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EXHIBIT 1.1

NOVA MEASURING INSTRUMENTS LTD.

ARTICLES OF ASSOCIATION

Last Amended: August 31,
2006

1

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Articles of Association

Table of Contents

|                                           |  |        
|------------------------------------------ |  | -------
|A.
  Introduction and Interpretation       |  | 1 - 3  
|Article 1                                  |  | 1- 3   
|Article 2                                  |  | 3      
|Article 3                                  |  | 3      
|Article 4                                  |  | 3      
|B. The
  Company, its Capital and Purposes |  | 4 - 8  
|The
  Company and its Purposes             |  | 4      
|Article 1                                  |  | 4      
|Article 2                                  |  | 4      
|Article 3                                  |  | 4      
|Article 4                                  |  | 4      
|Article 5                                  |  | 4      
|The Company Capital                        |  | 4      
|Article 6                                  |  | 4      
|Rights
  Appurtenant to a Share            |  | 5 - 6  
|Article 7                                  |  | 5      
|Article 8                                  |  | 5      
|Article 9                                  |  | 5      
|Article 10                                 |  | 5      
|Article 11                                 |  | 5      
|Article 12                                 |  | 6      
|Article 13                                 |  | 6      
|Article 14                                 |  | 6      
|Article 15                                 |  | 6      
|Article 16                                 |  | 6      
|The
  Shareholders                         |  | 7 - 8  
|Article 17                                 |  | 7      
|Article 18                                 |  | 7      
|Article 19                                 |  | 7      
|Article 20                                 |  | 7      
|Article 21                                 |  | 7  8  
|Change
  of Share Capital                  |  | 8      
|Article 22                                 |  | 8      
|Article 23                                 |  | 8      
|Article 24                                 |  | 8      
|Article 25                                 |  | 8      
|Article 26                                 |  | 8      
|C. The
  Shares                            |  | 9 - 15 
|Share
  Certificate                        |  | 9  10 
|Article 1                                  |  | 9      
|Article 2                                  |  | 9      
|Article 3                                  |  | 9      
|Article 4                                  |  | 9      
|Article 5                                  |  | 9      
|Article 6                                  |  | 9      
|Article 7                                  |  | 9      
|Article 8                                  |  | 9  10 
|Calls                                      |  | 10  11
|Article 9                                  |  | 10     
|Article 10                                 |  | 10     
|Article 11                                 |  | 10     
|Article 12                                 |  | 10     
|Article 13                                 |  | 10  11
|Article 14                                 |  | 11     

2

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|                                                     |  |        
|---------------------------------------------------- |  | -------
|Article 15                                           |  | 11     
|Forfeiture
  and Encumbrance                         |  | 11  13
|Article 16                                           |  | 11     
|Article 17                                           |  | 11     
|Article 18                                           |  | 11     
|Article 19                                           |  | 11     
|Article 20                                           |  | 11     
|Article 21                                           |  | 12     
|Article 22                                           |  | 12     
|Article 23                                           |  | 12     
|Article 24                                           |  | 12     
|Article 25                                           |  | 12     
|Article 26                                           |  | 12  13
|Transfer
  and Delivery of Shares                    |  | 13 - 15
|Article 27                                           |  | 13     
|Article 28                                           |  | 13     
|Article 29                                           |  | 13 14 
|Article 30                                           |  | 14     
|Article 31                                           |  | 15     
|Article 32                                           |  | 15     
|D.
  General Meetings                                |  | 16 - 23
|Convening
  General Meetings                         |  | 16     
|Article 1                                            |  | 16     
|Article 2                                            |  | 16     
|Article 3                                            |  | 16     
|Article 4                                            |  | 16     
|Article 5                                            |  | 16     
|Article 6                                            |  | 16     
|Notices
  regarding Convening a General Meeting      |  | 16  18
|Article 7                                            |  | 16  17
|Article 8                                            |  | 17     
|Article 9                                            |  | 17     
|Article 10                                           |  | 17     
|Article 11                                           |  | 17  18
|Article 12                                           |  | 18     
|Article 13                                           |  | 18     
|Decisions
  at General Meetings                      |  | 18 - 20
|Article 14                                           |  | 18  19
|Article 15                                           |  | 19     
|Article 16                                           |  | 19     
|Article 17                                           |  | 19     
|Article 18                                           |  | 19     
|Article 19                                           |  | 19     
|Article 20                                           |  | 19     
|Article 21                                           |  | 19  20
|Article 22                                           |  | 20     
|Article 23                                           |  | 20     
|Voting
  of Shareholder by a Representative or Agent |  | 20  22
|Article 24                                           |  | 20     
|Article 25                                           |  | 20     
|Article 26                                           |  | 20     
|Article 27                                           |  | 20     
|Article 28                                           |  | 20  21
|Article 29                                           |  | 21     
|Article 30                                           |  | 21     
|Article 31                                           |  | 21  22
|Voting
  by Proxy and Delivery of Position Notices   |  | 22 - 23
|Article 32                                           |  | 22     
|Article 33                                           |  | 22  23

3

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|                                                              |  |        
|------------------------------------------------------------- |  | -------
|E. The
  Board of Directors                                   |  | 24 - 32
|Appointment
  and Removal of Directors                        |  | 24 - 25
|Article 1                                                     |  | 24     
|Article 2                                                     |  | 24     
|Article 3                                                     |  | 24     
|Article 4                                                     |  | 24     
|Article 5                                                     |  | 24     
|Article 6                                                     |  | 24     
|Article 7                                                     |  | 24     
|Article 8                                                     |  | 24     
|Article 9                                                     |  | 24     
|Article 10                                                    |  | 25     
|Article 11                                                    |  | 25     
|Article 12                                                    |  | 25     
|Article 13                                                    |  | 25     
|Alternate
  Director and Corporate Representative             |  | 25  26
|Article 14                                                    |  | 25  26
|Article 15                                                    |  | 26     
|Article 16                                                    |  | 26     
|Article 17                                                    |  | 26     
|Article 18                                                    |  | 26     
|Article 19                                                    |  | 26     
|Article 20                                                    |  | 26     
|Article 21                                                    |  | 26     
|Article 22                                                    |  | 26     
|Remuneration
  of Directors                                   |  | 26     
|Article 23                                                    |  | 26     
|Chair of
  the Board of Directors                             |  | 27     
|Article 24                                                    |  | 27     
|Article 25                                                    |  | 27     
|Article 26                                                    |  | 27     
|Article 27                                                    |  | 27     
|Article 28                                                    |  | 27     
|Convening
  and Conduct of Meetings of the Board of Directors |  | 27  29
|Article 29                                                    |  | 27     
|Article 30                                                    |  | 27  28
|Article 31                                                    |  | 28     
|Article 32                                                    |  | 28     
|Article 33                                                    |  | 28     
|Article 34                                                    |  | 28     
|Article 35                                                    |  | 28     
|Article 36                                                    |  | 28     
|Article 37                                                    |  | 28     
|Article 38                                                    |  | 29     
|Article 39                                                    |  | 29     
|Article 40                                                    |  | 29     
|Article 41                                                    |  | 29     
|Article 42                                                    |  | 29     
|Article 43                                                    |  | 29     
|Notices
  of Board Meetings                                   |  | 29 - 30
|Article 45                                                    |  | 29     
|Article 46                                                    |  | 29     
|Article 47                                                    |  | 29  30
|Article 48                                                    |  | 30     
|Article 49                                                    |  | 30     
|Powers
  of the Board of Directors                            |  | 30 - 31
|Article 50                                                    |  | 30     
|Article 51                                                    |  | 30     
|Article 52                                                    |  | 30     

4

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|                                                                       |  |        
|---------------------------------------------------------------------- |  | -------
|Article 53                                                             |  | 30     
|Article 54                                                             |  | 30     
|Article 55                                                             |  | 30  31
|Article 56                                                             |  | 31     
|Committees
  of the Board of Directors                                 |  | 32     
|Article 57                                                             |  | 32     
|Article 58                                                             |  | 32     
|Article 59                                                             |  | 32     
|Article 60                                                             |  | 32     
|Article 61                                                             |  | 32     
|F. The
  Director-General and Officers                                 |  | 33 - 36
|The
  Director-General                                                 |  | 33  34
|Article 1                                                              |  | 33     
|Article 2                                                              |  | 33     
|Article 3                                                              |  | 33     
|Article 4                                                              |  | 33     
|Article 5                                                              |  | 33     
|Article 6                                                              |  | 33 - 34
|Personal
  Interest in Company Transactions                            |  | 34     
|Article 7                                                              |  | 34     
|Insurance,
  Discharge and Indemnity of Officers                       |  | 34 - 35
|Article 8                                                              |  | 34  35
|Article 9                                                              |  | 35     
|Article 10                                                             |  | 35     
|Signing
  in the Name of the Company                                   |  | 36     
|Article 11                                                             |  | 36     
|G.
  Minutes, Records and Accounting Books                             |  | 37 - 39
|Minutes                                                                |  | 37     
|Article 1                                                              |  | 37     
|Article 2                                                              |  | 37     
|Article 3                                                              |  | 37     
|Article 4                                                              |  | 37     
|Company
  Books and Records                                            |  | 37  38
|Article 5                                                              |  | 37     
|Article 6                                                              |  | 37     
|Article 7                                                              |  | 38     
|Article 8                                                              |  | 38     
|Article 9                                                              |  | 38     
|Article 10                                                             |  | 38     
|Article 11                                                             |  | 38     
|Article 12                                                             |  | 38     
|Accounting
  Books                                                     |  | 38 - 39
|Article 13                                                             |  | 38  39
|Article 14                                                             |  | 39     
|Article 15                                                             |  | 39     
|Article 16                                                             |  | 39     
|H. Audit                                                               |  | 40     
|Auditing
  Accountants                                                 |  | 40     
|Article 1                                                              |  | 40     
|Article 2                                                              |  | 40     
|Article 3                                                              |  | 40     
|Article 4                                                              |  | 40     
|Article 5                                                              |  | 40     
|Internal
  Comptrollers                                                |  | 40     
|Article 6                                                              |  | 40     
|Article 7                                                              |  | 40     
|                                                                       |  |        
|I.
  Capital Funds, Distribution, Bonus Shares and Decrease of Capital |  | 41 - 45
|Capital
  Funds                                                        |  | 41     
|Article 1                                                              |  | 41     

5

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|                                                     |  |        
|---------------------------------------------------- |  | -------
|Article 2                                            |  | 41     
|Article 3                                            |  | 41     
|Distribution
  of Dividends and Bonus Shares         |  | 41 - 44
|Article 4                                            |  | 41     
|Article 5                                            |  | 41     
|Article 6                                            |  | 41     
|Article 7                                            |  | 41  42
|Article 8                                            |  | 42     
|Article 9                                            |  | 42     
|Article 10                                           |  | 42     
|Article 11                                           |  | 42     
|Article 12                                           |  | 42  43
|Article 13                                           |  | 43     
|Article 14                                           |  | 43     
|Article 15                                           |  | 43     
|Article 16                                           |  | 43     
|Article 17                                           |  | 43     
|Article 18                                           |  | 43     
|Article 19                                           |  | 43  44
|Article 20                                           |  | 44     
|Article 21                                           |  | 44     
|Article 22                                           |  | 44     
|Decrease
  of Capital                                |  | 44     
|Article 23                                           |  | 44     
|Article 24                                           |  | 44     
|Article 25                                           |  | 44     
|Securities
  of the Company Purchased by the Company |  | 44  45
|Article 26                                           |  | 44 - 45
|J.
  Winding-up, Merger and Reorganization           |  | 46 - 47
|Winding-up                                           |  | 46     
|Article 1                                            |  | 46     
|Article 2                                            |  | 46     
|Article 3                                            |  | 46     
|Article 4                                            |  | 46     
|Merger
  and Reorganization                          |  | 46 - 47
|Article 5                                            |  | 46     
|Article 6                                            |  | 46 - 47

6

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Chapter A: Introduction and Interpretation

|   |                                                                                                                                               
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------
|1. | In these
  Articles, unless the wording requires another construction, the following
  words shall have the meanings appearing alongside them:

|                          |   |                                                                                                                                                                                                                                                                                                                            
|------------------------- | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Director orDirectors  | - | Member or
  members of the Board of Directors, elected in accordance with the provisions
  of these Articles, and serving at the same time;                                                                                                                                                                                
|                          |   |                                                                                                                                                                                                                                                                                                                            
|Alternate Director      | - | as defined
  in Chapter E, Article 14 below.                                                                                                                                                                                                                                                                               
|                          |   |                                                                                                                                                                                                                                                                                                                            
|The Exchange            | - | Every stock
  exchange or trading forum, in Israel or abroad, in which Company shares, or
  any securities issued by the Company which may be converted or realized by
  Company shares, are registered for trading;                                                                                                       
|                          |   |                                                                                                                                                                                                                                                                                                                            
|The Board of Directors  | - | The Board of
  Directors of the Company, duly elected or appointed in accordance
  with the provisions of these Articles, and every Board Committee to which and
  to the extent powers of the Board have been delegated, to the extent that
  such powers may be delegated by law;                                        
|                          |   |                                                                                                                                                                                                                                                                                                                            
|The Company             | - | Nova
  Measuring Instruments Ltd.                                                                                                                                                                                                                                                                                          
|                          |   |                                                                                                                                                                                                                                                                                                                            
|The Registering Company | - | Any
  Registering Company (as defined in the Companies Law), including any
  transfer agent operating in foreign capital markets ,in the name of which
  Company shares are recorded in the Register;                                                                                                                      
|                          |   |                                                                                                                                                                                                                                                                                                                            
|The Register            | - | Register of
  shareholders and additional register of shareholders which the Company shall
  maintain (if it so maintains) outside Israel, in accordance with the
  Companies Law, 5759 - 1999, provided that shares registered in the Register
  kept in Israel and in the additional register shall not be counted twice;
|                          |   |                                                                                                                                                                                                                                                                                                                            
|Substantial Register    | - | The Register
  of substantial shareholders that must be maintained under the Companies Law;                                                                                                                                                                                                                                
|                          |   |                                                                                                                                                                                                                                                                                                                            
|The Office              | - | The
  registered office of the Company at the time in question;                                                                                                                                                                                                                                                            
|                          |   |                                                                                                                                                                                                                                                                                                                            
|Reduction in Capital    | - | A
  distribution which does not meet the profit test (distribution and profit
  test - as defined in the Companies Law);                                                                                                                                                                                               
|                          |   |                                                                                                                                                                                                                                                                                                                            
|Companies Law           | - | The
  Companies Law, 5759-1999, as amended from time to time, or any other statute,
  as amended, that shall replace it;                                                                                                                                                                                                   

