LIQUIDITY AND CAPITAL RESOURCES, PAGE 37

     5.   PLEASE REVISE FUTURE FILINGS TO PROVIDE A DISCUSSION OF YOUR BORROWING
          ARRANGEMENTS AT DECEMBER 31, 2008. THE DISCUSSION SHOULD INCLUDE YOUR
          AVAILABLE BORROWING CAPACITY, THE TERMS OF YOUR MATERIAL LENDING
          AGREEMENTS, INCLUDING BALANCES CURRENTLY OUTSTANDING, MATURITY DATES
          OR TERMS OF SUCH AGREEMENTS, MATERIAL REPAYMENT AND COVENANT
          PROVISIONS AND WHETHER YOU ARE CURRENTLY IN COMPLIANCE WITH SUCH
          COVENANTS.

     We noted the Staff comment and will revise future filing to discuss the
     requested information in the MD&A. Specifically the Staff is advised that
     as of December 31, 2008, the Company had unused credit facilities in the
     amount of approximately NIS 80 million. Our Danish dairy distributor
     subsidiary had an on-call loan in the amount of approximately NIS 1,323
     thousand and another subsidiary, Shamir Salads, had total used facilities
     of approximately NIS 13,967 thousand of which approximately NIS 11,376
     thousand were bank on-call and the remainder were short and long term loans
     as detailed below:

                      INTEREST                              LIABILITY AS OF 31/12/2008 IN
LOAN                    RATE      FINAL DUE DATE                     NIS THOUSAND
-------------------- ------------ ----------------------- ---------------------------------
CPI linked              5.91      July 2009                              456
-------------------- ------------ ----------------------- ---------------------------------
Not linked           6.95/P+2.4   June 2010-January 2012                 794
-------------------- ------------ ----------------------- ---------------------------------
In US dollars           2.5       September 2010                         757
-------------------- ------------ ----------------------- ---------------------------------
Car leasing           3.55-9.81   July 2009-October 2009                 584
========================================================= =================================
TOTAL                                                                  2,591
--------------------------------------------------------- ---------------------------------

     Because Shamir Salads is not in compliance with one its bank covenants the
     bank loans are classified as short-term loans.

     Our subsidiary, Laish, has terminated its operations and is negotiating
     with its bank lender (who has a lien on all of Laish's assets) with respect
     to the balance of its outstanding loan to the bank in the amount of
     approximately NIS 2,539 thousand.

CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED INCOME STATEMENT, PAGE F-3

     6.   PLEASE REVISE IN FUTURE FILINGS THE TITLE OF YOUR INCOME STATEMENT TO
          STATEMENT OF OPERATIONS AS YOUR OPERATIONS FOR THE YEAR ENDED DECEMBER
          31, 2008 REFLECT A LOSS ATTRIBUTABLE TO THE EQUITY HOLDERS OF THE
          COMPANY AND A LOSS IN YOUR EARNINGS PER SHARE.

     We noted the Staff comment and will revise the title to Statement of
     Operations in future filings.

     7.   PLEASE PROVIDE A NOTE IN FUTURE FILINGS THAT EXPLAINS WHY THE NET
          INCOME ATTRIBUTABLE TO THE NON-CONTROLLING INTEREST EXCEEDS THE
          INTERESTS OF THE MAJORITY OWNERS.

     We noted the Staff comment and will include in future filing the
     explanation of the allocation of net income to controlling and
     non-controlling interests. The Staff is advised that such difference in
     allocation is attributed to that fact that the non-controlling interests
     exist in profitable subsidiaries, while some wholly-owned subsidiaries had
     losses, which caused the part attributed to controlling interest to be
     lower that for NCI's.


