Translated from the Hebrew


                                                                     Exhibit 4.7



                          ARTICLES OF ASSOCIATION



                                     of



                   TEVA PHARMACEUTICAL INDUSTRIES LIMITED



                          A Limited Share Company






                                                       Updated on April 22, 2002



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                           Translated from the Hebrew


                                TABLE OF CONTENTS
                                -----------------


A.   INTRODUCTION..............................................................4

Interpretation.................................................................4

Objectives and Purpose of the Company..........................................5

Limitation of Liability........................................................5

B.   CAPITAL OF THE COMPANY

Capital Structure..............................................................6

Share Certificates.............................................................7

Transfer and Endorsement of Shares.............................................8

Bearer Share Warrants.........................................................10

Increase and Issue of the Registered Capital..................................11

Change of the Registered Capital..............................................12

C.   GENERAL MEETINGS.........................................................12

Deliberations at General Meetings.............................................13

Votes by the Shareholders.....................................................15

D.   THE BOARD OF DIRECTORS...................................................17

Appointment and Retirement from Office........................................18

Remuneration of Directors.....................................................21

Powers and Duties of the Board of Directors...................................22

Operations of the Board of Directors..........................................22

Committees of the Board of Directors..........................................24

Audit Committee...............................................................25

Signature and Minutes.........................................................25

Director-Emeritus.............................................................26


                                       2

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                           Translated from the Hebrew


E.   CEO......................................................................27

F.   DIVIDEND, RESERVE FUND AND CAPITALIZATION................................28

Dividend......................................................................28

Reserve Fund..................................................................29

Capitalization................................................................29

G.   AUDITING AND NOTICES.....................................................31

Auditing and Internal Auditor.................................................31

Notices.......................................................................32

H.   EXEMPTION, INSURANCE AND INDEMNIFICATION OF OFFICERS.....................33

I.   MISCELLANEOUS............................................................34

Amendment of the Articles of Association......................................34

Special Purchase Offer........................................................34


                                       3

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                           Translated from the Hebrew


                                 A. INTRODUCTION
                                    ------------

Interpretation
--------------


1.   In these Articles of Association, the words which appear in the first
     column in the table set forth below shall be interpreted in accordance with
     the interpretation which is given to them on the same line in the second
     column thereof. This shall apply as long as the text or context of the
     matter does not include any statement which contradicts said meaning or
     which is not consistent therewith.

     Words                              Interpretations
     -----                              ---------------

     "the Company"                      Teva Pharmaceutical Industries Ltd.

     "the Law"                          The Companies Law, Hatashna't -1999, and
                                        any other law which shall replace or
                                        amend it and which shall apply to the
                                        Company and which shall be in force at
                                        the time in question.

     "these Articles"                   The Articles of Association of the
                                        Company, as they are set forth in this
                                        document or as they shall be in force
                                        from time to time.

     "the Directors"                    The Directors, or, in the case of fewer
                                        than two, the Director of the Company at
                                        the time in question.

     "the Board of Directors"           The Board of Directors established
                                        pursuant to these Articles of
                                        Association.

     "the Registered Office"            The registered office of the Company at
                                        any time.

     "the Register"                     The register of the shareholders in the
                                        Company, which must be maintained
                                        pursuant to the provisions of the Law.

     "Month"                            A Gregorian calendar month.

     "Year"                             A Gregorian calendar year.


                                       4

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     "CEO"                              A General Manager pursuant to the
                                        provisions of the Law.

     "the Accountant"                   An Auditing Accountant pursuant to the
                                        provisions of the Law.

     "Officer"                          As per its definition in the Law.

     The Hebrew version of these Articles shall be the sole binding version.

     Writing shall be deemed to include printing and lithography and any other
     means of setting down words in a visible form. Words which are in the
     singular form shall be deemed to include the plural form, and vice versa.
     Words which are in the masculine gender shall be deemed to include the
     feminine gender, and vice versa. Words which apply to individual persons
     shall be deemed to include incorporated entities, unless specified
     otherwise.

     With the exception of that set forth above, the words and expressions in
     these Articles shall have the same meaning as that given to them in the
     Law, unless they conflict with the content or the subject of that set forth
     in writing.


Objectives and Purpose of the Company
-------------------------------------

2.   The purpose of the Company is to engage in any lawful endeavor.

3.   The Company's center of management shall be in Israel, unless the Board of
     Directors shall otherwise resolve, with a majority of three-quarters of the
     participating votes.

4.   The Company is entitled to contribute a reasonable amount to a worthy
     cause, even if the contribution does not fall within the framework of its
     business objectives.


Limitation of Liability
-----------------------

5.   The liability of the  shareholders  is limited to redemption of the par
     value of their shares.


                                       5

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                           Translated from the Hebrew


                            B. CAPITAL OF THE COMPANY
                               ----------------------


Capital Structure
-----------------

6.   The registered share capital of the Company is in the amount of NIS
     50,000,000 (fifty million New Israeli Shekels), composed of 500,000,000
     shares at a par value of 0.1 NIS per share, divided as follows:

     499,575,693       ordinary shares at a par value of 0.1 NIS per share;

     424,247           Class "A" ordinary shares at a par value of 0.1
                       NIS per share;

     60                deferred shares at a par value of 0.1 NIS per share.

7.   (a)  The ordinary shares at a par value of 0.1 NIS per share and the Class
          "A" ordinary shares at a par value of 0.1 NIS per share shall confer
          upon the holders thereof equal rights with regard to the receipt of
          dividends, the receipt of bonus shares and the distribution of Company
          property during liquidation.

     (b)  In addition, the ordinary shares at a par value of 0.1 NIS per share
          shall confer upon the holders thereof equal rights with regard to
          voting and the right to appoint directors, including pursuant to the
          provisions of Articles 59 and 60 below. The Class "A" ordinary shares
          at a par value of 0.1 NIS per share shall not confer upon the holders
          thereof any rights whatsoever with regard to voting and the right to
          appoint directors.

8.   The deferred shares at a par value of 0.1 NIS per share shall not confer
     upon the holders thereof any rights, except for the right to be reimbursed
     in the amount of the par value thereof upon liquidation.

9.   Should the share capital, at any time whatsoever, be divided into different
     types of shares, it shall be permissible to change the rights of any such
     type (unless otherwise set forth in the terms of issue of the shares of
     that type) after having obtained the consent, in writing, of all of the
     shareholders of the shares that have been issued of that type, or following
     the adoption of a resolution, by a majority of three-quarters of the
     participating votes, at a meeting of the shareholders of that type. The
     provisions of these Articles with regard to General Meetings shall also
     apply, mutatis mutandis, with regard to such a meeting.


                                       6

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                           Translated from the Hebrew


10.  The Company is entitled, subject to the provisions of the Law, to issue
     redeemable preferred shares or redeemable securities, pursuant to the terms
     and in the manner which shall be set forth by the Company at a General
     Meeting, and to redeem said shares or securities. The Company shall be
     entitled to decide upon the establishment of a fund or funds for the
     purpose of redemption of redeemable preferred shares or of other redeemable
     securities, in whole or in part, and to decide upon the amounts which shall
     be allocated to said fund or funds and the sources from which said amounts
     shall be allocated.

11.  The shares shall be under the supervision of the Board of Directors, which
     shall be entitled, subject to the provisions of the Law, to issue them, to
     grant option rights for the purchase thereof, or to confer them in any
     manner to such persons, subject to such reservations and at such times as
     the Board of Directors shall see fit - provided, however, that no share
     whatsoever shall be issued at less than its par value, other than pursuant
     to the provisions of the Law.

12.  The Company is entitled, at any time, to pay a commission to any person who
     shall underwrite, or shall agree to underwrite (whether absolutely or
     conditionally), shares or bonds of the Company, or who shall obtain the
     commitment of an underwriter, or shall agree to obtain the commitment of an
     underwriter (whether absolutely or conditionally), with regard to shares or
     bonds of the Company.

     However, should the commission with regard to the shares be paid, or be
     payable, out of capital, the legal conditions and requirements concerning
     such payment shall be preserved and upheld. The commission may be paid in
     cash, in shares or in bonds of the Company, or by way of any two or of all
     three of said means.

