ASSET PURCHASE AGREEMENT



     This ASSET PURCHASE AGREEMENT (the "AGREEMENT") is made and entered into as

of January 19, 2007, by and among G. Willi-Food International, Ltd. ("Willi"), a

corporation incorporated under the laws of the State of Israel, WF Kosher Food

Distributors, Ltd., a Delaware corporation and wholly owned subsidiary of Willi

(the "Buyer"), Laish Israeli Food Products Ltd., a New York corporation (the

"Company"), and Arie Steiner, an individual ("Steiner," and together with the

Company, the "Sellers," and each individually sometimes referred to herein as a

"Seller"). Steiner is the sole shareholder of the Company.



                                    RECITALS



          1.   The Company sells, markets, imports and distributes kosher food

               in the USA (the "BUSINESS").



          2.   Buyer desires to purchase selected assets of the Company, and to

               assume the Assumed Obligations (referred to in Section 1(f)) of

               the Company.



          3.   The Sellers desire to sell such assets and to cause Buyer to

               assume the Assumed Obligations of the Company.



          4.   Sellers conduct the Business from its warehouse and office space

               ("Principal Office") located at 633 Court St., Brooklyn, New York

               11231. 860 Nostrand Associates, LLC ("Nostrand Associates") is

               the owner of the Principal Office.



          5.   Buyer desires to lease the Principal Office from Nostrand

               Associates in accordance with the terms and conditions of a lease

               agreement ("Lease Agreement") to be entered between Buyer and

               Nostrand Associates simultaneous with the Closing of this

               Agreement.



     Certain definitions related to this Agreement are set forth in Section 21.



                                    AGREEMENT





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NOW, THEREFORE, in consideration of the mutual covenants and agreements herein

contained and for other good and valuable consideration, the receipt of which

the parties hereto acknowledge to each other, the parties hereby agree as

follows:



1.   Sale and Purchase of Assets.



     (a)  On the terms and subject to the conditions of this Agreement, at the

          Closing referred to in Section 6, the Sellers shall sell, convey,

          assign, transfer and deliver to Buyer, and Buyer shall purchase,

          acquire and accept delivery of the following assets and properties

          (the "Assets"):



          (i)  The inventory listed on Schedule (1)(a)(i)(A) (the "Merchandise

               Inventory"). The value of the Merchandise Inventory is $2,209,630

               ("Merchandise Inventory Value");



          (ii) Trade accounts receivable listed on Schedule (1)(a)(ii) (the

               "Purchased Trade Receivables"). The value of the Purchased Trade

               Receivables is $1,240,374 ("Purchased Trade Receivables Value");



          (iii) The fixed assets (the "Fixed Assets") of the Sellers all as set

               forth on Schedule (1)(a)(iii);



          (iv) The assignment of Sellers' lease arrangements for two trucks set

               forth on Schedule (1)(a)(iv);



          (v)  The assignment of the Vendor Agreements and understandings with

               suppliers and vendors, whether written or otherwise listed in

               Schedule 1(a)(v);



          (vi) All of Sellers' rights under any products liability insurance

               policy (or similar agreement) under which Sellers are an insured,

               named as an additional insured or is otherwise a beneficiary, and

               all proceeds realized in connection therewith listed in Schedule

               1(a)(vi);



          (vii) All proprietary knowledge, Trade Secrets, Confidential

               Information, computer software and licenses, formulae, designs

               and drawings, quality control data, processes (whether secret or

               not), methods, inventions and other similar know-how or rights

               Used in the conduct of the Sellers' business;





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          (viii) the Sellers' Permits and other authorizations of Governmental

               Authorities (to the extent such Permits and other authorizations

               of Governmental Authorities are transferable) and third parties,

               licenses, telephone numbers for all locations, facsimile numbers,

               website addresses, customer lists, vendor lists, referral lists

               and contracts, advertising materials and data, restrictive

               covenants, choses in action and similar obligations owing to the

               Sellers from its present and former shareholders, officers,

               employees, agents and others, together with all databases,

               operating data and records (including credit records), files,

               papers, records and other data of the Sellers relative to the

               operation of the Sellers' business, i.e., customer records,

               vendor records, etc. The Sellers shall for a period of not less

               than three years make their records for transactions through the

               Closing available to the Buyer on request for review and copying

               (whether for the purpose of facilitating the preparation of

               Securities and Exchange Commission reports for Buyer's affiliates

               or otherwise), and they shall not destroy its respective records

               without first offering to deliver the same to the Buyer;



          (ix) all rights of the Sellers in and to the name Laish Israeli Food

               Products Ltd. and any other name that incorporates the word Laish

               and all variants thereof, and all other trade names, brand names,

               logos, trademarks and slogans Used in its business, all variants

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