                                       3

NOTE 11 - BANK LOANS AND OTHER CREDIT PROVIDERS, PAGE F-33

     8.   PLEASE EXPAND YOUR DISCLOSURE WITH RESPECT TO YOUR LOANS AND OTHER
          CREDIT AGREEMENTS TO DISCLOSE THE TERMS OF SUCH AGREEMENTS INCLUDING
          AVAILABLE BORROWING CAPACITY, DUE DATES OR MATURITY DATES AND MATERIAL
          COVENANTS OF EACH BORROWING AGREEMENT AND WHETHER YOU ARE IN
          COMPLIANCE WITH ALL APPLICABLE COVENANTS AT THE MOST RECENT BALANCE
          SHEET DATE. IN ADDITION, WE NOTE YOUR DISCLOSURE IN NOTE 2 REGARDING
          CONVERTIBLE DEBENTURES. PLEASE DISCLOSE THE AMOUNTS RELATED TO
          OUTSTANDING DEBENTURES ALONG WITH THE INTEREST RATES, MATERIAL TERMS
          OF THE DEBT AND THE CONVERSION FEATURES.

     We noted the Staff comment and will revise future filing to disclose such
     information. The Staff is advised that as of December 31, 2008, the Company
     had unused credit facilities in the amount of approximately NIS 80 million.
     Our subsidiary, Shamir Salads, had total used facilities of approximately
     NIS 13,967 thousand, of which approximately NIS 11,376 were bank on-call
     and the rest were short and long term loans as detailed below:

                       INTEREST                      LIABILITY AS OF 31/12/2008 IN NIS
LOAN                     RATE     FINAL DUE DATE                THOUSAND
--------------------- ----------- ------------------ -----------------------------------
CPI linked               5.91     08/07/2009                         456
--------------------- ----------- ------------------ -----------------------------------
Car leasing              3.55     31/07/2009                          19
--------------------- ----------- ------------------ -----------------------------------
Car leasing              4.81     30/09/2009                          22
--------------------- ----------- ------------------ -----------------------------------
Car leasing              9.1      30/11/2009                          40
--------------------- ----------- ------------------ -----------------------------------
Not linked               6.95     04/06/2010                         533
--------------------- ----------- ------------------ -----------------------------------
Car leasing              3.75     30/06/2010                          85
--------------------- ----------- ------------------ -----------------------------------
Car leasing              9.5      31/08/2010                         110
--------------------- ----------- ------------------ -----------------------------------
In US dollars            2.5      29/09/2010                         757
--------------------- ----------- ------------------ -----------------------------------
Car leasing              7.67     30/09/2010                         213
--------------------- ----------- ------------------ -----------------------------------
Car leasing              9.81     31/10/2010                          95
--------------------- ----------- ------------------ -----------------------------------
Not linked              P+2.4     07/01/2012                         261
==================================================== ===================================
TOTAL                                                              2,591
---------------------------------------------------- -----------------------------------

     Because Shamir Salads is not in compliance with one its bank covenants, the
     bank loans are classified as short-term loans.

     Our subsidiary, Laish, has terminated its operations and is negotiating
     with its bank lender (who has a lien on all of Laish's assets) with respect
     to the balance of its outstanding loan to the bank in the amount of
     approximately NIS 2,539 thousand.


                                       4

     The Danish dairy distributor subsidiary had outstanding on-call loan in the
     amount of approximately NIS 1,323 thousand.

     The bank loans and other credit as of December 31, 2008, are attributed to
     the following subsidiaries:

     SUBSIDIARY                           LIABILITIES IN NIS THOUSAND
     --------------------------------- -----------------------------------
     Laish                                            2,539
     --------------------------------- -----------------------------------
     Danish dairy distributor                         1,323
     --------------------------------- -----------------------------------
     Shamir Salads                                   13,967
     ================================= ===================================
     TOTAL AS REPORTED                               17,829
     --------------------------------- -----------------------------------

     The Staff is also advised that although the policy for accounting for
     convertible debt is included in Note 2, we have not issued convertible debt
     and that the note was inadvertently included as part of general policies.

NOTE 25 - FINANCIAL INSTRUMENTS, PAGE F-51

     9.   PLEASE REVISE TO PROVIDE ALL OF THE DISCLOSURES REQUIRED BY PARAGRAPH
          27 OF IFRS 7 WITH REGARD TO HOW FAIR VALUE OF YOUR FINANCIAL
          INSTRUMENTS IS DETERMINED.