7

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|                              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|----------------------------- | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Securities Law              | - | The
  Securities Law, 5728-1968, as amended from time to time, or any other
  statute, as amended, that shall replace it;                                                                                                                                                                                                                                                                                                                                             
|                              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Surplus Accounts            | - | The net
  profit account in the Companys books;                                                                                                                                                                                                                                                                                                                                                                                                                      
|                              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Business Day                | - | A day on
  which services are given to the public by most of the commercial banks both
  in Israel and USA, except Friday, which shall not be deemed a business day;                                                                                                                                                                                                                                                                                                  
|                              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Writing                     | - | Including a
  printed document, photocopy, telegram, facsimile, electronic mail, internet
  site, and any other form of work or imprinting of words in a visible form, as
  well as any other graphic sign or symbol stored in a computer or in any other
  means of storage;                                                                                                                                                                                         
|                              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Information                 | - | Including
  know-how, data, financial reports, accounting documents, documents including
  drafts, computer files, computer printouts, agreements, minutes, memoranda,
  business plans, forecasts, client lists, prices, costs, market surveys, and
  other such information related directly or indirectly to the activity of the
  Company;                                                                                                                        
|                              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Director-General            | - | A person who
  holds said title, as well as one who holds the powers of the Director-General
  in practice;                                                                                                                                                                                                                                                                                                                                                           
|                              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Officer                     | - | As defined
  in the Companies Law;                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Securities in the
  Company | - | Including:
  (a) shares in the Company; or (b) debentures, commercial securities or
  capital deeds issued by the Company; or (c) certificates, contracts, bills
  and other documents of any sort whatsoever which grant, directly or
  indirectly, a right to purchase, convert, realize or sell each and any of the
  items mentioned in subsections (a) or (b) above; all of the above including
  both those registered on a persons name and bearer securities;
|                              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Corporate
  Representative  | - | as defined
  in Article 20 of Chapter E below;                                                                                                                                                                                                                                                                                                                                                                                                                        
|                              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Companies
  Ordinance       | - | The
  Companies Ordinance [New Version], 5743-1983, as in effect on 1 February 2000
  and as amended from time to time thereafter, or any other statute which shall
  replace it after 1 February 2000, including amendments thereto;                                                                                                                                                                                                                                 
|                              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Year or Month             | - | According to
  the Gregorian calendar;                                                                                                                                                                                                                                                                                                                                                                                                                                

8

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|                 |   |                                                                                                                                                                                                                                                                                                                                                                             
|---------------- | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|These Articles | - | These
  Articles of Association as worded herein or as changed from time to time by
  the general meeting, including Resolutions of the general meeting of the
  Company in respect of restricting the power of the Company to change these
  Articles or any of the provisions herein, which were taken lawfully and in
  accordance with the provisions of these Articles;

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | Subject to
  the provisions of Article 1 above, and except inasmuch as the wording
  requires a different interpretation, terms which have been defined in the
  Companies Law or the Companies Ordinance, as the case may be, shall bear the
  same meaning in these Articles as they are given in those statutes; words
  expressed in the singular form shall include the plural form, and vice versa;
  words expressed in the masculine form shall include the feminine, and words
  meaning a person shall include any kind of corporate entity recognized by
  law.                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3. | Any Article
  herein which determines an arrangement that differs, in part or in whole,
  from a provision in the Companies Law or the Companies Ordinance, as the case
  may be, that may be qualified, changed or supplemented, either in whole or
  with regard to certain issues or with certain restrictions, under any law,
  shall be deemed to qualify said provision in the Companies Law or the
  Companies Ordinance, as the case may be, even if the qualification itself was
  not noted in said Article, and even if the Article explicitly determines that
  its validity shall be subject to the provisions of any law.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|4. | In the event
  of a contradiction between any Article and a provision of law which may not
  be qualified, changed or supplemented, said provision of law shall prevail,
  without, however, vitiating or impairing the force of these Articles or of
  any other Articles herein.                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | When
  construing or examining the validity of any Article, the Article should be
  given a construction which aims to fulfill it according to the purpose
  arising therefrom or from other Articles in these Articles.                                                                                                                                                                                                                                                                                                                                                                                                               

9

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Chapter B: The Company, its Capital and
Purposes

The Company and its Purposes

|                    |                                                                                                                                                                                                                                                                                                                                                                                                                               
|------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                    | Articles
  1,2,3,5 and 6 in this chapter B shall be deemed to be the Memorandum of
  Incorporation of the Company. Any change or amendment of the Memorandum of
  Incorporation will be deemed valid, if taken in accordance with the
  provisions of these Articles.                                                                                                                                                         
|                    |                                                                                                                                                                                                                                                                                                                                                                                                                               
|1.                  | The Company
  is a public company.                                                                                                                                                                                                                                                                                                                                                                                            
|                    |                                                                                                                                                                                                                                                                                                                                                                                                                               
|2.                  | The purposes
  of the Company shall be to engage in the types of pursuits specified in
  Article 3 below.                                                                                                                                                                                                                                                                                                                     
|                    |                                                                                                                                                                                                                                                                                                                                                                                                                               
|3.                  | (a) To
  invent, design, plan, develop, manufacture, market and trade in the field of
  measuring instruments in electronics, micro-electronics, medicine, chemistry,
  metallurgy, ceramics, and any other field.                                                                                                                                                                                                            
|                    |                                                                                                                                                                                                                                                                                                                                                                                                                               
|                    | (b) To
  initiate, participate, manage, execute, import and export any kind of project
  within the boarders of the State of Israel and/or outside Israel.                                                                                                                                                                                                                                                                    
|                    |                                                                                                                                                                                                                                                                                                                                                                                                                               
|                    | (c) To
  register patents, trademarks, trade names, intellectual property rights
  marketing rights and any other right of any kind whatsoever, both in Israel
  and abroad.                                                                                                                                                                                                                                                  
|                    |                                                                                                                                                                                                                                                                                                                                                                                                                               
|                    | (d) To
  engage in any legal activity, both in Israel and abroad.                                                                                                                                                                                                                                                                                                                                                             
|                    |                                                                                                                                                                                                                                                                                                                                                                                                                               
|                    | All purposes
  above shall be in addition to one another and none shall derogate from the
  other.                                                                                                                                                                                                                                                                                                                            
|                    |                                                                                                                                                                                                                                                                                                                                                                                                                               
|4.                  | The Company
  may contribute reasonable sums to a purpose or to a worthy type of purposes
  even if such contributions are not made due to business considerations. The
  Board of Directors, or whomever the Board has so empowered, shall be
  authorized to determine the amounts of the contributions, the purpose or type
  of purposes for which they are made, and the identity of the recipient of the
  contribution.
|                    |                                                                                                                                                                                                                                                                                                                                                                                                                               
|5.                  | The Company
  may at any time engage in any field or type of business in which it is
  permitted, explicitly or implicitly, to engage in under these Articles, and
  may refrain from such business pursuits, whether or not it has begun engaging
  in said field or type of business, all at the discretion of the Board of
  Directors.                                                                                    
|                    |                                                                                                                                                                                                                                                                                                                                                                                                                               
|The Company Capital
|                   
|6.                  | The
  registered share capital of the Company is NIS 400,000 (four hundred thousand
  New Israeli Shekels), divided into 40,000,000 (forty million) NIS 0.01 par
  value ordinary shares.                                                                                                                                                                                                                                     

10

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Rights Appurtenant to a Share

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|7.  | The
  liability of the shareholders of the Company for the debts, charges and
  obligations of the Company is limited to payment to the Company of the par
  value of their shares in the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|8.  | All of the
  ordinary shares shall have equal rights for all intents and purposes, and
  each ordinary share shall grant its owner, inter
  alia:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | 8.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | A right to
  be invited to and to participate in all general meetings of the Company, both
  annual and extraordinary, and a right to one vote for each ordinary share
  owned by him, in every vote at every general meeting of the Company in which
  he participates, provided that the ordinary share is owned by the shareholder
  on the date determined in a decision to convene the relevant general meeting;                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | 8.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | A right to
  receive dividends (if and to the extent they are distributed), a right to
  receive bonus shares (if and to the extent they are issued), in proportion to
  the par value of the ordinary shares, and according to the number of ordinary
  shares which he held at the date of the decision to distribute the dividend
  or to issue the bonus or upon distribution (as the case may be) or at such
  later date as may be determined in said decision;
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | 8.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | A right to
  participate in a distribution (as defined in the Companies Law) which is not
  the distribution of a dividend, in proportion to the par value of the shares
  he owns and according to the share document he owns at the time of the
  decision to make a distribution or at such later date as determined in said
  decision, or in such other manner as shall be determined by the Board of
  Directors at its absolute discretion.                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | 8.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | A right to
  participate in the distribution of surplus assets of the Company at the time
  it is wound up.                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|9   | deleted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|10. | So long as
  the shares of the Company are listed for trading on an Exchange, an allotment
  of another class of shares shall require the approval of the Exchange, to the
  extent that such approval is necessary according to the rules of the Exchange
  or the provisions of any law.                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|11. | Subject to
  the provisions of any applicable law, the Company may issue shares, both
  those included in its original capital and those deriving from an increase in
  capital, with rights of a preferred rank or with rights of a lesser rank, or
  to issue shares deriving from an increase in capital with rights of a
  preferred rank or with rights of a lesser rank, or to issue shares with other
  restricted rights or with other preferred rights in respect of distribution
  of dividends, voting rights, discharge of capital, distribution (which is not
  a distribution of a dividend) or in respect of other matters, as the Company
  may determine from time to time.

11

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|12. | If at any
  time the share capital is divided into different classes of shares, the
  general meeting may, unless the terms of the issuance of said class of shares
  provide otherwise, change, convert, expand, add to or alter in another manner
  the rights, surplus rights, advantages, restrictions and provisions related
  thereto (or not related at that time to one of the classes), if it receives
  the consent of the holders of the shares of the class the rights of which are
  impaired, which consent shall be given at a meeting of the holders of shares
  of said class.                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|13. | 13.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | The special
  rights granted to shareholders or to a class of shares that have been issued,
  including shares issued with preferred rights or other special rights, shall
  not be deemed to have been changed or harmed by the creation or issue of
  additional shares of an equal rank or by the cancellation of registered share
  capital of the same class which was not allotted, unless the terms of the
  allotment of those shares determines otherwise.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | 13.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | The
  consolidation or splitting of the share capital of the Company shall not be
  deemed a change in the rights of the shares being consolidated or split.                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|14. | The
  provisions in these Articles regarding general meetings shall apply, mutatis mutandis, to every meeting of
  shareholders of any class of shares, as the case may be.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|15. | Subject to
  the special provisions in these Articles in this regard, to the extent they
  exist, all of the shares of the Company which are yet to be allotted shall at
  all times be under the supervision of the Board of Directors, which may allot
  them to or otherwise deal with them in any way at its sole discretion, for
  cash or non-cash consideration, upon such terms and qualifications, whether
  above their par value or (subject to the provisions of the Companies Law) at
  a deduction from their par value, at such times which the Board of Directors
  deems fit. The Board of Directors shall have full power to submit a call for
  any shares mentioned above, at their par value, at less or at more than their
  par value, at times, during a period and for consideration which the Board of
  Directors shall deem fit, and to provide every person a right to demand
  allotment of any shares at times, during a period and for consideration which
  the Board of Directors shall determine at its own absolute discretion.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|16. | 16.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | The Board of
  Directors may, at its absolute discretion, treat shareholders differently
  from one another with regard to the amounts demanded for payment, payment
  times and any other matter.                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | 16.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | The Board of
  Directors of the Company may, in respect of every allotment of securities in
  the Company, pay agents fees, underwriters fees or commissions in a manner
  that shall be determined and subject to the provisions of any law.                                                                                                                                                                                                                    

12

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Shareholders

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                       
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|17. | Unless
  determined otherwise in any law or in these Articles, the Company shall be
  entitled to treat the registered owner, including a shareholder who holds a
  share as a trustee, of a share as its absolute owner, and as such shall not
  be obligated to recognize any claim by any other person whatsoever based on a
  right in equity or on other grounds in respect of such a share, or in respect
  of a benefit therein for any other person, unless an order is issued by the
  competent court.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|18. | Notwithstanding
  the provisions of Article 17 above, the following shall also be deemed
  shareholders in the Company:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | 18.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | To the
  extent required and permitted by law, a person in whose favor a share is
  listed with a member of the Exchange, and such share is included among the
  listed shares in the Register in the name of the Registering Company.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                       
|    | 18.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | A person who
  holds a share certificate issued by the Company under these Articles.                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                       
|19. | The Board of
  Directors of the Company may determine from time to time procedures with
  regard to determining the identity of shareholders of the classes specified
  in Article 17 above, and with regard to the manner in which any right,
  benefit, asset or amount shall be transferred or distributed to them,
  including in respect of distribution of dividends or bonus shares, purchase
  of securities in the Company or granting any other right, asset or other
  benefit to the shareholders of the Company, in their capacity as such.
  Moneys, bonus shares, rights or assets of any type whatsoever which have been
  transferred to a shareholder (including to his agent, attorney or whomever
  the shareholder directs) whose identity has been verified according to the
  procedures as aforesaid, shall be deemed a full discharge and release of a
  debt of the Company to any person who claims a right to such payment,
  transfer, distribution or grant of right, as the case may be.                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|20. | A
  Registering Company shall not be deemed the owner of shares in the Company,
  and the shares registered in its name in the Register are owned by those
  entitled to them under Article 18.1 above.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|21. | Subject to
  the provisions of any applicable law, and without derogating from the
  provisions of Article 17 above, the Company may, at its absolute discretion,
  transfer and pay any amount (in cash, by check, by bank transfer or in any
  other manner of payment accepted at the Exchange) and any asset of any type
  (including bonus shares) to shareholders under Article 17.1 above, by
  transfer to members of the Exchange whose identity, along with the scope of
  the right or asset to be transferred to them, will be notified to the Company
  by the Registering Company. So long as the Company acted according to the
  information transferred to it by the Registering Company, the Company shall
  bear no liability for an amount that is not paid or an asset that is not
  transferred, in part or in whole, to a shareholder under Article 18.1 above,
  and the Company shall be deemed to have transferred and paid the full price
  or asset, as the case may be, at the time they are transferred to the
  Registering Company and/or to the members of the Exchange whom the
  Registering Company directed.