13.  Unless otherwise stipulated in these Articles, the Company shall be
     entitled to consider the registered holder of any share to be the absolute
     holder of said share, and accordingly, shall not be obligated to recognize
     any claim in equity or any claim on any other basis which may be filed by
     any other person with regard to such a share or with regard to any benefit
     related to such a share, unless it shall have been instructed to do so by a
     competent court of law or shall be required to do so by virtue of the
     provisions of the Law or by virtue of the provisions of any other law.



Share Certificates
------------------

14.  The share certificates shall be issued by the Company and shall bear the
     properly affixed signature of two Directors, or of one Director and the
     Secretary of the Company. Each shareholder shall be entitled to receive,
     free of charge, one certificate with respect to the shares which are
     registered in his or her name, or,


                                       7

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                           Translated from the Hebrew


     with the approval of the Board of Directors (against payment of a price
     which shall be determined by the Board of Directors from time to time), a
     number of certificates, each of which shall be issued with respect to one
     or more of the shares which are held by him or her; The Company shall issue
     the certificates with respect to fully paid-up shares within one month of
     the date of the issue thereof, or within one month of the date of receipt
     of the total consideration with respect thereto, or within one month of the
     date on which the Company shall have been provided, pursuant to the
     provisions of the Law and of these Articles, with the certificate of
     transfer of the fully paid-up shares with respect to which the share
     certificate is requested. Each share certificate shall designate the
     numbers of the shares with respect to which it was issued and the amount
     which was paid for said shares.

15.  Should any share certificate become mutilated or defaced, then, following
     the submission of said certificate to the Secretary of the Company, the
     Board of Directors or the Secretary of the Company shall be entitled to
     instruct that said certificate shall be canceled and a new certificate
     shall be issued in its stead; Should a share certificate become lost or
     destroyed, then, following the submission of evidence to the satisfaction
     of the Board of Directors or the Secretary of the Company, and following
     the submission of such guarantee of indemnification and compensation for
     damages as the Board of Directors or the Secretary of the Company shall see
     fit to require, another certificate shall be delivered in its stead to the
     person who is entitled to the certificate which became lost or destroyed,
     against such payment as shall be determined by the Board of Directors or
     the Secretary of the Company from time to time.

16.  A share certificate which is registered in the names of two or more persons
     shall be delivered to that person whose name is listed first in the
     Register.


Transfer and Endorsement of Shares
----------------------------------

17.  The Company shall maintain Registers according to the Law, and in addition,
     it is entitled to maintain additional registers of shareholders outside
     Israel (hereinafter: "Additional Register").

18.  No transfer of any share shall be registered unless a certificate of
     transfer shall have been submitted to the Company, in the usual form or in
     a form which shall be set forth by the Board of Directors or the Secretary
     of the Company from time to time. Shares of more than one type shall not be
     included in the same certificate of transfer. A certificate of transfer of
     any share shall be signed by the transferor and the transferee, or by
     persons on their behalf. The Board of Directors or the Secretary of the
     Company, at their sole discretion, is entitled to decide that, in cases of
     transfer of fully paid-up shares, the certificate of transfer shall be
     signed by or on


                                       8

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                           Translated from the Hebrew


     behalf of the transferor alone. In addition, the Board of Directors or the
     Secretary of the Company, at their sole discretion, are entitled to decide
     that there shall be no need for the signature of a witness in order to
     validate the signatures which appear on the certificate of transfer.

     The transferor shall be deemed to be the holder of a transferred share
     until the name of the transferee shall have been registered in the Register
     with regard to said share. With regard to shares which are registered in an
     Additional Register, a certificate of transfer may be drawn up in the form,
     and may be signed in the manner, which shall be permitted or customary,
     according to law or prevailing procedure, in the country in which the
     Additional Register is maintained.

19.  Each certificate of transfer shall be handed in for registration at the
     Registered Office, or the office where an Additional Register of the
     Company is maintained (whichever is relevant), or in any other place, as
     the Board of Directors or the Secretary of the Company shall set forth from
     time to time. The share certificates with respect to the transferred
     shares, and any other evidence which the Board of Directors or the
     Secretary of the Company shall require, in order to prove the transferor's
     right of ownership or his or her right to transfer the shares, shall be
     attached to said certificate of transfer.

20.  The Board of Directors is entitled to refuse to register or to confirm the
     transfer of shares, until the shares whose transfer is desired or any
     thereof shall have been fully paid up. The fact of whether or not the
     refusal applies to a transferee who is the holder of a share in the Company
     shall have no relevance.

21.  The executors of the will or of the estate of an individual shareholder who
     has died - or, in cases where there are no executors of a will or of the
     estate, the persons who have been declared by a competent court of law to
     hold a right of benefit, in the capacity of the heirs of said individual
     shareholder who has died - shall be the only persons who shall be
     recognized by the Company as the holders of a right in any share which is
     registered in the name of the deceased individual. Should a share be
     registered in the names of two or more shareholders, the Company shall
     recognize only the surviving partner or the surviving partners, or the
     executors of the will or of the estate of the last partner to have died, as
     the holders of a right in said share, and, should there be no executor of a
     will or of the estate (of the last deceased partner), the Company shall
     recognize, as the holders of a right in said share, only the persons who
     have been declared by a competent court of law to hold a right of benefit,
     in the capacity of the heirs of the last deceased partner.

22.  Any person or entity that has become entitled to a share as the result of
     the demise or bankruptcy of a shareholder shall be entitled - after having
     provided such evidence as the Board of Directors or the Secretary of the
     Company shall require of


                                       9

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                           Translated from the Hebrew


     that person or entity from time to time - to be registered as a shareholder
     with respect to said share, or, instead of being personally registered as a
     shareholder, to perform any transfer which the deceased or bankrupt
     shareholder could have performed. However, in any such case, the Board of
     Directors shall be entitled to refuse or to delay registration, as it would
     have been entitled to do in the case of transfer of the share by the
     deceased shareholder prior to his or her death, or by the bankrupt
     shareholder prior to the occurrence of the bankruptcy.

23.  Any person or entity that has become entitled to a share as the result of
     the demise or bankruptcy of a shareholder shall also be entitled to the
     same dividends and other rights to which said person or entity would have
     been entitled, had said person or entity been the registered holder of said
     share. However, prior to being registered as a shareholder, said person or
     entity shall not be entitled, with respect to said share, to benefit from
     any right which is granted to shareholders with regard to General Meetings
     of shareholders in the Company.

Bearer Share Warrants
---------------------

24.  The provisions of the sections that appear in this chapter, hereinafter,
     shall apply solely and exclusively with regard to bearer share warrants
     which were issued prior to the year 2001.

25.  A bearer share warrant shall entitle the holder thereof to the shares which
     are registered therein. These shares shall be transferable by way of
     delivery of the actual share warrant. The provisions of these Articles of
     Association with regard to the transfer and endorsement of shares shall not
     apply to shares which are included in these share warrants. The holder of a
     bearer share warrant who shall return the share warrant to the Company for
     the purpose of its cancellation, and who shall pay the amount which shall
     be determined by the Board of Directors for this purpose from time to time,
     shall be entitled to have his or her name registered in the Register as the
     holder of the shares which had been included in the share warrant which was
     returned, in accordance with that which has been set forth, above.

26.  The holder of a bearer share warrant is entitled to deposit the share
     warrant in the Registered Office during its business hours, and, as of two
     business days from the date of deposit and thereafter, as long as said
     share warrant remains deposited as stated above, the depositor shall be
     entitled to receive notices from the Company, in the manner in which such
     notices are given to the holders of registered shares, to sign a demand for
     the convocation of a General Meeting of the Company, to participate in any
     General Meeting of the Company, to vote therein, and to exercise the
     remaining rights which are granted to any shareholder at any General
     Meeting which is convened, as if his or her name were registered in the
     Register as the owner of the shares which are included in the deposited
     share warrant, provided


                                       10

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                           Translated from the Hebrew


     that the shares are of a type which confers such rights upon the registered
     holder thereof. Only one person shall be recognized as the depositor of any
     specific share warrant.

