PARTNERSHIP AGREEMENT

This agreement made January 9, 2007, between X and Y.

1. The above named persons have this day formed a partnership that shall operate under the name of EDEN located at ..., ... and shall engage in food industry.

2. The duration of this agreement will be for a term of five years, beginning on January 9, 2007, or for a shorter term if agreed upon in writing by both partners.

3. The initial investment by each partner will be as follows: X, cash of ...; Y, cash of ... zl.

4. Each partner will give his/her time, skill and attention to the operation of this partnership and will engage in no other business enterprise unless permission is granted in writing by the other partner.

5. The salary for each partner will be as follows: X, ... per month; Y, .... per month. Neither partner may withdraw cash or other assets from the business without express permission in writing from the other partner. All profits and losses of the business will be shared as follows: X, 50%, Y, 50%.

6. Upon the dissolution of the partnership due to termination of this agreement, or to written permission by each of the partners, or to the death or incapacitation of one or both partners, a new contract may be entered into by the partners or the sole continuing partner has the option to purchase the other partner's interest in the business at a price that shall not exceed the balance in the terminating partner's capital account.

7. At the conclusion of this contract, unless it is agreed by both partners to continue the operation of the business under a new contract, the assets of the partnership, after the liabilities are paid, will be divided in proportion to the balance in each partner's capital account on that date.