13

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Change in Share Capital

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|22. | The Company
  may, from time to time, increase its share capital by creating new shares,
  whether or not all of the shares which it has decided to issue have been
  issued up to that date or not, and whether or not all of the shares that have
  been issued up until that time have been fully paid-up, and the increase
  shall be in such amount, shall be divided into shares having such par value,
  shall be issued on such terms and qualifications and with such rights and
  supplemental rights as the decision on creation of the shares shall direct,
  and in the event that directions are not given in the decision - as the Board
  of Directors shall direct; in particular, the shares may be issued with
  preferred rights or qualified rights (including without rights) to dividends,
  voting rights, discharge of capital or other such matters.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|23. | Except as
  stated otherwise in a decision approving the increase in share capital, the
  new shares shall be subject to all provisions of these Articles applicable to
  existing shares in the capital of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|24. | The Company
  may, from time to time, cancel registered share capital that has not yet been
  issued, provided that there is no undertaking of the Company, including a
  conditional undertaking, to issue the shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|25. | The Company
  may, from time to time, cancel share capital which has been issued, subject
  and according to the provisions of article I.3 of these Articles.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|26. | Any of the
  above acts, mentioned in articles 22  25, shall be deemed a change of these
  Articles as well as amendment to the Memorandum of Incorporation of the
  Company, and shall be decided upon in accordance with article D.21 herein.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

14

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Chapter C: The Shares

Share Certificate

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | A share
  certificate shall be issued with the Company seal together with the
  signatures of two Directors, or together with the signature of one Director
  and the Company Secretary (if a person is appointed to this position) or
  together with additional or other signatures according to the decision of the
  Board of Directors.                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|2. | Every
  shareholder whose name appears in the Register shall be entitled to receive
  one share certificate for the shares registered in his name, or, if the Board
  of Directors so approves (after he shall have paid the amount determined by
  the Board of Directors from time to time), several share certificates, each
  for one or more such shares; every share certificate shall indicate the name
  of the shareholder (or bearer in the event of a share warrant), the number
  of shares for which it was issued, and other details as determined by the
  Board of Directors.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|3. | A share
  certificate registered in the names of two or more persons shall be delivered
  to whomever all of the registered owners of said share shall direct, and
  absent such consent, to the person whose name appears first in the Register
  among the names of the joint owners.                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|4. | If a share
  certificate registered in the name of a person or a bearer share is lost or
  defaced, the Board of Directors may issue a new certificate in its place,
  provided that the original certificate has been submitted to it and destroyed
  by it, or it is proved to the Boards satisfaction that the certificate has
  been lost or destroyed, and the Board has received guarantees to its
  satisfaction for any possible damages, all for consideration, if required.                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|5. | The Company
  may issue bearer share certificates (hereinafter also: share warrant) for fully paid-up shares
  which shall grant the holder thereof the rights noted therein and the right
  to transfer it by delivery of the certificate, and the provisions of these
  Articles regarding transfer and delivery of shares shall not apply to shares
  specified in such a certificate.                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|6. | A holder of
  a share warrant may return it to the Company and may request, for a payment
  determined by the Board of Directors, that his name be listed in the Register
  as a shareholder in the Company for the shares specified in this certificate,
  and that a share certificate in the name of a person be issued to him. If the
  register is closed at the time said request is submitted, or the request has
  not yet been carried out, the actions enumerated in this Article shall be
  performed by the Company promptly after the opening of the Register.                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|7. | Shares shall
  be deemed fully paid up if the entire par value and the premium thereon have
  been paid, according to the terms of issue of the share.                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|8. | Subject to
  the provisions of any law, a holder of a share warrant is entitled to all of
  the rights held by an owner of a share certificate in the name of a person,
  provided that he has proved that he holds the share warrant as aforesaid in
  the following manner:                                                                                                                                                                                                                                                                                                                  

15

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|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      | 8.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | A holder of
  a share warrant may vote at a general meeting if he has presented the share
  warrant to the chair of the general meeting immediately after commencement of
  the meeting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|      | 8.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | A holder of
  a share warrant may deposit the share warrant at the registered office of the
  Company or at such other place that the Board of Directors shall determine,
  and may notify the Company regarding the particulars that an owner of a share
  certificate in the name of a person is obligated to notify to the Company by
  law or under these Articles. So long as the share warrant is deposited as
  aforesaid, the depositor shall have all of the rights available to a
  shareholder to demand that a general meeting of the Company be convened, to
  vote and to use the other rights of shareholder at any meeting convened at
  least two days after the deposit, as if his name were listed in the Register
  as owner of the shares included in the share certificate. Only one person
  shall be recognized as the depositor of the certificate, and the Company must
  return the certificate to the depositor if he so requests in writing at least
  two business days in advance.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Calls
|     
|9.    | The Board of
  Directors may, from time to time at its discretion, submit calls for any
  moneys not yet paid for shares which have been issued and which, according to
  the terms of their issue, are not to be paid up at predetermined times. Every
  shareholder shall pay to the Company the amount of the call submitted to him,
  at the time and place determined by the Board of Directors. A call may be
  divided into several payments. A call shall be deemed made if a decision
  approving it has been made by the Board of Directors.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|10.   | In respect
  of every call, a prior notice of fourteen days shall be sent, indicating the
  amount of payment, the place of payment and the person to whom payment should
  be made, on the condition that before the payment date of such a call the
  Board of Directors may, by written notice to the shareholder, cancel or
  extend the payment date of the call.                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|11.   | Joint owners
  of a share shall be responsible jointly and severally for payment of all
  calls in respect of such a share.                                                                                                                                                                                                                                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|12.   | If, under
  the terms of issue of each share or otherwise, any amount must be paid at a
  set time or in payments at set times, whether the payment is on account of
  the par value or as a premium, any such amount or rate shall be discharged as
  if it were a call duly submitted by the Board of Directors for which notice
  was duly given, and all of the provisions in these Articles in respect of
  calls shall apply to any such amount or rate of payment.                                                                             

16

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|                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|13.                        | If the
  amount of the call is not discharged on the date of payment or prior thereto,
  the person who at that time is the owner of the share for which the call was
  submitted or for which payment is owing, shall pay interest on said amount at
  a rate determined by the Board of Directors from time to time, from the date
  determined for its payment until the date of actual payment; however, the
  Board of Directors may waive payment of the interest, in part or in whole.                                                                                                                                                                                                                                                                                                
|                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|14.                        | If the Board
  of Directors deems fit, it may receive moneys from a shareholder who wishes
  to make early payment for amounts that have not yet been called, or for which
  the payment date has not yet arrived, and which have not yet been discharged
  in respect of his shares, or part hereof; and unless agreed otherwise with
  the shareholder, the Company may pay interest on the moneys advanced in said manner,
  or on part thereof, until the date on which the moneys were to have been paid
  had they not been paid in advanced, at a rate agreed upon between the Board
  of Directors and the shareholder, and the Board of Directors may at any time,
  so long as the payment date has not yet arrived, return the amount advanced
  as aforesaid to said shareholder.
|                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|15.                        | This chapter
  shall apply, mutatis mutandis,
  to any right to purchase or sell shares in the Company, subject to the terms
  of issue of said right.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Forfeiture and Encumbrance
|                          
|16.                        | If a
  shareholder has not paid any call or rate of payment on or before the date
  set for payment thereof, the Board of Directors may, at any time thereafter,
  so long as the call or the rate of payment are not discharged, to send a
  notice to said shareholder and to demand that he pay them with interest
  accrued and all expenses that the Company incurred in connection with such
  failure to discharge.                                                                                                                                                                                                                                                                                                                                                                   
|                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|17.                        | The notice
  shall set a date (which shall be at least ten business after the date of the
  notice) and a place or places where said call or payment shall be paid, with
  interest and expenses as aforesaid. The notice shall also indicate that in
  the event of non-payment on the date set therefor or prior thereto and at the
  place indicated in said notice, the shares for which the call was made or in
  respect of which said payment date has passed may be forfeited.                                                                                                                                                                                                                                                                                                       
|                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|18.                        | If the
  demands included in said notice are not met, then at any time thereafter,
  prior to payment of said call or installment, the interest and the expenses
  owing on account of the shares, the Board of Directors may by decision
  forfeit the shares in respect of which notice was given as aforesaid. Such
  forfeiture shall include all dividends announced in respect of the forfeited
  shares which have not actually been paid prior to the forfeiture.                                                                                                                                                                                                                                                                                                                    
|                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|19.                        | Every share
  so forfeited shall be deemed the property of the Company and shall become a
  dormant share, and the Board of Directors shall be entitled, in accordance
  with the provisions of these Articles and subject to the provisions of any
  law, sell, reissue or transfer them in another manner as it deems fit.                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|20.                        | The Board of
  Directors may, at any time prior to sale, reissue or other transfer of every
  share so forfeited, to cancel the forfeiture in a manner and under terms that
  it shall determine at its absolute discretion, in which event said share
  shall cease to be a dormant share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

17

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|21. | Every
  shareholder whose shares have been forfeited shall cease to enjoy any right
  in connection with the forfeited shares, but in spite of this he must pay
  immediately to the Company all of the calls, installments, payments, interest
  and expenses owing on account of these shares or for them on the date on
  which forfeiture is executed, as well as interest on those amounts from the
  date of forfeiture until the date of execution of all payments (including
  interest and expenses as aforesaid), at a rate that shall be determined by
  the Board of Directors; provided, that in any case in which the shares
  forfeited are resold, the debt of the shareholder whose shares were forfeited
  shall be reduced to the net amount (after deduction of any taxes and the
  Companys expenses incurred in selling the forfeited shares) received in fact
  from their resale.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|22. | The
  provisions of these Articles regarding forfeiture of shares shall apply also
  to cases of non-payment of a fixed amount the payment date of which is
  predetermined, according to the terms of issue of the share or according to
  the terms of allotment of the share, whether on account of the par value or
  as a premium, as if this amount to be paid were a call which was sent and
  notice of it given lawfully.                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|23. | The Company
  shall have the first and fundamental right to place an encumbrance on any
  shares registered in the name of any shareholder, except fully paid-up
  shares, and on any revenue from the sale thereof, for discharging the debts
  and obligations of said shareholder to the Company, whether alone or jointly
  with any other person, for shares which the Company issued to him, whether or
  not the date of discharge of these debts or the date of performance of these
  obligations has arrived, and no equity rights in respect of said shares shall
  be created. Said encumbrance shall apply to all dividends announced from time
  to time in respect of those shares.                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|24. | To realize
  said encumbrance, the Board of Directors may sell the encumbered shares in a
  manner which it deems fit, at its discretion; however, no share shall be sold
  unless the shareholders or executors of their estates receive written notice
  stating that the Company intends to sell said shares, and the shareholder or
  executors of his estate, as the case may be, have not paid the above debts or
  have not fulfilled the above obligations within ten days from the date of
  sending said notice.                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|25. | The net
  revenue (after deduction of any taxes and the Companys expenses incurred in
  selling the shares) from any such sale shall serve to discharge said debts to
  perform said obligations of the shareholder, including the debts and
  obligations the time for discharge or performance of which has not yet
  transpired, and the surplus, if any, shall be paid to the shareholder or to
  the executors of his estate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|26. | In the event
  of a sale after forfeiture or a sale to realize an encumbrance under these
  Articles, the Board of Directors may appoint a person to sign a deed of
  transfer of the shares sold, and to direct that the buyer be registered in
  the Register as the holder of the shares sold, and the buyer shall bear no
  duty to verify that these actions are done properly, nor shall it be his
  concern for which purposes the moneys from the sale were expended; after his
  name is registered in the Register in respect of these shares, the validity
  of the sale shall be  unassailable,
  and the only remedy of any person harmed by the sale shall be in filing a
  claim for damages from the Company alone.                                                                                                                                                                       