27.  With the exception of those cases which have been explicitly set forth
     within the framework of these Articles of Association, no person, by virtue
     of his or her being the holder of a bearer share warrant, shall be entitled
     to sign a demand for a convocation of a General Meeting of the Company, and
     no such person shall be able to appear at a General Meeting or to vote
     therein, or to make use of any other rights pertaining to a shareholder at
     the General Meetings of the Company. However, the holder of a bearer share
     warrant shall be entitled, from all other aspects, to all of the rights as
     if his or her name were registered in the Register as the owner of the
     shares which are recorded in the share warrant.

28.  The Board of Directors shall be entitled, should it see fit to do so, to
     establish, from time to time, rules and conditions pursuant to which the
     holder of a bearer share warrant which became mutilated, lost or defaced
     shall be registered in the Register as the owner of the shares which had
     been included in the share warrant which became mutilated, lost or defaced.


Increase and Issue of the Registered Capital
--------------------------------------------

29.  (a)  The Company shall be entitled, from time to time, pursuant to a
          resolution to be passed by the General Meeting of shareholders, to
          increase the share capital of the Company, by means of such type and
          in such amount, which shall be divided into shares of such par value,
          as shall be determined in the resolution as stated above.

     (b)  Without derogating from any special rights or privileges which are
          granted to any existing shares in the share capital of the Company,
          the new shares shall be issued pursuant to such terms, subject to such
          reservations, and in accordance with such advantages and rights as
          shall apply to those shares, all as set forth in the resolution
          concerning the issue thereof. The Company shall be entitled to issue
          shares with preferred rights, deferred rights or limiting rights with
          regard to dividends, the return of capital, or participation in
          surplus assets or otherwise- with special rights or without special
          rights, including with or without voting rights.

30.  The Company shall not be obligated to offer any new shares whatsoever to
     the holders of existing shares of any type and kind.


                                       11

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                           Translated from the Hebrew


31.  Unless otherwise set forth in the terms of issue of the shares, or in the
     provisions of these Articles, any capital which shall be obtained by means
     of the creation of new shares shall be deemed to constitute part of the
     original share capital, and shall be subject to the provisions of these
     Articles in all matters concerning calls for payment and installments in
     connection therewith, transfer, endorsement, forfeiture, encumbrance and
     the like.


Change in the Registered Capital
--------------------------------

32.  The Company shall be entitled, from time to time, pursuant to a resolution
     to be passed by the General Meeting of shareholders:

     (a)  To consolidate its share capital or any part thereof, and to divide it
          into shares of par value per share which is higher than that of its
          existing shares; or

     (b)  To subdivide its existing shares, in whole or in part, into shares of
          par value per share which is lower than that of its existing shares,
          subject to that set forth in the provisions of the Law; or

     (c)  To cancel shares with respect to which, as at the date of said
          resolution, no obligation - including a contingent obligation - on the
          part of the Company to issue such shares exists, and to reduce the
          share capital by the amount of the shares canceled as set forth above;
          or

     (d)  To reduce the share capital of the Company and any capital fund, by
          any means which it shall see fit, subject to all of the conditions and
          approvals which shall be required by any law.


                               C. GENERAL MEETINGS
                                  ----------------

33.  The Company shall hold two types of General Meetings of its shareholders:
     "Annual Meetings" and "Special Meetings": An Annual Meeting shall be
     convened once a year, on a date which shall be set by the Chair of the
     Board of Directors or by the Secretary of the Company, but no later than 15
     months after the last Annual Meeting, and in a place which shall be
     determined by the Chair of the Board of Directors or by the Secretary of
     the Company; All of the other General Meetings of the Company shall be
     referred to as "Special Meetings". All of the General Meetings of the
     Company shall be convened in Israel, unless the Company's center of
     management shall have been transferred to another country in accordance
     with the provisions of these Articles.


                                       12

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                           Translated from the Hebrew


34.  Whenever the Board of Directors shall see fit, it shall be entitled to
     convene a Special Meeting according to its resolution. In addition, the
     Board of Directors shall convene such a meeting upon the demand of two
     Directors or one-quarter of the Directors serving in office, and upon the
     demand of one or more shareholders holding not less than five percent of
     the issued capital and one percent of the voting rights in the Company, or
     one or more shareholders holding at least five percent of the voting rights
     in the Company; and, should the Board of Directors fail to do so, the
     demanding director(s) or shareholder(s) shall be entitled to convene the
     meeting himself/themselves, pursuant to the provisions of the Law.

35.  Notice, at least 30 days in advance, shall be published pursuant to the Law
     and shall be delivered to each shareholder who is registered in the
     Register or in the Additional Registers, with regard to each General
     Meeting. The notice shall set forth the agenda and the proposed
     resolutions; should a vote in writing be scheduled, the arrangements with
     regard to the vote in writing shall be stated.

36.  Failure to send notice to any shareholder or failure of any shareholder to
     receive notice, due to an error or as a result of a mishap beyond the
     control of the Company, shall not adversely affect the validity of any
     resolution which shall have been adopted by the General Meeting in
     question.


Deliberations at General Meetings
---------------------------------

37.  The function of the Annual Meeting shall be in accordance with that set
     forth in the Law, and also to receive the Statement of Profit and Loss, the
     Balance Sheet, the usual reports of the Board of Directors and the
     Accountant, and to deliberate upon said reports, to appoint Directors
     pursuant to the provisions of these Articles, to appoint the Accountant, to
     set the salary of the Directors and the Accountant, and to deal with any
     other matter which should be dealt with at an Annual Meeting pursuant to
     these Articles. Any other matter which is discussed at an Annual Meeting,
     and any matter which is discussed at a Special Meeting, shall be deemed a
     special matter.

38.  Two shareholders who are present at a General Meeting, in person or by
     proxy or represented by their Authorized Persons, and who jointly hold
     twenty-five percent or more of the paid-up share capital of the Company,
     shall constitute a legal quorum. No matter shall be discussed at any
     General Meeting unless a legal quorum is present at said meeting at the
     time of commencement of the deliberations.

39.  Should no legal quorum be present half an hour after the time set for the
     General Meeting - whether said meeting is an Annual Meeting or a Special
     Meeting - the


                                       13

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                           Translated from the Hebrew


     meeting shall be adjourned to one week from that day, at the same time and
     at the same place, or at another date, time and place as shall be set forth
     by the Board of Directors in a notice to all of those persons who are
     entitled to receive notice of General Meetings. Should no legal quorum be
     present at the adjourned meeting as well, half an hour after the time set
     for said meeting, any two shareholders present, in person or by proxy, who
     jointly hold twenty percent or more of the paid-up share capital of the
     Company shall constitute a legal quorum and shall be entitled to deliberate
     all of the matters for the purpose of which the meeting was convened.

40.  The Chair of the Board of Directors, or, in his or her absence, the
     Vice-Chair of the Board of Directors, or, in his or her absence, any other
     person who has been appointed for that purpose by the Board of Directors,
     shall serve as Chair at any General Meeting. Should there be no Chair as
     stated above, or should he or she not have arrived at the meeting thirty
     minutes after the time set for said meeting, or should he or she not desire
     to serve as Chair of the meeting, the shareholders present shall elect
     another person from among themselves, and that person shall be the Chair.

41.  The Chair shall be entitled, with the consent of a General Meeting which is
     attended by a legal quorum, to adjourn the meeting from time to time and
     from place to place. However, in the course of the adjourned meeting as
     stated above, there shall be no deliberation on other matters than those
     which could have been discussed at the meeting in the course of which it
     was decided to adjourn. No shareholder shall be entitled to receive any
     notice with regard to the adjournment or with regard to the matters which
     are on the agenda of the adjourned meeting.

42.  At any General Meeting, resolutions shall be voted upon and adopted by a
     show of hands, unless a vote by ballot is demanded - whether before or
     after the announcement of the results of the voting by a show of hands - by
     the Chair (if he or she is eligible to vote) or by at least two
     shareholders who are present, or by one or more shareholders who are
     present, in person or by proxy, and who hold at least five percent of the
     paid-up share capital of the Company. Unless a vote by ballot has been
     demanded as stated above, the announcement by the Chair that the resolution
     has been adopted, or has been adopted unanimously or by a certain majority,
     or has been rejected, or has not been adopted by a certain majority, and a
     comment registered to that effect in the minutes kept by the Company, shall
     constitute prima facie evidence thereof, and there shall be no need to
     prove the number of votes or the relative quota of votes in favor or
     against said resolution.

