY, DENMARK

                                       AND

                         KIRKEBY INTERNATIONAL FOODS A/S
                              CVR. NO. 31 05 52 96
                               RODKILDE MOLLEVEJ 1
                          DK - 5700 SVENDBORG, DENMARK

SKE-0057
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                               TABLE OF CONTENTS

1.        Products .......................................................  3
2.        Exclusivity ....................................................  3
3.        Quality ........................................................  4
4.        Prices .........................................................  4
5.        Stock obligations ..............................................  4
6.        Trade Mark rights ..............................................  5
7.        Packing ........................................................  5
8.        Customer relations .............................................  6
9.        Claims .........................................................  6
10.       Termination ....................................................  6
11.       Delivery of material upon a termination of the agreement .......  7
12.       Partial invalidity .............................................  7
13.       Lease of Premises ..............................................  7
14.       Non- Competition clause ........................................  7
15.       Counterparts ...................................................  7
16.       Law and Venue ..................................................  8
17.       Enclosures .....................................................  8

                                     Side 2.
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This Co-operation Agreement is made as of 1st of January 2008

BETWEEN                                      KIRKEBY CHEESE EXPORT A/S
                                             CVR. NO. 78 49 82 18
                                             RODKILDE MOLLEVEJ 1
                                             5700 SVENDBORG
                                             (HEREAFTER NAMED AS KCE)

AND                                          HAARBY MEJERI/KIRKEBY DAIRY
                                             APS, CVR NO. ___________
                                `            SKOLEVEJ 4a  DK 5683  HAARBY
                                             (HEREINAFTER NAMED AS
                                             "KIRKEBY DAIRY")

AND                                          KIRKEBY INTERNATIONAL FOODS A/S
                                             CVR. NO. 31 05 52 96
                                             RODKILDE MOLLEVEJ 1
                                             5700 SVENDBORG
                                             (HEREAFTER NAMED AS FOODS OR
                                             THE COMPANY)

This Agreement is made as part of the sale of KCE's Kosher  division  (including
35 designated customers (the "DESIGNATED  CUSTOMERS") to the Company. As a newly
established  company,  the Company expects to initially purchase Kosher products
produced by Kirkeby  Dairy,  which is a company 100% owned by KCE, a significant
shareholder of the Company.

1.    PRODUCTS

      The following products (the "PRODUCTS") are covered by this Agreement:

      -     Blue Cheese under kosher supervision.
      -     Feta Cheese under kosher supervision.
      -     Other cheeses and dairy products under kosher supervision.

      Foods shall also be entitled to order  non-kosher  products  from  Kirkeby
      Dairy.

2.    EXCLUSIVITY

      As long as Kirkeby  Dairy  continues to supply the  Products,  under below
      stated  specific  conditions  (including  price),  Foods is  obligated  to
      purchase Products from Kirkeby Dairy.

                                     Side 3.
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3.    QUALITY

      Kirkeby Dairy shall deliver Products (i) with the same  specifications  of
      such Products  supplied sold by KCE immediately  prior to the date of this
      Agreement,  (ii) meeting the applicable standards for such Products of the
      Danish Producers Union, and (iii) which are acceptable by the customers of
      Foods  pursuant to criteria  agreed with the customer prior to production.
      Regarding  quality of products  which are delivered is referred to point 9
      in this Agreement.

4.    PRICES

      Kirkeby  Dairy shall  deliver the  Products at prices  which are no poorer
      (for the  purchaser)  than (i) the price charged by Kirkeby Dairy to other
      customers for similar  products in a similar quality  specified in point 3
      and (ii) Foods can obtain from other  suppliers for similar  products in a
      similar quality  specified in point 3. The prices from Kirkeby Dairy shall
      always be competitive and shall be equal to (a) the price of milk PLUS (b)
      Kirkeby Dairy's actual  production costs PLUS (c) Dkr 3.00 per kilogram to
      cover Kirkeby  Dairy's  overhead.  These prices shall provide for Foods to
      achieve a gross  margin on  kosher  products  of at least 20% on an annual
      yearly   turnover   of  kosher  and   non-kosher   products  of  at  least
      US$4,300,000.