18

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Transfer and Delivery of Shares

|    |                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                     
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------
|27. | Transfer of
  shares in the Company shall be effected in the following manner:                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | 27.1                                                                                                                                                                                                                                                                             | Transfer of
  a share warrant duly issued under these Articles shall be effected by
  delivery of the share warrant to the transferee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | 27.2                                                                                                                                                                                                                                                                             | Any other
  transfer of shares in the Company shall be done against delivery of a share transfer
  deed in the wording specified in Article 29 below, which includes all
  particulars, and the signatures of the transferor, the transferee and
  witnesses to their signatures.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|28. | Once a
  transfer of shares is effected in accordance with Article 27.1 above, the
  transferor shall be deemed to remain the holder of the share until the name
  of the recipient of the share is registered in the Register of members in
  respect of the transferred share.
|    |                                                                                                                                                                                                                                                                                 
|29  | The
  following provisions shall apply to a share transfer under Article 27.1
  above:                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                 
|    | 29.1                                                                                                                                                                                                                                                                             | The transfer
  deed of the share shall be worded as follows, or in as similar a manner as
  possible or in an ordinary or accepted form that shall be approved by the
  Board of Directors:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                  | I, __________________________ (I.D. number/Company
  registration number _________________________)(hereinafter: the transferor), in consideration of
  the sum of USD_________________ paid
  to  me  by _________________________  whose
  address  is
  _______________________________________ (hereinafter: the transferee), hereby transfer to the
  transferee _________ shares [from _________ to ___________ inclusive] of Nova
  Measuring Instruments Ltd., to be in the possession of the transferee, the
  executors of his estate, his guardians and representatives, according to all
  of the terms under which I held them immediately prior to signing this deed,
  and I, the transferee, hereby agree to receive the above shares according to
  the above conditions.
|    |                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                  | In witness
  whereof we have signed this ____th day of _______, ________.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                  | _______________________                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | __________________________          
|   
|    |                                                                                                                                                                                                                                                                                  | Transferor                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Transferee                          
|    |                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                     
|    |                                                                                                                                                                                                                                                                                  | ________________________                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | __________________________          
|    |                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                     
|    |                                                                                                                                                                                                                                                                                  | Witness to
  transferors signature                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Witness to
  transferees signature

19

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | (To the
  extent that the transferor or transferee is a corporation - a confirmation of
  an attorney or accountant or other person acceptable to the Company should be
  added, regarding the authority of the persons signing the deed on behalf of the
  corporation to execute or to receive the transfer.)                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Unless
  approved by the Board of Directors, the share transfer deed shall relate only
  to one class of shares.                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | 29.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | Any document
  (including the certificate for the transferred share) required by the Board
  of Directors in connection with the transfer should be submitted together
  with the share transfer deed. If the share transfer is approved, all said
  documents shall remain in the possession of the Company. If the share
  transfer is not approved, said documents shall be returned to the person who
  submitted them, if he so requests.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | 29.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | The Board of
  Directors may:                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 29.3.1                                                                                                                                                                                                                                                                                                                                                                                                                                         | Refuse to
  register the transfer of a share that has not been fully paid up.                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 29.3.2                                                                                                                                                                                                                                                                                                                                                                                                                                         | Not to
  recognize a share transfer deed until the certificate of the transferred
  share and other particulars necessary to prove the right of the transferor to
  transfer the share are attached thereto. Transfer deeds which are registered
  shall remain in the possession of the Company, but any transfer deed that the
  Board of Directors refuses to register shall be returned to its sender at his
  demand.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 29.3.3                                                                                                                                                                                                                                                                                                                                                                                                                                         | Not to
  recognize a share transfer deed until it receives payment for registration of
  the transfer in accordance with Article 30 below.                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | 29.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | Should the
  Board of Directors refuse to approve a transfer of shares, it shall notify
  the transferor to this effect no later than seven (7) days after the date on
  which the transfer deed and the share certificate were received by the
  Company.                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|30. | The Company
  shall be entitled to collect payment for registration of a transfer of shares
  in the Register (including registration of those registered in the name of
  the Registering Company for their owners), in an amount to be determined from
  time to time by the Board of Directors and which shall not exceed forty (40)
  USD (linked to the Consumer Price Index from the index known on the date on
  which these Articles enter into force until the index known on the actual
  date of payment) for registration of one share transfer deed (and for
  transfer of shares from the name of a Registering Company to the name of the
  shareholder -- for registration of every request for transfer of shares to
  the name of the shareholder which the Registering Company submits).

20

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                   
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------
|31. | Notwithstanding
  the provisions of Article 27 above -                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | The Company
  shall change the registration of ownership of shares in the Register of
  shareholders in each of the following instances:                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (1)                                                                                                                                                                                                                                                                                                                                                                                                                     | A court
  order to amend the Register is sent to the Company;                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                   
|    | (2)                                                                                                                                                                                                                                                                                                                                                                                                                     | The
  conditions under law for endorsement of the right are proved to the Company.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                   
|32. | The Company
  may destroy share transfer deeds after six years have passed from
  registration of the transfer, and cancelled share certificates after three
  years of their cancellation; it shall be presumed prima facie that all the transfer deeds and certificates
  that were destroyed were fully valid, and that the transfers, cancellations
  and the registrations effected by virtue thereof were lawful.

21

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Chapter D: General Meetings

Convening of General Meetings

|                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                    
|--------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------
|1.                                            | An annual
  meeting shall be convened at least once every calendar year, and no later
  than fifteen months after the preceding annual meeting, to deliberate on the
  financial reports, appointment of directors, appointment of an auditing
  accountant, and any other matter which the Board of Directors places on the
  agenda of the annual meeting, at a time and place that the Board of Directors
  shall determine.                      
|                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|2.                                            | Except if
  explicitly determined otherwise by a competent court, the provisions of these
  Articles shall apply, mutatis mutandis,
  to the notice and conduct of a general meeting convened at the order of the
  competent court, of a general meeting duly convened other than by the Board
  of Directors, and of the voting at these meetings.                                                                                                 
|                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|3.                                            | Subject to
  the provisions of the Companies Law, every general meeting shall be convened
  at a place where the Board of Directors directs, or, if the Board of
  Directors did not determine the place of the meeting, at a place directed by
  the chair of the Board of Directors. If the place of the meeting is not set
  by the Board of Directors or by the chair of the Board, the meeting shall be
  convened at the Office.               
|                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.                                            | The Board of
  Directors shall convene an extraordinary meeting by its decision, as well as
  at the demand of any of the following:                                                                                                                                                                                                                                                                                                                 
|                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                              | 4.1                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Two
  directors or one-quarter of the directors then serving;                                                                                      
|                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                    
|                                              | 4.2                                                                                                                                                                                                                                                                                                                                                                                                                                                   | One or more
  shareholders who hold at least five per cent of the allotted capital and at
  least one per cent of the voting rights in the Company.
|                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                    
|                                              | 4.3                                                                                                                                                                                                                                                                                                                                                                                                                                                   | One or more
  shareholders who hold at least five per cent of the voting rights in the
  Company.                                                  
|                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                    
|5.                                            | The agenda
  of the general meeting shall be set by the Board of Directors and also shall
  include those issues for which the convening of an extraordinary meeting was
  demanded as mentioned in Article 4 above. One or more shareholders that
  hold(s) at least one per cent of the voting rights at the general meeting,
  may ask the Board of Directors to include a topic in the agenda of a future
  general meeting.                     
|                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|6.                                            | Only
  decisions on items specified in the agenda shall be taken at a general
  meeting.                                                                                                                                                                                                                                                                                                                                                             
|                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Notices regarding Convening a General Meeting
|                                             
|7.                                            | A notice
  regarding a general meeting shall be sent at least 21 days before the date of
  the meeting to every shareholder registered in the Register of shareholders;
  however, subject to any law, the Board of Directors may set a shorter period
  for sending the notice of the general meeting, provided that the  notice is sent to the shareholders
  registered in the Register no later than seven days prior to convening the
  meeting.

22

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|    |                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|8.  | The notice
  shall state the time and place of the meeting, the agenda, the decisions
  proposed and arrangements for voting by proxy, if the issues on the agenda of
  the meeting include those on which the shareholders may vote by proxy under
  law or these Articles.
|    |                                                                                                                                                                                                                                                                             
|9.  | When the
  Company has grounds to assume that an address provided to it by a shareholder
  is no longer his address, said shareholder shall be deemed not to have
  provided the Company with his address in each of the following instances:                               
|    |                                                                                                                                                                                                                                                                             
|    | 9.1                                                                                                                                                                                                                                                                          | When the
  Company has sent him a letter by registered mail to said address, in which he
  is asked to confirm that said address is still his address, or to notify the
  Company of a new address, and the Company receives no answer within 60 days
  from the date on which the Company posts the aforesaid letter at the post
  office.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | 9.2                                                                                                                                                                                                                                                                          | When the
  Company has sent him at said address a letter by registered mail and the
  Postal Authority (including any postal service outside Israel), upon
  returning the letter or without doing so, notifies the Company that the
  letter was not delivered to him at said address because he is not known at
  that address or for any other similar reason.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|10. | Subject to
  any law:                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                             
|    | 10.1                                                                                                                                                                                                                                                                         | The Company
  may send any notice or document to a shareholder by delivering them to him
  personally or by sending them by post to the address which he gave the
  Company. If the notice has been sent by post, it shall be deemed duly sent if
  the letter containing the notice bears the address which the shareholder sent
  to the Company, and it is given to the postal service duly stamped; unless
  the contrary is proved, it shall be deemed delivered within 72 hours from its
  posting by the Company with the postal service when the address is in Israel,
  and within six days of its posting by the Company with the postal service
  when the address is outside Israel.                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | 10.2                                                                                                                                                                                                                                                                         | Subject to
  applicable law and the relevant rules and regulations of the Exchange, if the
  shares of the Company are listed for trading on an Exchange in Israel, the
  Company may send a notice to shareholders, whether they hold bearer shares or
  shares registered in the name of a person, by publishing a notice at least
  once in a daily newspaper published in Israel, and the date of publication of
  the newspaper shall be deemed the date on which notice was received by the
  shareholders. If the shares of the Company are listed for trading on an
  Exchange outside Israel, said notice to shareholders may be sent by
  publishing as aforesaid in a newspaper of general circulation published in
  the country in which the Companys shares are listed. In the event that a
  notice is published in the manner determined in this Article, the Company
  shall bear no duty to give notice by other means.

23

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|                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                
|----------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                              | 10.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | The Company
  may send any notice or document to a shareholder by giving it to him in any
  other manner in writing, provided that doing so is not prohibited by law.                                                                                                                                                                                                                                          
|                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                
|                              | 10.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | A written
  confirmation signed by a director or the secretary regarding sending a
  writing or giving notice in any of the manners specified in paragraphs 10.1,
  10.2, 10.3 above, shall be deemed conclusive evidence regarding every
  particular included therein.                                                                                                                                       
|                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                
|                              | 10.5                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | A notice
  regarding a general meeting shall be sent in one of the above ways to every
  person who has the right to a share upon the death or bankruptcy or winding
  up of a shareholder, and who would have been entitled to receive notice of an
  annual meeting had such circumstances not occurred.                                                                                                     
|                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                
|                              | 10.6                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Every
  shareholder may waive his right to receive notice or his right to receive
  notice at a particular time, and may agree that the general meeting shall be
  convened and shall take decisions even without his having received notice
  thereof or without having received notice thereof within a particular time
  period, subject to the provisions of any law which forbid such waiver or
  consent.
|                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                
|11.                           | The Company
  may give notice to the joint owners of a share by notice to the joint owner
  whose name is listed first in the Register of shareholders with regard of
  said share.                                                                                                                                                                                                                                                                                                                 
|                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|12.                           | Subject to
  applicable law, the validity of decisions taken at a general meeting shall
  not be impaired if the Company mistakenly did not send a notice of the
  meeting to a shareholder who is entitled to receive notice of a general
  meeting by letter, or sent an incomplete or erroneous notice regarding the
  meeting, its convening or agenda, or did not send such a notice to the
  shareholder, or sent or gave notice as aforesaid tardily.                                        
|                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|13.                           | Every
  document or notice sent by the Company according to the provisions of these
  Articles shall be deemed duly sent despite the death, bankruptcy or winding
  up of said shareholder (whether or not the Company knew thereof), so long as
  someone else is not registered in lieu of the shareholder in the Register,
  and delivery or sending as aforesaid shall be deemed adequate in all respects
  with regard to any person who claims a right in said shares.                        
|                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|Decisions at General Meetings
|                             
|14.                           | No
  deliberation at a general meeting may be commenced unless a legal quorum is
  present at the time it is commenced. Except in cases in respect of which
  these Articles determine otherwise, or according to any law or the order of a
  competent court, a legal quorum shall be deemed to be the attendance of at
  least two shareholders, themselves or by their representatives or by proxy,
  who hold in the aggregate at least one third (33.33%) of the voting power in
  the Company.