43.  Without derogating from that set forth above, resolutions of the General
     Meeting, on any subject whatsoever, may also be adopted by way of a vote in
     writing, which shall be expressed in the following form or in any other
     form which shall be approved by the Board of Directors or which shall be
     set forth pursuant to the Law:


                                       14

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                           Translated from the Hebrew


                    " TEVA PHARMACEUTICAL INDUSTRIES LIMITED
                      --------------------------------------

          I the undersigned, ___________ of _______________, in my capacity as a
          shareholder of Teva Pharmaceutical Industries Limited, do hereby vote
          in writing, with ________ ordinary shares which are registered in my
          name, at the General Meeting of shareholders in the Company which
          shall take place on the ___ day of the month of _______ in the year
          _____ and at any adjourned meeting, with regard to the proposed
          resolutions which are set forth below, as follows:
          ......................................................................
          ......................................................................
          Signed this day, the ___ day of the month of ______ in the year ____."

44.  Should a vote by ballot have been duly demanded, the voting shall be held
     at such a time and in such a place as the Chair shall instruct, and it
     shall be permissible to hold the voting immediately, or after recess or an
     adjournment. The results of the vote by ballot shall be deemed as a
     resolution of the General Meeting with regard to which the vote by ballot
     was demanded.

45.  The demand for a vote by ballot shall not impede the continuation of the
     Meeting for the purpose of deliberation of any matter which is on the
     agenda, with the exception of the matter with regard to which the vote by
     ballot was demanded.

46.  A vote by ballot for the purpose of electing the Chair of the Meeting shall
     be neither demanded nor conducted. A vote by ballot with regard to the
     adjournment of the meeting, if demanded, shall be conducted immediately. A
     vote by ballot which has been demanded with regard to any other matter
     shall be held at such a time as the Chair of the Meeting shall instruct.

47.  Should the votes in favor and against be tied, whether the voting is by a
     show of hands or by ballot, the Chair of the Meeting shall be entitled to
     an additional casting vote.

48.  Any resolution of the Company which is adopted at a General Meeting shall
     be deemed a resolution duly adopted if it has been adopted by simple
     majority of the participating votes, as long as there is a legal quorum at
     said meeting, unless another majority is required pursuant to the Law or to
     these Articles.


Votes by the Shareholders
-------------------------

49.  Subject to, and without derogating from, the existing rights or limitations
     with regard to any specific type of shares which constitute part of the
     Company's


                                       15

<PAGE>


                           Translated from the Hebrew


     capital, each shareholder - irrespective of whether the voting is by a show
     of hands or by ballot - shall be entitled to one vote with respect to each
     share held by him or her.

50.  In the case of joint holders of a share, either of the registered
     shareholders who is present, in person or by proxy, at a General Meeting is
     entitled to vote at that Meeting as if he or she were the sole holder of
     the shares jointly registered as stated above. However, should two or more
     joint shareholders be present, themselves or by proxy, at any General
     Meeting, the vote of the partner whose name is listed first in the Register
     shall be the sole allowable vote, and that partner alone shall be entitled
     to vote, whether in person or by proxy, with respect to the share jointly
     registered as stated above.

51.  The shareholders who are eligible to vote may do so in person or by proxy
     or by way of a vote in writing, and if the shareholder is a corporation -
     through an empowered person who shall have been duly appointed for the
     purpose (hereinafter: "Authorized Person"). The document of appointment of
     a proxy shall be drawn up in writing and signed by the appointing person or
     by that person's agent who shall have been duly appointed in writing for
     that purpose. If the shareholder is a corporation, the authorization of an
     Authorized Person shall be drawn up in writing and signed pursuant to the
     Memorandum and Articles of Association of the appointing corporation.

52.  One person may be appointed as proxy for several shareholders.

53.  A proxy or an Authorized Person may also be a person who is not a
     shareholder in the Company.

54.  A document of appointment of a proxy, a power of attorney, a vote in
     writing, a certificate of ownership or any other document pursuant to which
     a document of appointment, a vote in writing, or a certificate of ownership
     is signed, or a copy of any such document, shall be deposited at the
     Registered Office no less than four (4) days before the date and time set
     for the convocation of the Meeting at which the person whose name is set
     forth in the document of appointment shall seek to vote. Should this not be
     done, the document as set forth above shall not be valid unless otherwise
     decided by the Chair of the Meeting.

55.  Should a proxy or an Authorized Person vote in accordance with the terms of
     his or her document of appointment, his or her vote shall be valid, even
     if, prior to the voting, the person who appointed the proxy or the
     Authorized Person dies or becomes insane, or the appointment is canceled,
     or the share by virtue of which the proxy or the Authorized Person voted is
     transferred to another person, unless notice in writing with regard to the
     demise, insanity, cancellation or transfer as set


                                       16

<PAGE>


                           Translated from the Hebrew


     forth above, , shall have been given, prior to the voting to the Secretary
     of the Company or to the Chair of the Meeting at which the voting took
     place.

56.  A shareholder who is incompetent, or with regard to whom a court of law
     which is competent to do so has issued a guardianship order, shall be
     entitled to vote, whether by a show of hands or by ballot, through his or
     her guardian or through another person, fulfilling the role of such a
     guardian, who has been appointed for this purpose by a court of law as
     stated above, and any such guardian or other person as stated above shall
     be entitled to vote whether personally or by proxy.

57.  The document of appointment of a proxy or an Authorized Person shall be
     drawn up in the following form or in any other form which shall be approved
     by the Board of Directors or the Secretary of the Company.


                     "TEVA PHARMACEUTICAL INDUSTRIES LIMITED
                     ---------------------------------------

          I the undersigned, ___________ of _______________, in my capacity as a
          shareholder of Teva Pharmaceutical Industries Limited, do hereby
          appoint ___________ of _______________ as my proxy, to vote in my name
          and in my stead, at the General Meeting of shareholders in the Company
          which shall take place on the ___ day of the month of _______ in the
          year _____ and at any adjourned meeting.

          Signed  this  day,  the ___ day of the month of ______ in the
          year _____, _____________"


                            D. THE BOARD OF DIRECTORS
                               ----------------------

58.  (a)  The maximum number of Directors of the Company shall be 16 Directors
          who shall be elected pursuant to Article 60 below, plus the number of
          external Directors who shall be appointed pursuant to the Law. The
          Board of Directors is entitled, at any time and from time to time, to
          change the maximum number of Directors as stated above, subject to a
          majority of three-quarters of the persons voting, as long as the
          number of the Directors who are voting in favor of said resolution is
          no fewer than nine, by changing the number of Directors as set forth
          in Article 60 (b) below to any number that is not less than 15 and
          whose division by 3 is an integer. Should the Board of Directors have
          changed the number of Directors as set forth above, the number of
          members of each of the groups set forth in Articles 60 (c) and 60 (d)
          below shall be changed accordingly.


                                       17

<PAGE>


                           Translated from the Hebrew


     (b)  The minimum number of Directors on the Board of Directors shall be
          three (3).

59.  (a)  A Director shall not be required to hold any shares whatsoever in the
          Company.

     (b)  A corporation is not qualified to serve as a Director of the Company.

     (c)  The majority of the members of the Board of Directors shall be
          residents of Israel, unless the Company's center of management shall
          have been transferred to another country in accordance with the
          provisions of these Articles.


Appointment and Retirement from Office
--------------------------------------

60.  (a)  The Board of Directors shall be entitled, at any time and from time to
          time, to appoint the CEO as a member of the Board of Directors.

          Should the Board of Directors not determine the term of office of the
          CEO as a Board Member, such CEO shall serve as a member of the Board
          until the next annual meeting and may be re-elected.

     (b)  The Annual Meeting shall be entitled to elect, in the manner and for
          the periods of time which are set forth below in this Article, 15
          Directors, who shall be divided into three equal groups. The
          provisions of this Article set forth below shall not apply to the CEO,
          who serves as a member of the Board of Directors by virtue of the
          provisions of subsection (a) above, in the event that he so serves,
          nor to the external Directors who are appointed pursuant to the
          provisions of the Law.

