SECURITIES PURCHASE AGREEMENT



     This Securities Purchase Agreement (this "AGREEMENT") is dated as of

September 20, 2006, among G. Willi-Food International Ltd., an Israeli company

(the "COMPANY"), and the investors identified on the signature pages hereto

(each, an "INVESTOR" and collectively, the "INVESTORS").



     WHEREAS, subject to the terms and conditions set forth in this Agreement

and pursuant to Section 4(2) of the Securities Act (as defined below) and Rule

506 promulgated thereunder, the Company desires to issue and sell to each

Investor, and each Investor, severally and not jointly, desires to purchase from

the Company certain securities of the Company, as more fully described in this

Agreement.



     NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this

Agreement, and for other good and valuable consideration the receipt and

adequacy of which are hereby acknowledged, the Company and the Investors agree

as follows:



                                   ARTICLE 1.

                                   DEFINITIONS



     1.1. DEFINITIONS. In addition to the terms defined elsewhere in this

Agreement, for all purposes of this Agreement, the following terms shall have

the meanings indicated in this Section 1.1:



          "ACTION" means any action, suit, inquiry, notice of violation,

     proceeding (including any partial proceeding such as a deposition) or

     investigation pending or threatened in writing against or affecting the

     Company, any Subsidiary or any of their respective properties before or by

     any court, arbitrator, governmental or administrative agency, regulatory

     authority (federal, state, county, local or foreign), stock market, stock

     exchange or trading facility.



          "AFFILIATE" means any Person that, directly or indirectly through one

     or more intermediaries, controls or is controlled by or is under common

     control with a Person, as such terms are used in and construed under Rule

     144.



          "BUSINESS DAY" means any day except Saturday, Sunday, Friday and any

     day which is a federal legal holiday or a day on which banking institutions

     in the State of New York or the city of Tel Aviv are authorized or required

     by law or other governmental action to close.



          "BUY-IN" has the meaning set forth in Section 4.1(c).



          "CLOSING" means the closing of the purchase and sale of the Securities

     pursuant to Article II.



          "CLOSING DATE" means the Business Day on which all of the conditions

     set forth in Sections 5.1 and 5.2 hereof are satisfied, or such other date

     as the parties may agree.



{PAGE}





          "COMMISSION" means the Securities and Exchange Commission.



          "COMMON STOCK" means the ordinary shares of the Company, NIS 0.10 par

     value per share, and any securities into which such ordinary shares may

     hereafter be reclassified.



          "COMMON STOCK EQUIVALENTS" means any securities of the Company or any

     Subsidiary which entitle the holder thereof to acquire Common Stock at any

     time, including without limitation, any debt, preferred stock, rights,

     options, warrants or other instrument that is at any time convertible into

     or exchangeable for, or otherwise entitles the holder thereof to receive,

     Common Stock or other securities that entitle the holder to receive,

     directly or indirectly, Common Stock.



          "COMPANY COUNSEL" means Gross, Kleinhendler, Hodak, Halevy, Greenberg

     & Co.



          "COMPANY DELIVERABLES" has the meaning set forth in Section 2.2(a).



          "DISCLOSURE MATERIALS" has the meaning set forth in Section 3.1(h).



          "EFFECTIVE DATE" means the date that the Registration Statement

     required by Section 2(a) of the Registration Rights Agreement is first

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