24

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|15. | If, after
  one-half hour has passed from the time set for the general meeting, there is
  not a legal quorum present, the meeting shall be automatically postponed to
  the same day one week hence, at the same time and place as set for the
  original meeting (with no need for any notice to the shareholders), or to a
  later date if said date is indicated in the prior notice of the general
  meeting or if the Company has sent to the shareholders a prior notice of no
  less than 72 hours before the date set for the postponed meeting.                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|16. | If, at the
  postponed meeting under Article 15 above or under Article 19 below, there is
  not a legal quorum after one-half hour has passed from the time set for the
  meeting, any number of participants shall constitute a legal quorum and may
  deliberate on the matters on the agenda of the original meeting (and at a
  postponed meeting under Article 19 below, on issues that were on the agenda
  of the original meeting and the discussion of which either was not concluded
  or did not commence).                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|17. | Notwithstanding
  the provisions of Article 16 above (including the Articles mentioned
  therein), if the convening of an extraordinary meeting other than by decision
  of the Board of Directors is demanded, the postponed meeting shall take place
  only if at least two shareholders holding no less than fifteen percent (15%)
  the voting rights are present. If there is no such presence as aforesaid at
  the postponed meeting, the meeting shall not be postponed to another date,
  and the proposed decisions on the agenda shall be deemed rejected by the
  meeting.        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|18. | The Chair of
  the Board of Directors shall serve as chair of every general meeting of the
  Company. If there is no chair of the Board of Directors, or the Board did not
  determine that another individual shall chair the meeting as aforesaid, or if
  the intended chair was not in attendance 15 minutes from the time set for the
  meeting, or if he did not wish to chair the meeting, the shareholders present
  at the meeting shall elect, by themselves or through their representatives, a
  shareholder or a representative present at the meeting as chair of the
  meeting.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|19. | The chair of
  the meeting may, with the consent of a meeting in which legal quorum is
  present, to postpone the meeting from time to time and from place to place,
  and he must postpone it as aforesaid if the meeting directs him to do so. At
  a postponed meeting as aforesaid only those matters shall be discussed which
  were on the agenda of the original meeting and the discussion of which was
  not concluded or was not commenced. No notice need be given regarding the
  postponement and the matters on the agenda of the postponed meeting.                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|20. | A decision
  at the general meeting shall be taken by a poll of shareholders who are in
  attendance and who take part in the voting, by themselves, by an agent or by
  proxy (on issues with regard to which these Articles or any law permits
  voting by proxy).                                                                                                                                                                                                                                                                                                                          

25

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|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|21.                                                 | Unless
  otherwise prescribed in these Articles or under applicable law, all decisions
  of the general meeting require a majority of fifty per cent (50%) of the
  total number of votes at the meeting. In polling regarding any particular
  proposed resolution which was brought before the general meeting, the votes
  of those who abstained or who did not vote in regard to said proposed
  resolution shall not be counted. Any amendment of these Articles and/or the
  Company Memorandum of Incorporation and/or any decision winding up of the Company,
  shall require a majority of seventy-five per cent (75%) of the total number
  of votes in the meeting and all other rules shall apply mutatis mutandiswith regard to such
  vote.
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|22.                                                 | Every
  shareholder present, either himself or by a representative, has the right to
  one vote for each share which he owns and which grants him voting rights,
  regardless of its par value.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|23.                                                 | An
  announcement by the chair that a decision was taken unanimously or by a
  particular majority or was rejected shall constitute prima facie evidence of its contents. An
  announcement as aforesaid and a note recorded to this effect in the minutes
  of the Company shall constitute testimony to their contents, and there shall
  be no need to prove the number or proportion of votes in favor of or against
  the decision.                                                                                                                                                                                                                                                                                                                  
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Voting of Shareholders by a Representative or Agent
|                                                   
|24.                                                 | A
  corporation which is a shareholder in the Company may authorize, by a
  decision of its directors or of another managing body, an officer in the
  corporation as its representative at any meeting of the Company. A person so
  authorized may use, on behalf of the corporation, the same powers that the
  corporation itself would have been able to use were it a flesh and blood
  shareholder in the Company.                                                                                                                                                                                                                                                                                                                                 
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|25.                                                 | A shareholder
  who is a minor, and any shareholder whom a competent court has declared
  incompetent may vote only through his guardian, and any guardian as aforesaid
  may vote by means of a representative.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|26.                                                 | In the case
  of joint shareholders, the view of the head of the joint shareholders, given
  by himself, his representative, his agent or by proxy shall be controlling,
  and the views of the other joint owners shall not be considered. For the
  purposes of this Article, the head of the joint owners shall be the shareholder
  whose name appears first in the Register in respect of the relevant share.                                                                                                                                                                                                                                                                                                                                        
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|27.                                                 | A
  shareholder may appoint an agent to vote in his place. Such an agent need not
  be a shareholder in the Company. Appointment of an agent shall be in writing,
  signed by the appointing shareholder or his representative authorized to this
  end, and if the appointing shareholder is a corporation, then by the person
  or persons authorized to bind the corporation by their signature.                                                                                                                                                                                                                                                                                                                                                       
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|28.                                                 | The document
  appointing a voting agent (hereinafter: the
  writ of appointment) and a power-of-attorney (if such exists) by
  virtue of which the writ of appointment was signed, or a copy thereof
  confirmed to the satisfaction of the Board of Directors, shall be deposited
  at the Office or at the intended location of the general meeting at least 48
  hours prior to the time set for the beginning of the meeting at which the
  person mentioned in the document is to vote, or shall be delivered by hand to
  the chair of the meeting at the beginning of the meeting; however, the chair
  of the meeting may waive this requirement regarding a particular meeting.                                                               

26

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|29. | A
  shareholder who holds more than one share may appoint more than one agent,
  subject to the following provisions:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | 29.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | The writ of appointment
  shall indicate the class and the number of the shares for which it is given;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | 29.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | If the total
  number of shares of a particular class stated in the writ of appointment
  given by a single shareholder exceeds the total number of shares of that
  class which he holds, all deeds of appointment given by that shareholder
  shall be invalid;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | 29.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | If only one
  agent is appointed by a shareholder and the writ of appointment does not
  indicate the number and class of shares for which it is given, the writ of
  appointment shall be deemed to have been given for all shares held by the
  shareholder as of the determining date for entitlement to participate in and
  vote at the meeting (if the writ of appointment is given for a particular
  meeting) or for all shares held by the shareholders on the day of deposit of
  the writ of appointment with the Company, or on the date it is delivered to
  the chair of the meeting, as the case may be. To the extent that the writ of
  appointment is given for a number of shares fewer than the number of shares
  held by the shareholder, the shareholder will be deemed to have abstained
  from voting his remaining shares, and the writ of appointment shall be valid
  for the number of shares indicated therein.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|30. | Every writ
  of appointment of an agent, whether for a specifically noted meeting or
  otherwise, shall be in the following form, as far as the circumstances
  permit:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | I, _________________________(I.D. number/Corporate
  registration no.) of _____________________________, as a shareholder in Nova
  Measuring Instruments Ltd., hereby appoint __________________________ (I.D.
  number/corporate  registration  no.______________________)  of ____________________________  or,
  in  his/her  absence, _______________________________
  (I.D. number/corporate registration no.____________________) of
  _____________________________ or, in his/her
  absence
  ______________________________________  (I.D. number/corporate registration no.
  ___________________________), to vote for me and in my name in respect of
  ______________ class _______ shares held by me, at the (annual/extraordinary)
  meeting of the Company, which shall be held on _______ of the month of
  _____________, ______________(year).
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | In witness
  whereof I have set my hand hereto on this _____th day of ____________,
  __________(year).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

27

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|                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                               
|------------------------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.                                              | A vote in
  accordance with the instructions in a document appointing an agent shall be
  valid despite the death of the appointing shareholder or the annulment of the
  power of attorney or transfer of the share for which he voted as aforesaid,
  unless written notice of said death, cancellation or transfer is received by
  the Company or the chair of the meeting, by the time of the vote.                                           
|                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Voting by Proxy and Delivery of Position Notices
|                                                
|32.                                              | Subject to
  the provisions of the Companies Law and provisions established thereunder,
  from time to time, the board of Directors may from time to time and at its
  absolute discretion:                                                                                                                                                                                                                                                        
|                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                 | 32.1                                                                                                                                                                                                                                                                                                                                                                                                                                                | Determine,
  update and change procedures, on any matter related to voting of shareholders
  by proxies or to sending of position notices to shareholders in the Company,
  including in respect of any matter specified in this regard in the Companies
  Law.                                                                               
|                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                               
|                                                 | 32.2                                                                                                                                                                                                                                                                                                                                                                                                                                                | Determine
  those matters on which decisions at the general meeting may be taken by way
  of proxy, and to change said matters determined by it.                                                                                                                                                                                              
|                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                               
|                                                 | 32.3                                                                                                                                                                                                                                                                                                                                                                                                                                                | Establish,
  update and change procedures in respect of voting by means of proxies at some
  or all class meetings, and in respect of sending position notices to
  shareholders of particular classes. Such procedures may differ from the
  provisions that shall apply to general meetings by operation of law or under
  Article 32 above.
|                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                               
|                                                 | To the
  extent that the Board of Directors establishes procedures and matters as
  aforesaid, these procedures and matters shall be brought to the attention of
  the shareholders by making them available for inspection by the shareholders
  at any reasonable time at the Office or in another or an additional location
  as determined by the Board of Directors or in any other or additional manner
  approved by the Board of Directors.
|                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|33.                                              | Subject to
  the provisions of any law, decisions taken at general meetings at which
  shareholders were entitled to vote by proxy shall not be nullified if the
  Company mistakenly -                                                                                                                                                                                                                                                            
|                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                 | 33.1                                                                                                                                                                                                                                                                                                                                                                                                                                                | Did not send
  a proxy, a notice of the general meeting or a notice regarding the
  possibility of voting at said general meeting by proxy, to the shareholders,
  or if no position notice was sent to the shareholders;                                                                                                                     
|                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                               
|                                                 | 33.2                                                                                                                                                                                                                                                                                                                                                                                                                                                | Sent
  documents and notices as aforesaid in Article 33.1 tardily or to an incorrect
  address;                                                                                                                                                                                                                                               
|                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                               
|                                                 | 33.3                                                                                                                                                                                                                                                                                                                                                                                                                                                | Did not
  provide documents and notices as aforesaid in Article 33.1 to shareholders,
  or did so tardily for any reason;                                                                                                                                                                                                                     

28

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| |      |                                                                                                                                                                                                                                                                                                                                                                                          
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 33.4 | Did not
  count the votes of shareholders as specified in proxies duly given to the
  Company at said general meeting, or counted votes as aforesaid incorrectly or
  imprecisely, provided the counting of said votes would not change the
  decisions taken at the general meeting nor impair the validity of the of the
  general meeting had said votes been precisely accounted for.
| |      |                                                                                                                                                                                                                                                                                                                                                                                          
| | 33.5 | Did not act
  in absolute conformity with the provisions of law or the procedures to be
  determined under Article 32 above in respect of voting by proxy and sending
  position notices.                                                                                                                                                                                                

29

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Chapter E: The Board of Directors

Appointment and Removal of Directors

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | So long as
  the general meeting does not determine otherwise, the number of members of
  the Board of Directors shall be not less than five (5), but not more than
  nine (9).                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|2. | The
  Directors of the Company, except for external directors, shall be elected by
  the general meeting, either at an annual or an extraordinary meeting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|3. | The general
  meeting may remove a director before the end of his term at any general
  meeting (whether an annual or extraordinary meeting), provided that the
  Director is given a reasonable opportunity to bring his position before the
  general meeting.                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|4. | So long as
  the Company is required under law to appoint external directors, the general
  meeting of the Company, both at an annual meeting and at an extraordinary
  meeting, may appoint external directors, in a number and manner and under
  terms stipulated by law.                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|5. | The tenure
  of a director appointed by the general meeting shall begin on the date
  determined by the general meeting and shall end on the date of the subsequent
  annual general meeting, provided, however, that in the event that the general
  meeting does not elect at least the minimum number of directors under these articles,
  then the outgoing Board of Directors shall continue its tenure until the
  general meetings elects at least such minimum number of directors.                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|6. | Without
  derogating from the provisions of Article 2 above, in addition to directors
  appointed by the general meeting, the Board of Directors of the Company is
  authorized to appoint additional directors at its discretion, provided that
  the number of directors after such appointment shall not exceed the maximal
  number stated in Article 1 above. To eliminate any doubt, the Board of
  directors may, at anytime, appoint additional directors as aforesaid even if,
  for any reason, the number of directors serving, at the time of such
  appointment(s) is less than the minimum prescribed under these Articles.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|7. | The tenure
  of a director appointed by the Board of Directors shall begin on the date
  determined by the Board of Directors and shall end on the date on which the
  Board of Directors decides to terminate his tenure or on the date on which
  the annual general meeting is convened, whichever is earlier.                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|8. | Without
  derogating from the provisions of any law or from the authority of the
  general meeting as determined in these Articles, the Board of Directors is
  authorized to remove a director appointed by the Board under Article 6 above
  from office for any reason.                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|9. | Every
  replacement, appointment or reappointment of a director under Article 6 above
  shall be done by majority vote of the directors present and voting at a
  meeting of the Board of Directors at which the issue was placed on the
  agenda.                                                                                                                                                                                                                                                                                                                                                                                       