     (c)  At the Annual Meeting, which shall take place in 2002, at which the
          Directors shall be elected pursuant to the provisions of this Article,
          in its present wording, the Directors shall be elected and/or shall
          continue to serve, as relevant, for various periods of time, as
          follows:

          1.   The members of the first group of 5 Directors shall be elected to
               serve in office on a continuous basis, until the third Annual
               Meeting which shall be held following the date of their election
               (hereinafter: "Three-Year Term").


                                       18

<PAGE>


                           Translated from the Hebrew


          2.   The members of the second group of 5 Directors who have been
               elected at the Annual Meeting, which took place in 2001, and
               whose serve is due to conclude at the third Annual Meeting,
               following the date of their election.

          3.   The members of the third group of 5 Directors shall be elected to
               serve in office on a continuous basis until the first Annual
               Meeting which shall be held following the date of their election.

     (d)  At each Annual Meeting following the Annual Meeting that will take
          place in 2002, the General Meeting shall be entitled to elect up to 5
          Directors, who shall be elected for a Three-Year Term to replace the
          Directors whose term in office has expired as of that Annual Meeting,
          and so on ad infinitum, so that the Directors who shall be elected as
          stated above shall serve for Three-Year Terms, and so that, each year,
          the term in office of one of the groups of Directors shall expire.

     (e)  The nomination of candidates for election as Directors may be made by
          the Board of Directors, up to the date of the Annual Meeting;
          alternatively, it may be made by any shareholder, provided that the
          nomination proposed by that shareholder, in writing, shall arrive at
          the Registered Office, within ten days from the publication of advance
          notice of the Annual Meeting in accordance with Article 35 above. The
          above shall apply provided that any nomination by a shareholder as set
          forth above shall include all of the following particulars: (i) the
          name and address of the nominating shareholder and a detailed listing
          of the number of shares held by him or her; (ii) particulars with
          regard to the candidate(s) for appointment as Director(s), such as
          would have been required in a Notice of Position filed on behalf of
          the Board of Directors with regard to the nomination of candidate(s)
          to the Board of Directors; (iii) approval attesting to the consent of
          the candidate(s) to serve on the Board of Directors of the Company;
          (iv) a detailed listing of all of the relationships and understandings
          which exist between the nominating shareholder and the candidate(s) on
          his or her behalf; (v) a notice stating whether the nominator intends
          to send the remaining shareholders a Notice of Position with regard to
          the appointment of the candidate(s) on his or her behalf.

     (f)  Should the number of members of any group of the groups listed in
          subsection (c) above become less than the maximum number of members
          (as this number shall have been changed by the Board of Directors
          pursuant to Article 58 (a) above - should it so have been changed),
          the Board of Directors shall be entitled, at any time and from time to
          time, to appoint, within the framework of the maximum number as
          stated, Directors who shall


                                       19

<PAGE>


                           Translated from the Hebrew


          serve until the expiry of the term of office of the members of the
          group in question.

61.  The Directors who are serving in office shall be entitled to act even if a
     vacancy occurs on the Board of Directors. However, should the number of
     Directors, at the time in question, become less than the minimum set forth
     in these Articles, the remaining Directors or the remaining Director shall
     be entitled to act for the purpose of filling the vacancies which shall
     have occurred on the Board of Directors or of convening a General Meeting,
     but not for any other purpose.

62.  Any Director who shall have retired from his or her office shall be
     qualified to be re-appointed - unless a limitation affecting his or her
     appointment as a Director shall exist pursuant to the provisions of the
     Law.

63.  (a)  The office of a Director shall fall vacant, prior to the expiry of his
          or her term in office, only if:

          (1)  If he or she has died;

          (2)  If he or she has been declared bankrupt or has ceased to make
               payments or has come to a compromise arrangement with his or her
               creditors;

          (3)  If he or she has been declared incompetent or has become mentally
               ill;

          (4)  If he or she has resigned his or her office by way of notice in
               writing to the Company;

          (5)  If he or she has been removed from office pursuant to Article 64
               below;

          (6)  If he or she has been convicted of an offense which, pursuant to
               the provisions of the Law, incurs the expiry of his or her term
               in office;

          (7)  In accordance with a decision by a court of law, pursuant to the
               provisions of the Law.

     (b)  The Board of Directors shall be entitled to appoint, as a replacement
          for a Director whose office has fallen vacant pursuant to subsections
          (1) to (4), (6) and (7) of subsection (a) above, another Director, who
          shall serve in office until the date on which the term in office of
          his or her predecessor would have expired, had said office not fallen
          vacant as stated.

     (c)  Any person or persons who are competent to appoint and/or to elect a
          Director pursuant to the provisions of these Articles shall be
          entitled to determine that the said appointment/election shall enter
          into force at some future date.


                                       20

<PAGE>


                           Translated from the Hebrew


64.  (a)  Should any Director violate a duty of care or a duty of a fiduciary
          duty to the Company, the General Meeting shall be entitled to remove
          that Director from office prior to the expiry of his or her term in
          office (hereinafter: the "Removed Director"), provided that the
          Removed Director shall be given a reasonable opportunity to state his
          or her case before the General Meeting.

     (b)  Should a Director have been removed from office as set forth in
          subsection (a) above, the General Meeting shall be entitled, in the
          same session, to elect another Director in his or her stead. Should it
          fail to do so, the Board of Directors shall be entitled to do so,
          pursuant to the provisions of Article 60 (f) above.

     (c)  Any Director who shall have been appointed by way of a resolution as
          stated in subsection (b) above, shall serve in office for the period
          remaining of the term in office of the Removed Director and shall be
          qualified to be re-appointed.


Remuneration of Directors
-------------------------

65.  (a)  The remuneration of the Directors shall be set in an amount which
          shall be determined by the General Meeting from time to time, and this
          remuneration shall be distributed among the Directors pursuant to the
          instructions of the General Meeting, or, in the absence of said
          instructions, in equal shares. The Directors shall be entitled to be
          reimbursed, for board and lodging at a reasonable rate, and for other
          expenses which they shall expend for the purpose or in the course of
          performance of their duties as Directors, including travel expenses to
          and from sessions of the Board of Directors.

     (b)  Should any of the Directors, pursuant to a resolution of the Board of
          Directors, perform special duties or services over and above his or
          her regular duties as a Director, the Board of Directors shall be
          entitled to pay said Director a remuneration, and said remuneration
          shall be paid to said Director in the form of a salary, a fee, or in
          any other manner which shall be agreed to by the Board of Directors.

     (c)  A Director shall be entitled to perform another duty or to hold
          another office in the Company (except for the office of Accountant,
          Internal Auditor or attorney for the Company) on a salaried basis, in
          addition to his or her duties as a Director, pursuant to such terms,
          with regard to salary and other matters, as shall be determined by the
          Board of Directors.


                                       21

<PAGE>


                           Translated from the Hebrew


Powers and Duties of the Board of Directors
-------------------------------------------

66.  The Board of Directors shall formulate Company policy and shall supervise
     the performance of the duties and operations of the CEO. Any power of the
     Company which has not been conferred upon another organ pursuant to the Law
     or to these Articles may be exercised by the Board of Directors. However,
     this power of the Board of Directors shall be subject to the provisions of
     these Articles and the provisions of the Law, provided that no provision
     which shall be enacted by the Company shall revoke the validity of any
     action which had previously been taken by the Board of Directors and which
     would have been legal, had it not been for that set forth in this Article.


Operations of the Board of Directors
------------------------------------

67.  The Board of Directors shall meet for the purpose of conducting its
     business, and shall be entitled to adjourn its sessions from time to time
     and to establish the procedure of said sessions as it shall see fit.

68.  Any question which shall arise in any of the sessions of the Board of
     Directors shall be settled by simple majority of all of the Directors who
     are voting at that session, unless otherwise set forth by another provision
     of these Articles. Should the votes be tied, the Chair of the Board of
     Directors shall be entitled to an additional casting vote.

69.  The legal quorum which shall be required for a session of the Board of
     Directors shall be a majority of the members of the Board of Directors then
     serving in office, but shall not be fewer than three Directors, unless
     otherwise determined in these Articles.