      It is of the parties'  opinions that a reasonable profit shall be obtained
      on all products,  also products purchased through KCE or Kirkeby Dairy. In
      the past KCE has been in position  to obtain a gross  profit of an average
      of 20% by sale of kosher  products.  Foods  shall  try to keep this  gross
      profit as far possible.  Foods are justified to demand a documentation  of
      the "cost breakdown" for products delivered through Kirkeby Dairy.

      Subject to the  foregoing,  Kirkeby  Dairy and Foods  shall  every year in
      December and June negotiate  prices,  payment terms and delivery terms for
      the coming 6 months period.  The initial prices and payment terms shall be
      as set forth in EXHIBIT A annexed hereto.

      In any event,  the matter of prices  will be  subject to  approval  of the
      Company's board of directors following execution of this Agreement.

5.    STOCK OBLIGATIONS

      Kirkeby  Dairy  is not  obligated  to  carry a  stock  for  Foods,  but is
      obligated  to deliver in  accordance  with  written  purchase  orders from
      Foods.

      Orders from Foods shall be made with minimum 2 weeks notice, eventual more
      if possible, in order to supply a full matured product.

                                     Side 4.
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6.    TRADE MARK RIGHTS

      KCE represents and warrants that it is the sole  beneficial and registered
      owner of the trade mark "SOL".

      Foods is obligated not to violate the trade mark rights of KCE.

      At the same time KCE grants Foods the right and  exclusive  license to use
      the  trade  mark  "SOL"  for the next 15  years,  with  respect  to kosher
      products only. KCE also grants Foods the right and  non-exclusive  license
      to use the trade  mark "SOL" for the next 15 years,  only with  respect to
      non-kosher  products purchased from KCE, Kirkeby Dairy or their respective
      affiliates or business partners.

      Every  other  use no  matter  which  market in  contains  will be  without
      justification unless KCE has given a written permission.

      Foods shall not register the "SOL" trade mark  elsewhere  without  written
      permission from KCE and that the registration belongs to KCE.

      There is not any permission given to Foods to use other trade marks belong
      to KCE.

      Kirkeby  Dairy  hereby  represents  and  warrants  that  it  is  the  sole
      beneficial and registered owner of the trade marks Karavel" and "Hamlet".

      Foods is obligated not to violate the trade mark rights of Kirkeby Dairy.

      Kirkeby Dairy hereby grants Foods the right and  non-exclusive  license to
      use the trade marks "Karavel" and "Hamlet".

      Foods shall not register the "Karavel" and "Hamlet" trade marks  elsewhere
      without written  permission  from Kirkeby Dairy and that the  registration
      belongs to Kirkeby Dairy.

      There is not any permission given to Foods to use other trade marks belong
      to Kirkeby Dairy.

7.    PACKING

      Kirkeby  Dairy  shall  deliver the  mentioned  Products to Foods in packed
      condition and carry a  satisfactory  volume of packing  material,  labels,
      etc.,   marked  with  the  trade  mark  of  Foods  and  eventual  customer
      information.  Kirkeby Dairy shall package the Products in Kirkeby  Dairy's
      customary manner but shall use commercially  reasonable efforts to provide
      special packaging at Foods' written request.  Kirkeby Dairy is responsible
      for  compliance  with all  packaging,  labeling,  bar  code and any  other
      marking  and  packaging  requirements  in respect of the  Products  in all
      applicable jurisdictions.

                                     Side 5.
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8.    CUSTOMER RELATIONS

      Foods,  KCE and Kirkeby  Dairy,  mutual agree that they will not encourage
      sales of the Products directly to one of the other parties'  customers who
      are known to be such by the selling party, unless it is a common customer.

      Foods are without  justification to sell non-kosher  products to customers
      who are known to Foods to be KCE's customers and on KCE present markets as
      defined on EXHIBIT B as well, except for the Designated Customers.

      The mentioned  stipulation  has to be understood so that it is not allowed
      to take  direct  contact nor make  direct  deliveries  to any of the other
      parties' customer.

      The present stipulation do not limit KCE's export rights except to respect
      the exclusive right of Foods to sell Kosher products world wide.

9.    CLAIMS

      Deliveries made by Kirkeby Dairy, will be in non-broken cooling chain from
      Kirkeby Dairy to the customers of Foods.

      Kirkeby Dairy  accepts to  compensate  Foods for all damages and losses in
      respect  of  claims  that  Products  did not  meet the  quality  standards
      provided in Section 3 above within the date of expiration,  printed on the
      product in question.