30

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|                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                 
|----------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.                                             | Subject to
  the provisions of any law, a director who has ceased serving is competent to
  be reappointed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|11.                                             | Subject to
  the provisions of any law, the tenure of a director (including that of an
  alternate director and a corporate representative as such) shall expire
  automatically in any of the following instances:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                | 11.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | On his
  death;                                                                                                                                                                                                                                                                                 
|                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                 
|                                                | 11.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | If he is
  declared incompetent;                                                                                                                                                                                                                                                                
|                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                 
|                                                | 11.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | If he is
  declared bankrupt, or, in the event that the director is a corporation, if a
  temporary or permanent receiver, liquidator, special director, or trustee is
  appointed over it or its property in the context of a settlement with
  creditors or an order to freeze proceedings;   
|                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                 
|                                                | 11.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | If he
  resigns from office by written notice to the Company, to the Chair of the
  Board of Directors or to the Board, whereupon his tenure shall expire on the
  date of delivery of such notice or at such later date as determined in the
  notice as the effective date of the resignation.
|                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                 
|                                                | 11.5                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | If his
  tenure ends under Articles 5 or 7 above, or if he is dismissed under Article
  8 above;                                                                                                                                                                                                
|                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                 
|                                                | 11.6                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | If a
  director is convicted in a final judgment of an offense as a result of which
  a person may not serve as a director.                                                                                                                                                                     
|                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                 
|12.                                             | Notwithstanding
  any provision in these Articles, an appointment of a director, alternate
  director or corporate representative (hereinafter referred to in these
  Articles as: the appointee),
  as the case may be, until the appointee gives the Company written notice in which
  he declares that he is qualified to be appointed as a director of the Company
  under law and he agrees to be appointed as an appointee of the Company, and
  which contains his personal particulars for the purpose of registering him in
  the register of directors of the Company and as required under law. The
  wording of said notice may be determined by the Board of Directors from time
  to time, and may be by way of affidavit prepared and verified according to
  law applicable at the time.            
|                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|13.                                             | If no
  director is appointed, or if no appointment of any director enters into
  force, or if a director position becomes vacant, the remaining directors may
  act in any manner, so long as they number no less then the minimum number of
  directors stipulated in Article 1 above. Should the number of directors fall
  below said minimum, the directors may not act except in urgent cases, or for
  the purpose of convening a general meeting, or to appoint additional
  directors under Article 6 above.                                                                                                                                                                                                                                                                                                 
|                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Alternate Director and Corporate Representative
|                                               
|14.                                             | A director
  may at any time appoint a deputy (alternate
  director), who is qualified to be appointed as a director in the
  Company (except if such person is serving at the time as a director, an
  alternate or other director, or as an individual corporate representative).
  So long as an appointment of an alternate director is in force, he shall be
  entitled to participate in every meeting of the Board of Directors from which
  the appointing director is absent, in the name and in place of the appointing
  director, and may make use, subject to the provisions of the writ of
  appointment under which he was appointed and which was given to the Company,
  all powers held by the director and shall act as his alternate (except for
  the power to appoint a deputy for himself).

31

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|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|15.                       | An alternate
  director shall not serve as the alternate or corporate representative of
  more than one director.                                                                                                                                                                                                                                                                                                                                                                
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|16.                       | The
  appointment of an alternate director shall be effected by a writ of
  appointment which he shall deliver to the Company, and shall enter into force
  after depositing the writ of appointment with the Company or on the date
  determined in the writ of appointment, whichever is later.                                                                                                                                                                                  
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|17.                       | A director
  who appoints an alternate director may annul the appointment at any time. The
  position of the alternate director shall also become vacant whenever the
  alternate director notifies the Company in writing of his resignation from
  his tenure as an alternate director, or whenever the tenure of the director
  who appointed him as his deputy ends, in any manner, or whenever his tenure
  shall expire according to law or the provisions of these Articles.
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|18.                       | Every
  appointment and nullification of an appointment of an alternate director
  shall be effected by written notice delivered to the Company.                                                                                                                                                                                                                                                                                                                                   
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|19.                       | A
  corporation is fit to serve as a director and as an alternate director in the
  Company.                                                                                                                                                                                                                                                                                                                                                                                       
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|20.                       | A
  corporation which serves as a director or as an alternate director shall
  appoint an individual who is qualified to be appointed as a director of the
  Company to serve on its behalf on the Board of Directors (corporate representative).                                                                                                                                                                                                                                
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|21.                       | The
  appointment or nullification of appointment of a corporate representative
  shall be effected by written notice which the appointing corporation shall
  deliver to the Company, and shall enter into force on the date of notice to
  the Company as aforesaid.                                                                                                                                                                                                             
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|22.                       | The
  appointing corporation shall not be entitled to the powers and rights of a
  director during the time in which the corporation does not have a
  representative whose appointment is valid.                                                                                                                                                                                                                                                                                  
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Remuneration of Directors
|                         
|23.                       | A director
  is entitled to receive remuneration, benefits, and payments to compensate or
  cover expenses from the Company, subject to the approvals required under law.                                                                                                                                                                                                                                                                                                          

32

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Chair of the Board of Directors

|                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                
|----------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------
|24.                                                         | Subject to
  the provisions of any law, the Board of Directors shall elect, from time to
  time, one of the directors to serve as Chair of the Board, and may remove the
  Chair and appoint another Chair in his place. The Chair of the Board shall
  not have an extra vote or deciding vote at meetings of the Board of
  Directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|25.                                                         | The tenure
  of the Chair shall continue, with no need for reelection, even after
  convening the annual meeting at which the tenure of the Board of Directors
  ends, if the Chair of the Board is reelected or reappointed as a director
  (whether by the Board of Directors under Article 6 above or by the general
  meeting under Article 2 above).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|26.                                                         | The Chair
  may, from time to time, by written notice to the Company, appoint another
  Director as Deputy Chair of the Board of Directors, to remove the Deputy and
  to appoint another in his place; however, the tenure of a Deputy Chair of the
  Board of Directors shall not expire if the tenure of his appointor as
  Chairman of the Board or as a director is terminated, unless the Board of
  Directors decides otherwise. If the Chair of the Board of Directors is not
  present at a meeting of the Board after 15 minutes have passed from the
  beginning of the meeting, or if he does not wish to sit as Chair of the
  meeting, his Deputy shall conduct the meeting and may use all powers given to
  the Chair of the Board and enjoy all powers, rights and authorities given him
  under these Articles or under law.
|                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|27.                                                         | The Chair of
  the Board of Directors shall have all powers, rights and authorities given to
  him under these Articles or under law. Without derogating from the generality
  of the aforesaid, the Chair of the Board of Directors is entitled to any
  power or authority necessary to carry out his functions and to use his rights
  and authorities effectively, including the power to act in the name of and in
  place of the Company in the matters mentioned above,                                                                                                                                                                                                                                                                                                                                                                
|                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|28.                                                         | Should both
  the Chair of the Board of Directors and his deputy be absent from a meeting
  of the Board of Directors or should they not wish to chair the meeting, the
  Board shall elect one of its members (including an alternate director or
  corporate representative) to conduct the meeting and to sign the minutes
  thereof; however, said chair of the meeting shall not have an additional or
  deciding vote in votes of the Board of Directors.                                                                                                                                                                                                                                                                                                                                                                               
|                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Convening and Conduct of Meetings of the Board of Directors
|                                                           
|29.                                                         | The Board of
  Directors shall convene for meetings according to the needs of the Company,
  and no less than once every three months. The Chair of the Board of Directors
  may convene the Board at any time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|30.                                                         | The Board of
  Directors shall be convened as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                            | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | According to
  the decision of the Chair of the Board of Directors at any time;

33

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                  
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | At the
  request of two directors;                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                  
|    | (3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | In any other
  case in which the Chair of the Board of Directors bears a legal duty to
  convene the Board of Directors.                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                  
|31. | If the Chair
  of the Board of Directors does not convene the Board within 10 business days
  of the date on which he was required to convene a meeting, anyone authorized
  by law to convene a meeting of the Board may do so (hereinafter: special meeting).                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|32. | The special
  meeting shall deal with issues specified in a notice or report and for which
  the special meeting was convened, and solely with these issues.                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|33. | The special
  meeting shall be held at the Company offices (unless the Chair of the Board
  of Directors directs that it shall be held at another location or in another
  manner at least five days prior to the date of the meeting), and the
  convenors of the meeting shall send prior notice as stipulated in Article 45
  below, at least ten days prior to the date set for the special meeting. A
  prior notice as aforesaid shall not be sent before the end of the period set
  for the Chair of the Board to convene the meeting, as mentioned above.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|34. | Unless
  otherwise stipulated is these Articles, all of the provisions of these
  Articles applicable to meetings of the Board of Directors which were convened
  by the Chair of the Board shall apply to a special meeting.                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|35. | Whoever
  convenes a meeting of the Board of Directors under Articles 29 and 30 above
  may be assisted to this end by the Secretary of the Company (and if the
  Company has not appointed a Secretary, by the Director-General of the Company
  or by another person whom the Director-General has appointed for this
  purpose) and to instruct him, subject to the provisions of these Articles,
  regarding the acts to be performed in order to convene the meeting.                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|36. | The agenda
  of the meeting of the Board of Directors shall be set by the Chair of the
  Board, and shall include (with the exception of matters raised at a special
  meeting as specified in Article 32 above):                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | (A)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | Matters
  determined by the Chair of the Board;                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                  
|    | (B)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | Matters to
  be discussed at a special meeting;                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                  
|    | (C)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | A matter
  which a director or the Director-General of the Company asked the Chair of
  the Board to include in the agenda a reasonable time prior to the meeting of
  the Board.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                  
|37. | Subject to
  the provisions of any law, the Board of Directors may conduct meetings, hold
  votes and take decisions, among other things, by means of telecommunications
  (including by means of several types of telecommunications media, and
  including in a manner in which part of the directors are present in person at
  the place of the meeting and the remaining directors participate in the
  meeting are present by means of telecommunications media), as permitted by
  applicable law.                                                         

34

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|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                           
|------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------
|38.                       | Subject to
  the provisions of Article 13 above, the legal quorum for opening a meeting of
  the Board of Directors shall be a majority of the number of directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|39.                       | The Board of
  Directors may take a decision without actually convening, provided that all
  of the directors entitled to participate in the discussion and to vote on the
  matter brought for decision have so agreed, and said decision shall have the
  same force for any purpose as if it had been taken at a duly convened and
  conducted meeting of the Board, and may be taken by a simple majority.                                                                                                                                                                                                                                                               
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|40.                       | The Chair of
  the Board of Directors or whomever is appointed as his Deputy shall record
  minutes of the decisions taken without convening the Board of Directors as
  aforesaid and shall sign them.                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|41.                       | At all votes
  of the Board of Directors each Director shall have one vote.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|42.                       | Decisions of
  the Board shall be taken by an ordinary majority of the Directors who voted
  on the agenda item being decided.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|43.                       | Every act
  done by or according to a decision of the Board of Directors, or by or
  according to a committee of the Board of Directors or by a director in his
  capacity as such, shall be valid even if it turns out afterward that there
  was some defect in the election of the directors, or that all or any one of
  them were legally unqualified, as if each of them were duly elected and had
  all the necessary qualifications for being a director, an alternate director,
  a corporate representative or a member of said committee, as the case may be.                                                                                                     
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Notices of Board Meetings
|                         
|45.                       | A notice of
  a meeting of the Board of Directors to be convened by the Chair of the Board
  may be delivered in writing, at least three business days before the date set
  for the meeting, unless the Chair of the Board set a shorter date for giving
  notice due to the urgency of the matter on the agenda of the meeting.                                                                                                                                                                                                                                                                                                                                            
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|46.                       | A notice of
  a Board meeting shall be sent to every director. If a director has appointed
  an alternate director for himself, the notice shall be sent solely to the
  alternate director (unless the writ of appointment by virtue of which the
  alternate director was appointed directs otherwise). Notice to a director
  which is a corporation shall be delivered to the representative of the
  corporation (unless the corporation instructs the Company otherwise in
  writing), and a notice delivered to an alternate director or to a corporate
  representative, as the case may be, shall be deemed a notice delivered to the
  director who appointed them.
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|47.                       | A notice of
  a meeting of the Board of Directors shall be deemed delivered at the
  following times, according to the means used:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                          | 47.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | If sent by
  registered mail - one business day after its posting at the post office.                                     
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                           
|                          | 47.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | If placed at
  the address of the director or in his post office box - at the time of
  delivery, according to the matter.

35

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|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                          
|-------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------
|                                 | 47.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | If sent by
  facsimile or electronic mail-- two hours after transmission.
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                          
|                                 | 47.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | If
  transmitted by telegram -- six hours after sending the telegram.    
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                          
|                                 | The address
  of the director and the other particulars necessary for communication with
  him for the purpose of sending notices shall be the information appearing in
  the Register of Directors which the Company maintains, or of which he
  notified the Company in a written request that they be used for the purpose
  of sending notices.                                                                                                                                                                            
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|48.                              | A notice of
  a meeting of the Board of Directors shall include reasonable details, as well
  as relevant ancillary material, as determined by the Chair of the Board, in
  respect of all of the matters on the agenda of the meeting, as well as the
  location and time set for the meeting.                                                                                                                                                                                                                                
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|49.                              | Notwithstanding
  the aforesaid in Article 45 above, all of the directors (in respect of a corporate
  director or a director who appointed a deputy -- the corporate representative
  or alternate director, as the case may be) may agree to the convening of a
  meeting of the Board of Directors by advance notice shorter than that
  required under Article 45 above, or without notice.                                                                                                                                
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Powers of the Board of Directors
|                                
|50.                              | The Board of
  Directors shall formulate the policy of the Company, and shall oversee the
  execution of the functions and actions of the Director-General. The Board of
  Directors shall have the powers and authority necessary, in the view of the
  Board, to carry out its functions fully and effectively.                                                                                                                                                                                                              
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|51.                              | Without
  derogating from the generality of the provisions of Article 50 above, the
  Board of Directors may use all powers and authorities, and my take all
  actions or do any deeds available to it under law or contract or under these
  Articles or under the memorandum of incorporation of the Company.                                                                                                                                                                                                                
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|52.                              | The Board of
  Directors may instruct the Director-General how to act in respect of a particular
  matter. If the Director-General does not follow the instructions, the Board
  of Directors may exercise the authority necessary to carry out the
  instructions in his place.                                                                                                                                                                                                                                               
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|53.                              | The Board of
  Directors may exercise the powers of the Director-General if the latter is
  prevented from doing so.                                                                                                                                                                                                                                                                                                                                                                                                           
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|54.                              | The Board of
  Directors may exercise any power of the Company which was not granted under
  these Articles or by law to the Director(s)-General of the Company or to the
  general meeting, and said power shall be deemed granted to the Board of
  Directors under these Articles.                                                                                                                                                                                                                                          
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|55.                              | The power of
  the Board of Directors shall be subject to law, to these Articles, to the
  Memorandum of Incorporation of the Company and to any regulation promulgated
  by the Company at the general meeting, to the extent that it does not
  contradict said provisions or Articles, provided that no such regulation
  shall annul the legal force of any act done prior thereto by the Board of
  Directors or pursuant to its decisions which would have been legally valid
  had said regulation not been promulgated.