70.  At any session of the Board of Directors at which a legal quorum is
     present, the participants in that session shall be entitled to exercise all
     of the powers which are vested in the Board of Directors.

71.  The Board of Directors shall be entitled to elect a Chair of the Board of
     Directors and to determine his or her term in office, provided that the CEO
     shall not serve as Chair of the Board of Directors other than pursuant to
     the provisions of the Law, provided that the CEO serves as a Director at
     the same time and throughout the period he serves as Chairman of the Board.
     Should the Board of Directors not determine the term in office of the Chair
     of the Board of Directors, said Chair shall serve until the next Annual
     Meeting and may be re-elected. Should no Chair of the Board of Directors be
     elected, or should the Chair not be present at any session


                                       22

<PAGE>


                           Translated from the Hebrew


     within 30 minutes after the time set for said session, the Board of
     Directors shall select one of its members who shall serve as Chair of the
     session.

72.  The Chair of the Board of Directors shall be entitled to convene a session
     of the Board of Directors at any time and pursuant to the provisions of the
     Law, or according to a request by the CEO.

     Should the Chair of the Board of Directors fail to convene a session of the
     Board of Directors within 21 days of the date on which a demand was
     presented to him or her by any person entitled to present a demand as
     stated above (hereinafter: the "Demanding Party"), or within 21 days of the
     date on which he or she shall have been demanded to do so pursuant to the
     provisions of the Law, any one of the Demanding Parties shall be entitled
     to convene a session of the Board of Directors pursuant to the provisions
     of the Law.

73.  Notice of sessions of the Board of Directors shall be sent by mail, or
     shall be delivered by hand or by fax or by telephone or by any other medium
     of communications to all of the Directors, at least three days in advance.
     Said notice shall include a reasonable level of detail with regard to the
     subjects on the agenda.

74.  Failure to send notice to any Director with regard to a session of the
     Board of Directors, due to error, shall not adversely affect the validity
     of any resolution which shall have been adopted by the session in question.

75.  The sessions of the Board of Directors shall be convened in Israel, unless
     the Company's center of management shall have been transferred to another
     country in accordance with the provisions of these Articles. Without
     derogating from that set forth in the opening passage of this Article, the
     Board of Directors shall be entitled: to hold sessions through the use of
     any means of communication; to convene for a session without advance
     notice, provided that this shall be done with the consent of all of the
     Directors; to adopt resolutions even without physically meeting, provided
     that this shall be done with the consent of all of the Directors who are
     eligible to participate in the deliberations and to vote on the matter
     addressed by the resolution; all pursuant to the provisions of the Law.
     Should a resolution be adopted without physically meeting as stated above,
     the Chair of the Board of Directors shall sign the minutes pertaining to
     the resolutions, and there shall be no need to append the signatures of the
     remaining Directors to said minutes.


                                       23

<PAGE>


                           Translated from the Hebrew


Committees of the Board of Directors
------------------------------------

76.  (a)  The Committees of the Board of Directors shall be composed of one or
          more Directors. The Chair of the Board of Directors shall be entitled,
          from time to time, to join any Committee of the Board of Directors, as
          a member of said Committee. The Board of Directors shall be entitled,
          from time to time, to transfer any of its powers to the Committees of
          the Board of Directors. Notwithstanding, the Board of Directors shall
          not be entitled to delegate any of its powers to the Committees as
          stated above, other than for the purpose of recommendation only, with
          regard to the following topics:

          (1)  Determining general Company policy;

          (2)  Distribution, other than by way of purchase, of shares of the
               Company in accordance with the framework previously set forth by
               the Board of Directors;

          (3)  Establishing the position of the Board of Directors in a matter
               which requires the approval of the General Meeting, or stating an
               opinion with regard to a special purchase offer;

          (4)  The appointment of Directors, if the Board of Directors is
               entitled to appoint them;

          (5)  The issue of shares or of securities which are convertible to
               shares or which may be realized as shares, or of a series of
               bonds, other than the issue of shares following the realization
               or conversion of Company securities;

          (6)  Approval of financial statements;

          (7)  Approval by the Board of Directors for transactions and
               operations which require approval by the Board of Directors,
               pursuant to Sections 255, 268 to 270 and 272 to 275 of the Law.

          To preclude all doubt, the Board of Directors is entitled to transfer
          its power to authorize a transaction which is not irregular and which
          complies with that set forth in Section 270 (1) of the Law, to a
          Committee of the Board of Directors.

     (b)  In spite of that which has been set forth in subsection (a), above,
          the Board of Directors shall be entitled to delegate any of its powers
          to the Committees of the Board of Directors, pursuant to the
          provisions of the Law.


                                       24

<PAGE>


                           Translated from the Hebrew


     (c)  Any Committee which has been composed as stated above shall be
          obligated, when making use of the powers vested in it, to comply with
          all of the rules which shall be set forth by the Board of Directors.
          The members of a Committee shall continue to serve in office until
          their replacements shall have been duly appointed or elected pursuant
          to these Articles.

77.  The Board of Directors shall be entitled to appoint, for each Committee of
     the Board of Directors, a permanent Chair from among the members of that
     Committee. Should the Chair not be present within 30 minutes of the time
     set for a Committee session, or should there be no Chair of the Committee,
     those present at the session shall be entitled to elect a member from among
     themselves who shall serve as Chair of the session.

78.  The provisions of these Articles with regard to the sessions and procedures
     of the Board of Directors shall also apply, mutatis mutandis, to sessions
     of any Committee of the Board of Directors, with the exception of the
     provisions of the closing passage of Article 68 and the opening passage of
     Article 75, unless otherwise determined in the Law or in these Articles.


Audit Committee
---------------

79.

     (a)  The Board of Directors shall appoint an Audit Committee, pursuant to
          the provisions of the Law.

     (b)  The External Directors shall be members of the Audit Committee,
          pursuant to the provisions of the Law.


Signature and Minutes
---------------------

80.  The Company shall appoint, from time to time, a person whose signature, or
     persons whose signatures, together with the stamp of the Company or the
     printed name of the Company, shall bind the Company. This shall apply,
     whether generally or to a specific matter or specific matters, as shall be
     determined by the Company..

81.  The minutes of the Company shall include the following details:

     (a)  The appointment of any officers who shall have been appointed by the
          Board of Directors.


                                       25

<PAGE>


                           Translated from the Hebrew


     (b)  The names of the Directors who are present at any session of the Board
          of Directors and at any session of a Committee of the Board of
          Directors.

     (c)  The resolutions of the Board of Directors and the main points of the
          deliberations of the General Meetings and the sessions of the Board of
          Directors and of all of the Committees of the Board of Directors.

     The minutes of any such session, provided that they shall be seen to have
     been signed by the Chair of that session or by the Chair of the subsequent
     session of the same entity, shall be deemed to constitute prima facie
     evidence of the correctness of all of the matters set forth therein.

82.  All of the operations which are performed in good faith by the Board of
     Directors or by a Committee of the Board of Directors, or by any person
     acting as a Director, shall be valid even if it shall subsequently be found
     that there was a deficiency in the appointment of such an entity or of such
     a Director, or if any or all thereof shall be deficient, just as if each of
     said entity or Director had been duly appointed and had been qualified to
     act , as required by the circumstances of the case at hand.


Director-Emeritus
-----------------

83.  The Board of Directors shall be entitled, from time to time, to appoint a
     person who does not hold any position in the Company and who has served as
     a Director of the Company in the past, by way of an honorary appointment,
     as an advisor to the Board of Directors on such matters as shall be set
     forth for that purpose, from time to time, by the Board of Directors
     (hereinafter: "Director-Emeritus"). A Director-Emeritus shall not be an
     officer and shall not have any powers or duties vis-a-vis the Company, the
     Board of Directors, or the Company's shareholders, employees or creditors.
     Without derogating from the generality of that stated above, a
     Director-Emeritus shall not be obligated to give advice or to express an
     opinion in any matter whatsoever, even if he or she shall be asked to do so
     by the Board of Directors; a recommendation by a Director-Emeritus shall
     have no binding weight vis-a-vis the Board of Directors in any way; and a
     Director-Emeritus shall be exempt in advance from any liability which he or
     she might otherwise have incurred, with regard to damage as a result of the
     breach of the duty of care vis-a-vis the Company, the Board of Directors,
     or the Company's shareholders, employees or creditors.