      In  connection  with the  handling  of claims,  both  parties  accept that
      eventual  customer  visit will be agreed  separately.  Costs due to visits
      will be split between the parties.

      In all cases  where the  justification  of the claim can be decided out of
      the Danish  Producer  Unions  standards,  a judge panel from this Producer
      Union will decide the  justification.

      In other cases the parties will in common  handle the claim.  If the claim
      is handled outside Denmark the costs shall be agreed beforehand.

10.   TERMINATION

      Present  agreement can be terminated by boths Parties only, with a written
      notice of minimum 24 months starting end of a month. The other parties may
      not terminate this agreement for convenience.

      The Agreement can not be terminated for the first 3 years.

      Within the  termination  period the parties are  obligated to continue the
      co-operation.

                                     Side 6.
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      If the agreement is  terminated  by Foods as  aforesaid,  they are without
      justification  to use the trade  mark  "SOL",  unless a special  agreement
      regarding the trade mark has been made.

11.   DELIVERY OF MATERIAL UPON A TERMINATION OF THE AGREEMENT.

      Upon a  termination  of the  agreement  KCE is  obligated  to  return  all
      material which may belong to Foods or, upon Foods request, to destroy such
      materials.

      This  material   include  all  printed  material  or  material  stored  on
      electronic medias, including all packing material,  labels, stickers, etc.
      marked with Foods' special trading signs and product names.

      Foods is at the  same  time  obligated  to  collect  all  above  mentioned
      material  if not  destroyed  by KCE  the  date of the  termination  of the
      agreement.

12.   PARTIAL INVALIDITY

      If few of the present  agreements  points are declared  invalid or against
      the laws the parties  co-operation  shall be regulated  by the  agreements
      terms in general,  and as complementing of the invalid terms, the rules in
      the Danish agreement law about complementing interpretation will be used.

      The contact do not repeal totally by partial invalidity.

13.   LEASE OF PREMISES

      The  Company  intends to  initially  lease  office  facilities  (including
      premises equal to 20% of KCE's current offices) including paper,  printer,
      computer  services  etc. The payment for these  services is expected to be
      equal  to 20%  of  KCE's  actual  costs  therefore  and  is  estimated  at
      approximately  USD  11,000 per  quarter.  This  matter  will be subject to
      approval of the Company's board of directors  following  execution of this
      Agreement.

14.   NON- COMPETITION CLAUSE

      KCE and Foods  acknowledge and confirm their  non-competition  obligations
      pursuant to the Share Purchase Agreement dated as of the date hereof.

      Kirkeby Dairy shall not sell kosher products except to Foods.

                                     Side 7.
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15.   COUNTERPARTS

      This  Agreement  may be  executed in any number of  counterparts,  each of
      which  shall  be  deemed  an  original  but all of  which  together  shall
      constitute  one and the same  instrument.  Any party  may enter  into this
      Agreement  by signing any such  counterpart  and each  counterpart  may be
      signed  and  executed  by  the  parties  and   transmitted   by  facsimile
      transmission  and shall be as valid and  effective  as if  executed  as an
      original.

      The parties agree that the contents of the present  agreement  must not be
      published  except as required by law or any regulatory,  stock exchange or
      governmental body.

16.   LAW AND VENUE

      15.1 This Agreement  shall be governed by and construed in accordance with
      the law of the Kingdom of Denmark and disregarding its rules on choice of
      law.

      15.2 Any  dispute  or claim  arising  out of or in  connection  with  this
      Agreement,  or the breach,  termination  or invalidity  thereof,  shall be
      subject to  arbitration  in accordance  with the rules of procedure of the
      Danish Institute of Arbitration.  The arbitration  clause does not imply a
      waiver of preliminary remedies such as prohibitory injunction.

      The  arbitration  shall be in Copenhagen.  The language of the Arbitration
      shall be English.

17.   ENCLOSURES

      A:    Initial Prices

      B:    KCE Present Markets

                                          , the      of February, 2008

      _____________________________
      f. Kirkeby Cheese Export A/S

                                          , the      of February, 2008

      ___________________________________
      f. Haarby Mejeri/Kirkeby Dairy ApS

                                          , the      of February, 2008

                                     Side 8.
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      ___________________________________
      f. Kirkeby International Foods A/S

              Signature Page - Co-operation Agreement

                                     Side 9.
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