36

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|    |                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                               
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|56. | To exercise
  the general powers granted to the Board of Directors, and without limiting or
  constricting to any degree said powers or any one of them, it is hereby
  declared explicitly that the Board of Directors shall have the following
  powers:
|    |                                                                                                                                                                                                                                                           
|    | 56.1                                                                                                                                                                                                                                                       | The Board of
  Directors may, from time to time, appoint by majority decision one or more
  persons (whether or not he is a member of the Board) as Director-General of
  the Company, either for a set period or without limitation in time, and may
  from time to time (taking into account the terms of any contract between him
  or them and the Company) release him or them from their office and appoint
  another person or other persons in his or their place.                                                   
|    |                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | 56.2                                                                                                                                                                                                                                                       | Subject to
  any law, the compensation of the Director-General shall be determined from
  time to time (taking into account the terms of any contract between him and
  the Company) by the Board of Directors, and may be in the form of a fixed
  salary, a commission on dividends, profits or revenues of the Company or of
  any other company in which the Company has an interest, or by sharing in such
  profits, or by one or more of these methods or in any other manner that the
  Board of Directors deems fit.
|    |                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | 56.3                                                                                                                                                                                                                                                       | The Board of
  Directors shall determine the compensation of the auditing accountant of the
  Company for the services rendered by him.                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | 56.4                                                                                                                                                                                                                                                       | For the
  purpose of setting Company policy and supervision of its actions, any
  Director may examine the Company documents and records and receive copies
  thereof, may examine the assets of the Company and receive professional
  advice at Company expense if said expense was approved by the Board of
  Directors or by the court.                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | 56.5                                                                                                                                                                                                                                                       | 56.5.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | The Company
  may issue redeemable securities on terms determined by the Board of Directors
  of the Company.                                                                 
|    |                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                            | 56.5.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | The Board of
  Directors of the Company may attach to such redeemable securities the
  characteristics of shares, including voting rights and the right to share in
  profits.
|    |                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                               
|    | 56.6                                                                                                                                                                                                                                                       | To decide on
  allotment of non-par value shares; in the event that non-par value shares are
  allotted, only their number shall be noted in the Articles, and the
  provisions of the Companies Law dealing with the registered or issued capital
  shall apply, with the necessary changes.                                                                                                                                                                                                                                

37

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Committees of the Board of Directors

|    |                                                                                                                                                                                                                                                                                                                                                                                                     
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|57. | The Board of
  Directors may, from time to time, form committees, appoint members of such
  committees from among the directors and determine, subject to the provisions
  of any law, the powers of the Board of Directors to be delegated to the Board
  committees; and may, from time to time, cancel said delegation of powers, in
  part or in whole, and cancel any of said Board committees.
|    |                                                                                                                                                                                                                                                                                                                                                                                                     
|58. | Every Board
  committee must, in using its powers, follow the instructions of the Board of
  Directors.                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                     
|59. | Subject to
  Article 60 below, the meetings, decisions and actions of the Board committees
  shall be conducted and convened according to the provisions of these Articles
  in respect of convening and conduct of the meetings, decisions and actions of
  the Board of Directors, with the necessary changes.                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                     
|60. | Subject to
  the provisions of any law and notwithstanding the aforesaid in Article 59
  above, the Board of Directors may, from time to time, establish procedures
  and directives in respect of convening and conduct of meetings, decisions and
  actions of the Board committees.                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                     
|61. | The Board of
  Directors shall appoint from among its members an audit committee, the composition
  and functions of which shall be in accordance with the provisions of the
  Companies Law. The audit committee shall consist of at least three (3)
  directors, among them all of the external directors.                                                                                        

38

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Chapter F: The Director-General and Officers

The Director-General

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                       
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | The
  Director-General is responsible for the day-to-day administration of the
  Companys affairs, in the framework of the policy determined by the Board of
  Directors and subject to its instructions.                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|2. | The
  Director-General shall have all administrative and executive powers which
  have not been granted by operation of law or these Articles to another organ
  of the Company, and he shall be under the supervision of the Board of
  Directors                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|3. | The
  Director-General may delegate any of his powers to another person subordinate
  to him, subject to the approval of the board of Directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|4. | The power of
  the Director-General shall be subject to the provisions of any law, to these
  Articles, to any regulation promulgated by the Company at the general meeting
  to the extent it does not contradict said provisions or Articles, and any
  directive or rule determined by the Board of Directors from time to time,
  provided that no regulation, directive or rule as aforesaid shall cancel the
  legal validity of any act taken prior thereto by the Director-General or
  pursuant to his decisions which would have been legally valid had said
  regulation not been promulgated or had said directive or rule not been
  determined.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|5. | The Chair of
  the Board of Directors may be empowered by decision of the general meeting to
  carry out the functions of the Director-General or to exercise his powers,
  for a period that shall not exceed three years from the date of such
  decision.                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|6. | Without
  derogating from the general powers granted to the Director-General under
  Article 1 above or any of the other powers granted to him under these
  Articles, , it is hereby declared explicitly that the Director-General shall
  have the following powers:                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | 6.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | To appoint a
  person or persons (whether incorporated or not) to receive and to hold in
  trust for the Company any property owned by the Company or in which the
  Company has an interest, or for any other purpose, and to perform or do any
  actions, deeds or things necessary in respect of such trust.                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                       
|   | 6.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | To initiate,
  conduct, defend, compromise or abandon any legal proceedings on behalf of or
  against the Companys employees or others having a relation to the Companys
  affairs, and to settle a compromise and extend the date of payment or
  discharge of any debt owing to the Company or any claim or demand by the
  Company or against it.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                       
|   | 6.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | To refer to
  arbitration any claim or demand by or against the Company.                                                                                                                                                                                                                                                                              

39

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|                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                   
|---------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                               | 6.4                                                                                                                                                                                                                                                                                                                                                                                                                                     | From time to
  time, and at any time, to appoint by virtue of power-of-attorney any person
  or persons to be the representative or representatives of the Company for
  such purposes and with such powers, authorities, discretion (which shall not
  exceed those given or available to the Director-General under law or these
  Articles), for such period and subject to such terms as the Director-General
  shall deem fit from time to time.
|                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                         | All such
  powers-of-attorney may contain such powers for the protection or convenience
  of persons who come in contact with such representatives as the
  Director-General shall deem fit.                                                                                                                                                                                                                                                         
|                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                               | 6.5                                                                                                                                                                                                                                                                                                                                                                                                                                     | The
  Director-General may appoint from time to time on behalf of the company an
  attorney or attorneys in Israel or abroad to represent the Company before any
  court, legal body, any governmental, municipal or other office or body in
  Israel or abroad, and may grant any such attorney such powers as the
  Director-General deems fit, including the authority to transfer his powers,
  in part or in whole, to another or to others.    
|                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                               | 6.6                                                                                                                                                                                                                                                                                                                                                                                                                                     | Subject to
  the principles of finance, credit and any other policy directive or rule
  which the Board of Directors determines, the Director-General may loan any
  sum or sums for the purposes of the Company, and may issue in the name of the
  Company individual debentures, promissory notes and bills of exchange.                                                                                                                          
|                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Personal Interest in Company Transactions     
|                                              
|7.                                             | A
  transaction by the Company with one of its officers, or a transaction by the
  Company with another person in which transaction an officer has a personal
  interest, which is not a extraordinary transaction (as defined in the
  Companies Law), shall not be subject to any approval, provided however that a
  decision regarding the employment terms of an office holder shall be
  considered an extraordinary transaction.
|                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Insurance, Discharge and Indemnity of Officers
|                                              
|8.                                             | The Company
  may, from time to time and subject to the provisions of any law:                                                                                                                                                                                                                                                                                                                                                         
|                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                               | 8.1                                                                                                                                                                                                                                                                                                                                                                                                                                     | Enter into a
  contract for insuring the liability of an officer, in part or in whole, for
  an obligation imposed on him as a result of an act or omission performed in
  his capacity as an officer, in each of the following instances:                                                                                                                                                                                                           
|                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                         | 8.1.1                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Breach of
  duty of care with respect to the Company or another person.                                                                                                                           
|                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                   
|                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                         | 8.1.2                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Breach of
  trust with respect to the Company, provided that the officer acted in good
  faith and had reasonable grounds to presume that the act would not impair the
  Companys best interests.

40

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| |     |                                                                                                                                                                                                                                  |                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | 8.1.3                                                                                                                                                                                                                            | A monetary
  obligation imposed on him for the benefit of another person. 
| |     |                                                                                                                                                                                                                                  |                                                                           
| | 8.2 | Indemnify an
  officer of the Company for an obligation or expense specified in this Article
  8.2.1 below, which was imposed on him or which he spent as a result of an act
  which he performed in his capacity as an officer:
| |     |                                                                                                                                                                                                                                 
| |     | 8.2.1                                                                                                                                                                                                                            | (a)                                                                        | A monetary
  debt imposed on him for the benefit of another person under a judgment,
  including a compromise settlement judgment or an arbitrators decision which
  was approved by a court.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                  |                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                  | (b)                                                                        | Reasonable
  litigation expenses, including attorneys fees, which the officer incurred
  due to an investigation or procedure conducted against him by an authority
  authorized to conduct such an investigation or procedure, provided that such
  an investigation or procedure concluded without the filing of an indictment
  against the officer and without imposition of a monetary liability in lieu of
  criminal proceedings, or that such an investigation or procedure concluded
  without the filing of an indictment against the officer but the officer is
  imposed with a monetary liability in lieu of criminal proceedings that the
  offense in question does not require proof of mens rea. In this Section  the conclusion of a procedure
  without the filing of indictment in an issue in which a criminal
  investigation began and monetary liability in lieu of criminal proceedings-
  as their meaning in Section 260(A)(1a) to the Companies Law.
| |     |                                                                                                                                                                                                                                  |                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                  | (c)                                                                        | Reasonable
  litigation expenses, including attorneys fees, which the officer incurred or
  for which he was obligated by a court, in a proceeding filed by the Company
  or in its name or by another person against him, or in criminal proceedings
  of which he was acquitted, or in criminal proceedings in which he is
  convicted provided that the offense in which he was convicted does not
  require proof of mens rea.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                  |                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     | 8.2.2                                                                                                                                                                                                                            | The Company
  may obligate in advance to indemnify an officer, as follows:
| |     |                                                                                                                                                                                                                                  |                                                                           
| |     |                                                                                                                                                                                                                                  | (a)                                                                        | as specified
  in Article 8.2.1(a) provided however that the obligation shall be limited to
  the events which, according to the Board of Directors opinion, are foreseen
  in light of the Companys actual activities at the time of granting the
  obligation to indemnify, and to an amount of criteria that the Board of
  Directors deems reasonable under the circumstances, and that in the
  obligation to indemnify the events which, according to the Board of
  Directors opinion are foreseen in light of the
  Companys actual activities at the time of granting the obligation to
  indemnify, and the amount or criteria that the Board of Directors deems
  reasonable under the circumstances shall be specified.                                                                                                                                                                                                                                               

41

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|                                   |                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                           |                                                                                                                                                                   |                                                            
|---------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------
|                                   |                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                           | (b)                                                                                                                                                               | As
  specified in Article 8.2.1(b) and in Article 8.2.1(c).
|                                   |                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                           |                                                                                                                                                                   |                                                            
|                                   |                                                                                                                                                                                                                                                                          | 8.2.3                                                                                                                                                                                                                                     | The Company
  may indemnify an officer, as specified in Articles 8.2.1(a), 8.2.1(b) and
  8.2.1(c) after the occurrence of such event which is to be indemnified.
|                                   |                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                           |                                                                                                                                                                  
|                                   | 8.3                                                                                                                                                                                                                                                                      | (a) The
  Company may exempt an officer in advance from his liability, in part or in
  whole, for damages resulting from breach of the officers duty of care with
  respect to the Company.                                             
|                                   |                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                          
|                                   |                                                                                                                                                                                                                                                                          | (b)
  Notwithstanding Article 8.3(a) above, the Company may not exempt a Director
  in advance from his liability toward the Company due to the breach of duty of
  care in the event of a distribution, as defined in the Companies Law.
|                                   |                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                          
|9.                                 | The above
  provisions neither intend, nor shall they be construed, to limit the Company
  in any manner whatsoever in respect of its entering into a contract of
  insurance, discharge or indemnity:                                                                  
|                                   |                                                                                                                                                                                                                                                                         
|                                   | 9.1                                                                                                                                                                                                                                                                      | With respect
  to those who are not officers in the Company, including employees,
  contractors or advisors of the Company who are not officers therein;                                                                                 
|                                   |                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                          
|                                   | 9.2                                                                                                                                                                                                                                                                      | With respect
  to officers in the Company, to the extent that the insurance, discharge or
  indemnity are not explicitly forbidden by law.                                                                                               
|                                   |                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                          
|10.                                | The
  provisions of Articles 8 and 9 above shall also apply to a corporate
  representative as if he were an officer of the Company.                                                                                                                                    
|                                   |                                                                                                                                                                                                                                                                         
|Signing in the Name of the Company
|                                  
|11.                                | Every
  signature in the name of the Company shall be effected by the person
  authorized to do so under law, under these Articles or under a decision of
  the Board of Directors, and shall be accompanied by the Company seal or a
  seal in the name of the Company.