                                       26

<PAGE>


                           Translated from the Hebrew


                                     E. CEO
                                        ---

84.  (a)  The Board of Directors shall appoint, from time to time, a person who
          shall serve as the CEO of the Company, for such a duration and
          pursuant to such terms, including terms with regard to remuneration
          and/ or benefits, as the Board of Directors shall see fit.

     (b)  The Board of Directors is entitled to terminate the term in office of
          the CEO, at any time and for any reason whatsoever.

     (c)  The CEO shall be a resident of Israel throughout the entire duration
          of his or her term in office, unless the Company's center of
          management shall have been transferred to another country in
          accordance with the provisions of these Articles.

     (d)  The CEO shall be responsible for the day to day management of the
          affairs of the company, within the framework of the policy that has
          been set forth by the Board of Directors, subject to its guidelines,
          and all in accordance with the provisions of the law.

85.  The Board of Directors shall be entitled, from time to time, as it shall
     see fit, to delegate to the CEO any of the powers which have been vested in
     the Board of Directors, with the exception of those which have been
     exclusively conferred upon the Board of Directors and may not be delegated
     pursuant to the provisions of the Law. Moreover, the Board of Directors
     shall be entitled, from time to time, to restrict the delegation of powers,
     both with regard to the duration thereof and with regard to the purposes
     for which they shall be used, and to limit them to specific areas and to
     make them contingent upon specific conditions, all as the Board of
     Directors shall see fit. At the time of delegation of powers, as stated
     above, to the CEO, the Board of Directors shall be entitled to determine
     that said delegation shall be parallel to, or shall supplant, the
     respective operation of the Board of Directors. The Board of Directors
     shall be entitled, from time to time, to rescind or to modify the
     delegation of any power which shall have been delegated pursuant to this
     Article.


                                       27

<PAGE>


                           Translated from the Hebrew


                  F. DIVIDEND, RESERVE FUND AND CAPITALIZATION
                    ------------------------------------------


Dividend
--------

86.  The Company shall be entitled to distribute a dividend pursuant to the
     provisions of the Law, and no dividend shall bear interest; each dividend
     shall be determined and settled in consideration of the rights of the
     shareholders, if any, whose shares shall bear special rights with regard to
     dividends. Unless the rights are attached to any shares or unless otherwise
     stated in the terms of issue thereof, shares which have been paid up, in
     whole or in part, after the beginning of the financial year in respect of
     which the dividend is paid shall entitle the holders thereof to a dividend
     in a manner proportional to the amount which has been paid up, or credited
     as having been paid up, on the par value of said shares and to the date of
     payment thereof (pro rata temporis).

87.  The Company shall be entitled, at a General Meeting, to declare an annual
     dividend which shall be paid to the shareholders. No annual dividend shall
     be declared which is larger than that which was proposed by the Board of
     Directors; however, the Company shall be entitled, at a General Meeting, to
     declare an annual dividend which is smaller than that which was proposed by
     the Board of Directors.

88.  A General Meeting which declares a dividend shall be able to adopt a
     resolution stating that the dividend in question shall be paid, in whole or
     in part, by means of the distribution of the Company's assets, in bonds of
     the Company or in shares, or in any other manner.

89.  The Board of Directors shall be entitled, from time to time, to declare the
     distribution of an interim dividend to the shareholders, as the Board of
     Directors shall deem justified, pursuant to the situation of the Company
     and the provisions of the Law, provided that the first Annual Meeting which
     shall take place after the date of adoption of the resolution by the Board
     of Directors as stated above shall approve the resolution retroactively.
     The Board of Directors shall be entitled to declare the distribution of an
     interim dividend in cash or in any other manner.

90.  The right to a dividend with respect to nominative shares, which has been
     declared by the Company, shall be determined in accordance with that
     recorded in the Register as of the date of record (X-Date), according to
     the declaration.

91.  Unless otherwise specified, it shall be permissible to pay any dividend by
     check or bank transfer or payment order, which shall be sent according to
     the registered address of the shareholder or the person entitled to the
     dividend (and in the case of joint registered holders, to the shareholder
     whose name is first mentioned in the


                                       28

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                           Translated from the Hebrew


     Register with regard to the joint ownership), or in any other manner. Any
     such check shall be drawn up to the order of the person to whom it is sent.
     The receipt of the dividend by the person who is registered in the Register
     as the holder of any share - or, in the case of joint holders, by any of
     the joint shareholders - shall constitute full, final and absolute release
     with regard to all payments which shall have been made with respect to said
     share. The Company shall be entitled to invest all of the dividends which
     have not been claimed for a period of one year after having been declared,
     or to use them in any other manner, for the benefit of the Company, until
     said amounts are claimed.


Reserve Fund
------------

92.  The Board of Directors shall be entitled, from time to time, to allocate
     amounts out of the profits of the Company which may be distributed in the
     form of dividends, and to transfer such amounts, as it shall see fit, to an
     account of a fund or funds as it shall see fit. All of the amounts which
     shall be so transferred and so credited to the account of such a fund shall
     serve, at the discretion of the CEO, after having consulted with the CFO,
     and subject to the approval of the Board of Directors, for special purposes
     or for the gradual settlement of any debt or obligation of the Company or
     for the repair or maintenance of any of the Company's assets or for the
     coverage of losses from the sale of assets or investments or the
     depreciation in value thereof (whether on a one-time basis or in a general
     manner), or, subject to the prior approval of the Company at a General
     Meeting, for the supplementing or payment of the dividend or for any other
     purpose which shall be appropriate for use of the Company's profits.

93.  All of the amounts which shall have been transferred and credited to the
     account of any fund or funds may be used, so long as they have not been
     used for any other purpose pursuant to Article 92 above, for the purpose of
     investment, together with any other monies of the Company, in the ordinary
     course of business of the Company, and there shall be no need to
     distinguish between these investments and the investments of other monies
     of the Company.


Capitalization
--------------

94.  (a)  The Company shall be entitled, at any time and from time to time, to
          adopt a resolution stating that any part of the amounts which are
          credited at that time to any capital fund or held by the Company as
          profits which may be distributed, shall be capitalized and shall be
          released for distribution among the shareholders who would have been
          entitled to receive them, had they been distributed as a dividend, and
          in the same proportion, provided that said amounts shall not be paid
          in cash, but shall be used to fully pay up - whether


                                       29

<PAGE>


                           Translated from the Hebrew


          according to their par value or with the addition of any premium which
          shall be determined by the Company - shares which have not yet been
          issued or bonds of the Company, which shall be issued and distributed
          among said shareholders and in such a proportion, as shares or bonds
          which have been fully paid up.

     (b)  (1)  In any case in which the Company shall issue bonus shares by way
               of capitalization of profits or funds, at a time where there
               shall be in circulation any securities which have been issued by
               the Company and which confer upon the holders thereof the right
               to convert said securities to shares in the share capital of the
               Company or options to purchase shares in the share capital of the
               Company (the rights of conversion or the options as stated above
               shall be referred to hereinafter as "the Rights"), the Board of
               Directors shall be entitled (in cases where the Rights, or any
               part thereof, shall not be adjusted in any other manner in
               accordance with the terms of issue thereof) to transfer to a
               special fund (which shall be referred to by whatever designation
               shall be resolved by the Board of Directors, and which shall be
               referred to hereinafter as "the Special Fund") an amount which
               shall be equal to the nominal amount of the share capital which
               those persons entitled to all or part of the Rights would have
               received, as a result of the issue of the bonus shares, had they
               exploited their Rights prior to the date of record which sets
               forth the right to receive bonus shares, including the right to
               fractions of shares, and, in the case of a second or additional
               distribution of bonus shares - including eligibility which
               results from any prior distribution of bonus shares.