     We noted the Staff comment and will revise future filing to include the
     requested information. The Staff is advised that 99% (100% in 2007) of our
     financial instruments in 2008 that are carried at fair value are quoted in
     stock exchanges (mainly in Tel Aviv) and their fair values are determined
     by reference to the quoted prices at the measurement date.

NOTE 26 - BUSINESS AND GEOGRAPHIC SEGMENTS, PAGE F-54

     10.  AS REQUIRED BY PARAGRAPH IN15 OF IFRS 8, PLEASE REVISE FUTURE FILINGS
          TO DISCLOSE THE FACTORS USED TO IDENTIFY YOUR OPERATING SEGMENTS.

     The Staff is respectfully advised that we are applying the provisions of
     IFRS 8 starting January 1, 2009. In our financial statements for the year
     2008, we applied the provisions of IAS 14. The Staff is also advised that
     upon adoption of IFRS 8 the structure of the segments, and hence the
     related disclosures, have changed.


                                       5

     11.  PLEASE TELL US WHY THE GOODWILL IMPAIRMENTS RECOGNIZED DURING 2008 AND
          2007 WERE NOT ALLOCATED TO ONE OF YOUR REPORTABLE SEGMENTS. ALSO,
          PLEASE TELL US WHY THE MAJORITY OF YOUR ASSETS AND LIABILITIES ARE NOT
          ALLOCATED TO ONE OF YOUR REPORTABLE SEGMENTS. SPECIFICALLY, TELL US,
          AT A MINIMUM, WHY TRADE RECEIVABLES, FIXED ASSETS, INTANGIBLE ASSETS
          AND GOODWILL WERE NOT ALLOCATED TO ONE OF YOUR REPORTABLE SEGMENTS.

     As described above, we implemented the provisions of IAS 14 for the 2008
     financial statements. The segment information as disclosed in accordance
     with IAS 14 does not correspond with the identification of cash generating
     units as required by IAS 36 (see note 8 to our financial statements). As
     noted by the Staff, most of the assets were not allocated to the segments
     since management does not review discrete information for preserved and
     non-preserved products/segments to the level of assets and expenses that
     are not directly related to the product sale. The assets and expenses that
     are directly related to the product sale are inventory and cost of goods
     sold. Moreover, because demand for preserved and non-preserved products
     vary from year to year and are difficult to forecast, any allocation of the
     fixed, intangible assets and goodwill on the basis of revenues would not
     provide consistent and value added information, nor do we believe that
     another basis exists to support reliable allocation. Paragraph 19 of IAS 14
     states "Examples of segment assets include current assets that are used in
     the operating activities of the segment, property, plant, and equipment,
     assets that are the subject of finance leases (IAS 17, Leases), and
     intangible assets. If a particular item of depreciation or amortisation is
     included in segment expense, the related asset is also included in segment
     assets. Segment assets do not include assets used for general entity or
     head-office purposes. Segment assets include operating assets shared by two
     or more segments if a reasonable basis for allocation exists. Segment
     assets include goodwill that is directly attributable to a segment or can
     be allocated to a segment on a reasonable basis, and segment expense
     includes any impairment losses recognised for goodwill."

     In our case most of the assets are shared by the two segments, and we
     believe that there is no reasonable basis for allocation as discussed
     above. Specifically, receivables are not allocated between segments because
     sales are made to supermarket chains and other includes both preserved and
     non-preserved goods in one shipment. We decided that since clients are not
     directly purchasing either preserved or non-preserved products, but
     composition of goods as needed, that receivables would not be allocated.
     The Staff is again advised that we adopted IFRS 8 in January 2009, and we
     already apply it. The provisions and the application of IFRS 8 has changed
     the structure of the segments, and hence most of our assets have been
     allocated to segments and the related disclosures will change as well, with
     retroactive application of the new structure to previous year including
     2008.

                                   ----------

If you have any questions or concerns, please call the undersigned at
972-3-607-4475 or Mrs. Ety Sabach of Willi-Food at 972-8-932-1099.

                                     Very truly yours,

                                     /s/ Perry Wildes

                                     Perry Wildes, Adv.

cc:  Mrs. Ety Sabach

                                       6