          (2)  In any case in which the Company shall issue new shares and/or,
               in lieu of such issue, shall cause its subsidiary to transfer
               existing shares in the Company which are held by said subsidiary,
               as a result of the exploitation of said Rights by the persons
               entitled thereto, in cases where the Board of Directors
               implemented a transfer to the Special Fund with respect to those
               Rights pursuant to subsection (1) above, the Company shall issue
               to any such holder, in addition to the shares to which he or she
               is entitled as a result of the exploitation of his or her Rights,
               a number of fully paid-up shares whose total par value shall be
               equal to the amount which was transferred to the Special Fund in
               respect of his or her rights. This shall be done by means of
               capitalization of an appropriate amount from the Special Fund,
               and the Board of


                                       30

<PAGE>


                           Translated from the Hebrew


               Directors shall be entitled to decide, at its sole discretion, on
               the manner of handling the Rights to fractions of shares.

          (3)  Following any transfer to the Special Fund, should the Rights
               expire, or should the period set forth for exploitation of the
               Rights with regard to which the transfer was implemented come to
               an end, before said Rights have been exploited, any amount which
               was transferred to the Special Fund with regard to the
               aforementioned unexploited Rights shall be released from the
               Special Fund, and the Company shall be entitled to handle any
               amount which shall be so released in any manner in which it would
               have been entitled to handle said amount, had it not been
               transferred to the Special Fund.

95.  For the purpose of implementation of any resolution which shall be adopted
     on the basis of Articles 88 or 94 of these Articles, the Board of Directors
     shall be entitled, at its sole discretion, to settle, as it shall see fit,
     any difficulty (if any) which shall arise with regard to the distribution.
     To this end, the Board of Directors shall be entitled to issue partial
     certificates, to determine the value of the distribution of certain assets,
     and to determine that shareholders shall receive payment on the basis of
     the value which shall have been determined as stated above, or that
     fractions at a value of less than 0.1 New Israeli Shekel shall not be taken
     into account, in order to adjust the rights of the parties. In addition,
     the Board of Directors shall be entitled to place all monies and specific
     assets in trust, in the hands of trustees, on behalf of those persons who
     are entitled to receive the dividend or the monies which have been
     capitalized, all as the Board of Directors shall see fit.


                             G. AUDITING AND NOTICES
                                --------------------


Auditing and Internal Auditor
-----------------------------

96.  The Annual Meeting shall be entitled to appoint the Accountant, who shall
     serve for a period which shall not extend beyond the third Annual Meeting
     after that at which he or she was appointed. At least once a year, the
     Accountant shall audit the Company's accounts and shall express his or her
     opinion as to the correctness of the Statement of Profit and Loss and the
     Balance Sheet.

97.

     (a)  The Board of Directors of the Company shall appoint an Internal
          Auditor, pursuant to the provisions of the Law.


                                       31

<PAGE>


                           Translated from the Hebrew


     (b)  The Board of Directors is entitled to terminate the term of office of
          the Internal Auditor, pursuant to the provisions of the Law.

     (c)  The organizational superiors of the Internal Auditor shall be the CEO
          jointly with the Chair of the Board of Directors.


Notices
-------

98.  The Company shall be entitled to publish notices to its shareholders in two
     daily newspapers and/or as stipulated pursuant to the Law. The Company
     shall be entitled to deliver notices to its shareholders by any of the
     alternative means set forth hereinafter: delivery by hand; dispatch by mail
     to the address appearing in the Register or the Additional Registers;
     dispatch by facsimile to the fax number appearing in the Register or the
     Additional Registers, or to any number which shall have been given to the
     Company for this purpose by any shareholder; dispatch by e-mail to the
     e-mail address registered for that purpose in the Register or the
     Additional Registers; or in any other manner as shall be determined by the
     Company.

99.  Any and all notices which are to be delivered to a shareholder shall be
     given, with regard to jointly held shares, to the person whose name is
     first mentioned in the Register, and any notice thus given shall be deemed
     sufficient notice to the holders of the share.

100. The Company shall be entitled to give notice to persons who are entitled to
     any share as a result of the demise or bankruptcy of the shareholder, by
     sending said notice by any of the alternative ways set forth in Article 98
     above according to the address, fax number or e-mail address (if any) given
     for that purpose by said persons, or by delivering the notice in the same
     way in which it would have been delivered (until such details shall have
     been given), had it not been for the demise or bankruptcy as stated above.

101. Any notice or other document which has been sent by mail or in any other
     manner which is permitted pursuant to these Articles shall be deemed to
     have been delivered to its destination at the time of its receipt by the
     addressee, or four business days after the date on which it was sent as
     stated above (whichever is earlier). A declaration in writing, signed by
     the person delivering the notice or the document, to the effect that a
     letter containing said notice or said document was addressed to the correct
     address and duly delivered to a post office, shall constitute absolute
     evidence to that effect.


                                       32

<PAGE>


                           Translated from the Hebrew


                 H. EXEMPTION, INSURANCE AND INDEMNIFICATION OF
                    -------------------------------------------
                                    OFFICERS
                                    --------

102. Subject to the provisions of the Law, the Company shall be entitled to
     engage in a contract for insurance of the liability of any officer of the
     Company, in whole or in part, as a result of any of the following:

     (a)  Breach of a duty of care vis-a-vis the Company or vis-a-vis another
          person;

     (b)  Breach of a fiduciary duty vis-a-vis the Company, provided that the
          officer acted in good faith and had reasonable grounds to believe that
          the action in question would not adversely affect the Company;

     (c)  Financial liability which shall be imposed upon said officer in favor
          of another person as a result of any action which was performed by
          said officer in his or her capacity as an officer of the Company.

103. Subject to the provisions of the Law, the Company shall be entitled to
     indemnify any officer of the Company, as a result of any of the following:

     (a)  Financial liability which shall be imposed upon said officer in favor
          of another person by virtue of a decision by a court of law, including
          a decision by way of compromise or a decision in arbitration which has
          been confirmed by a court of law, as a result of any action which was
          performed by said officer in his or her capacity as an officer of the
          Company.

     (b)  Reasonable expenses with regard to litigation, including legal fees,
          which said officer shall have expended or shall have been obligated to
          expend by a court of law, in any proceedings which shall have been
          filed against said officer by or on behalf of the Company or by
          another person, or with regard to any criminal charge of which said
          officer was acquitted, or with regard to any criminal charge of which
          said officer was convicted which does not require proof of criminal
          intent, all as a result of any action which was performed by said
          officer in his or her capacity as an officer of the Company.

     All of the above shall apply, provided that the obligation to
     indemnification shall be limited to the types of events which, in the
     opinion of the Board of Directors, could have been foreseen at the time
     that the obligation to indemnification was given, and to the amount
     determined by the Board of Directors as reasonable under the circumstances
     of the case.


                                       33

<PAGE>


                           Translated from the Hebrew


104. Subject to the provisions of the Law, the Company shall be entitled to
     indemnify any officer of the Company retroactively, for any liability or
     expenditure as set forth in Article 103 above, which was imposed upon said
     officer as a result of any action which was performed by said officer in
     his or her capacity as an officer of the Company.

105. Subject to the provisions of the Law, the Company shall be entitled, in
     advance, to exempt any officer of the Company from liability, in whole or
     in part, with regard to damage incurred as a result of the breach of duty
     of care vis-a-vis the Company.


                                I. MISCELLANEOUS
                                   -------------


Amendment of the Articles of Association
----------------------------------------

106. (a)  The Company shall be entitled to modify any of the provisions of this
          Article and any of the provisions of Articles 3, 33 (closing passage),
          58, 59, 60, 68, 75 (opening passage) and 84 above, by way of a
          resolution to be adopted at a General Meeting by a majority of
          eighty-five percent of the votes at that session, unless a lower
          percentage shall have been established by the Board of Directors, by a
          majority of three-quarters of those persons voting, at a session of
          the Board of Directors which shall have taken place prior to that
          General Meeting.

     (b)  The Company shall be entitled to modify the remaining provisions of
          these Articles (which are not included in the list set forth in
          subsection (a) above) by way of a resolution to be adopted at a
          General Meeting by a majority of three-quarters of the votes at that
          session, unless a lower percentage shall have been established by the
          Board of Directors, by a majority of three-fourths of the persons
          voting, at a session of the Board of Directors which shall have taken
          place prior to that General Meeting.


Special Purchase Offer
----------------------

107. Notwithstanding that which has been set forth within the framework of the
     regulations that have been promulgated by virtue of the Law, a special
     offer to purchase company shares shall be governed by the provisions of
     Sections 328 to 334 of the Law.


                                       34