42

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Chapter G: Minutes, Records and Accounting
Books

Minutes

|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                   
|------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.                        | The Board of
  Directors shall see to it that minutes are properly recorded in books
  prepared for this purpose, regarding:                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                          | 1.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | The names of
  the members of the Board of Directors present at any meeting of the Board of
  Directors and at every meeting of a Board Committee (including in every
  decision of the Board of Directors or any of its committees which was taken
  without actually convening).
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                   
|                          | 1.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | The names of
  the shareholders present at every general meeting.                                                                                                                                                                                                                 
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                   
|                          | 1.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | The
  instructions given by the Board of Directors to the Board Committees.                                                                                                                                                                                                       
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                   
|                          | 1.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | The proceedings
  at the general meetings, Board of Directors meetings and Board Committee
  meetings, including decisions taken without actually convening.                                                                                                                     
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                   
|2.                        | All such
  minutes of a meeting of the Board of Directors or of any of its Committees,
  or of the general meeting of the Company, which purports to be signed by the
  Chair of the meeting or by the chair of the subsequent meeting, shall be prima facie evidence of its contents.                                                                                                                                                                                                                                                                                                      
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|3.                        | The Company
  shall preserve the minutes mentioned in this chapter as required by law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|4.                        | The Register
  of minutes of the general meetings shall be open to the inspection of the
  Companys shareholders at any reasonable time, and a copy thereof shall be
  sent to any shareholder who so requests, subject to the procedures determined
  by the Board of Directors from time to time regarding the times at which the
  Register shall be open for such inspection (including in respect of the
  periods in which the Register shall be closed), regarding verification of the
  identity of the shareholder and the fee required for inspection or delivery
  as aforesaid.
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Company Books and Records
|                         
|5.                        | The
  Director-General shall comply with all provisions in the Companies Law in
  respect of registration of charges and encumbrances , maintenance and
  administration of the Register of Directors, the Register of Shareholders, an
  additional Register of Shareholders, a Register of Substantial Shareholders,
  and a ledger of encumbrances.                                                                                                                                                                                                                                      
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|6.                        | Every book,
  register, ledger and written record that the Company must maintain under the
  Companies Law or these Articles, shall be maintained by recording in ordinary
  books, or by electronic means, as the Director-General shall decide, provided
  that those entitled to inspect them shall have the opportunity to receive
  copies of the documents.                                                                                                                                                                                                                           

43

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|                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|---------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|7.               | The Company
  may, taking into account the provisions of the Companies Law or any other
  law, maintain in any other country to which the provisions apply, a register
  or registers of shareholders who live in said other country, and may use all
  of the powers enumerated in the Companies Law in respect of such registers,
  subject to the power of the Minister of Justice to set guidelines in respect
  of maintaining the register.                                                                                                                                                                                                                                                                                                                                                                                                
|                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|8.               | If the
  Company decides to maintain an additional Register of Shareholders outside
  Israel, it must note in the Register of Shareholders the number of shares
  registered in the additional Register of Shareholders, and the numbers of
  said shares, if they are numbered.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|9.               | The Company
  may close the Register and any other register or ledger which it maintains or
  shall maintain (whether by operation of law, pursuant to a contract or at the
  Companys election) in connection to all securities of the Company, as the
  case may be, for such period as the Board of Directors may deem fit, provided
  that it shall not exceed 14 business days each year. Subject to applicable
  law as well as the relevant rules and regulations of the Exchange, the
  Company shall publish a notice regarding closing of a ledger at least three
  business days in advance, in a daily newspaper circulated in Israel in the
  Hebrew language and if listed for trade in an Exchange outside Israel - in a
  daily newspaper circulated in the country in which in which its securities
  are registered for trade.
|                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.              | Subject to
  the provisions of any law and the rules of the Exchange, the Company may
  determine a record date for the purpose of entitlement to receive notices of
  general meetings, to participate in and vote at them, provided that such date
  shall be more than 21 business days prior to the date set for the general
  meeting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|11.              | The Company
  shall be entitled to collect payment for a change in registration of shares
  in the Register from the name of a Registering Company to that of a
  shareholder under Article 17.1 of Chapter B above, in an amount to be
  determined from time to time by the Board of Directors, which sum shall not
  exceed 40 USD, linked to the Consumer Price Index from the index known on the
  date on which these Articles enter into force until the index known on the
  date of actual payment) for registration of any request to effect a change in
  the Register.                                                                                                                                                                                                                                                               
|                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|12.              | The Company
  may destroy requests for changes in the Register after six years have passed
  from the change in the Register pursuant thereto, and it shall be presumed
  that all requests for changes in the Register were fully valid and every
  action done by virtue thereof were lawful.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Accounting Books
|                
|13.              | All
  information in the possession of the Company shall be held at the Office, or
  at any other location or locations as the Chair of the Board of Directors
  shall deem fit, and shall be open to inspection by the Directors, subject to
  internal directives and procedures which the Chair of the Board of Directors
  shall determine in respect of inspection of documents. Such directives,
  however, shall not substantially undermine the directors ability to oversee
  the Companys operations.                                                                                                                                                                                                                                                                                                                                

44

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|    |                                                                                                                                                                                                                                                                     
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|14. | Except for
  documents and information which the shareholders are entitled to receive
  under law or these Articles, a shareholder shall not be entitled to receive
  any information or documents of the Company unless decided otherwise by the
  general meeting.
|    |                                                                                                                                                                                                                                                                     
|15. | The Company
  shall keep books and shall prepare financial reports in accordance with the
  applicable law. The financial reports shall be approved by the Board of
  Directors and signed in its name.                                                             
|    |                                                                                                                                                                                                                                                                     
|16. | Subject to
  any law, the Company may determine the manner and form of presentation of
  documents which the shareholders are entitled to inspect, and may determine
  that a payment shall be made for giving a copy thereof.                                      

45

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Chapter H: Audit

Auditing Accountants

|                     |                                                                                                                                                                                                                                                                                                                                                                                                      
|-------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.                   | At least
  once a year the financial reports of the Company shall be audited by an
  auditing accountant or accountants who will render their opinion thereon.                                                                                                                                                                                                                                       
|                     |                                                                                                                                                                                                                                                                                                                                                                                                      
|2.                   | The Company
  shall appoint at an annual meeting an auditing accountant or accountants who
  will serve until the next annual meeting; however, the annual meeting may
  appoint an auditing accountant who will serve for a period of up to three
  years.                                                                                                                                          
|                     |                                                                                                                                                                                                                                                                                                                                                                                                      
|3                    | An auditing
  accountant may be invited to and participate in every general meeting of the
  Company, and may express his opinions in respect of matters related to his
  status as auditing accountant of the Company.                                                                                                                                                                              
|                     |                                                                                                                                                                                                                                                                                                                                                                                                      
|4.                   | Subject to
  the provisions of the Companies Law, every act performed by the auditing
  accountants of the Company shall be valid as against any person who deals in
  good faith with the Company, despite any defect in the appointment or
  qualification of the auditing accountants.                                                                                                            
|                     |                                                                                                                                                                                                                                                                                                                                                                                                      
|5.                   | The
  compensation of the auditing accountant for the audit shall be determined by
  the Board of Directors or by the Audit Committee, if it is so authorized by
  the Board of Directors. When the compensation for the audit has been set by
  the Board of Directors or the Audit Committee, the Board of Directors shall
  report the compensation of the audit accountant to the annual meeting.
|                     |                                                                                                                                                                                                                                                                                                                                                                                                      
|Internal Comptroller
|                    
|6.                   | So long as
  the Company is a public company, the Board of Directors shall appoint an
  internal comptroller at the nomination of the Audit Committee.                                                                                                                                                                                                                                               
|                     |                                                                                                                                                                                                                                                                                                                                                                                                      
|7.                   | The
  organizational superior of the internal comptroller shall be the Chair of the
  Board of Directors. The internal comptroller shall submit a proposed annual
  or periodic work plan to the Board of Directors, which will approve such plan
  with changes as it deems fit, at its discretion.                                                                                                 

46

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Chapter I: Capital Funds, Distribution,
Bonus Shares and Decrease of Capital

Capital Funds

|                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.                                          | The Board of
  Directors may, at any time, set aside from surplus accounts amounts as it
  deems fit, as a reserve fund for distribution of dividends, for distribution
  of bonus shares, for purchase of securities in the Company or for any other
  purpose which it deems fit. In addition, the Board of Directors may direct the
  manner of administration and use of the amounts in any fund or part thereof,
  including use of the amount of the fund or part thereof in the Companys
  business, without having to maintain them separately from the other assets of
  the Company.                                                                                                  
|                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|2.                                          | The Board of
  Directors may transfer, from time to time, sums set aside to a reserve fund
  as aforesaid to the surplus account.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|3.                                          | The Board of
  Directors may, from time to time, subject to the provisions of any law and
  these Articles, change the intended use of the amounts in any capital fund of
  whatever sort or the manner of its administration, or may split or
  consolidate capital funds, or may transfer the amount of any capital fund to
  the surplus account or to any other account on the Companys books. Notwithstanding
  the aforesaid, the Board of Directors may not transfer an amount from a share
  premium account except to share capital of the Company or for the purpose of
  reducing capital.                                                                                           
|                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Distribution of a Dividend and Bonus Shares
|                                           
|4.                                          | Every
  ordinary share shall grant its owner the right to receive dividends and bonus
  shares, if and when they are distributed, in proportion to the paid up par
  value of the shares, or that which is deemed paid up, without taking account
  of any premium paid therefor.                                                                                                                                                                                                                                                                                                                                                                                                                
|                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|5.                                          | A decision
  of distribution (as defined in the Companies Law) shall be taken by the Board
  of Directors. However, the Board of Directors, at its discretion, may
  transfer the decision in this matter to the general meeting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|6.                                          | The Company
  shall not pay interest on dividends, including on dividends paid after the
  date set for their payment for any reason. The Board of Directors may
  determine from time to time, both with respect to the payment of a specific
  dividend and with respect to a class of dividends, at its absolute
  discretion, that the Company shall pay linkage differentials in accordance
  with some price index (whether Israeli or foreign) or in accordance with the
  exchange rate of some foreign currency for dividends paid after the date set
  for their payment.                                                                                                              
|                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|7.                                          | A dividend
  may be paid, in whole or in part, by way of distribution of assets of any
  sort (including several types of assets), including by distribution of shares
  of the Company which were partially paid for (including such shares the par
  value of which was not paid up but the amount of demanded for which is less
  than their value), securities convertible to shares in the Company, shares,
  debentures or a series of debentures of any other company. Distribution of assets as
  aforesaid may be effected by assignment, endorsement, transfer of ownership,
  giving a contractual or property right, or any other manner which the Board
  of Directors shall direct.

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|8.  | If the Board
  of Directors decides to distribute a dividend, in part or in whole, by way of
  issuing shares in the Company for an amount less than their par value and
  distribution of said shares among those entitled to a dividend, the Company
  shall turn part of its profits in respect of which the dividend is to be
  distributed into share capital, in an amount equal to the difference between
  the par value of said shares and the consideration therefor.                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|9.  | The Board of
  Directors may decide, from time to time, that all or part of the amount in
  the surplus account, from the amount in the share premium account, from the
  balance of a capital fund of any sort with a positive balance or from any
  other source included in the Companys own capital, shall become part of the
  share capital of the Company and shall be deemed full discharge (in an
  amount, to be determined by the Board of Directors, which will not be less
  than their par value) for bonus shares of classes and in a number determined
  by the Board of Directors. Said bonus shares shall be issued, for no
  consideration, to shareholders in the Company, who were entitled to receive
  the amount that became share capital for the purpose of distributing bonus
  shares had said amount been distributed as a cash dividend, and in the same
  proportion.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|10. | The Board of
  Directors may, from time to time, transfer to owners of securities issued by
  the Company which may be converted to or realized in the form of shares in
  the Company, bonus shares or dividends which the Company distributed during
  the period from the date of issue of said securities until the date of
  realization or conversion to shares in the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|11. | The Board of
  Directors may make all arrangements and take all actions necessary for the
  speedy and efficient performance of the provisions of Article 10 above, may
  determine the rights which the owners of the convertible securities shall
  receive and the manner in which they will receive such rights, may execute
  any assignment necessary for the rights of the owners of the convertible
  securities as a result of executing more than one distribution of dividends
  or bonus shares, and may use any power available to it in respect of
  distributing a dividend or a bonus share to shareholders in the company, mutatis mutandis, at the absolute
  discretion of the Board of Directors.                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|12. | To execute
  any decision regarding distribution of a divided or bonus shares or
  acquisition of securities in the Company, the Board of Directors may:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | 12.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Resolve as
  it best sees fit any difficulty that may arise in connection with such
  distribution and take all steps which it deems proper to overcome such
  difficulty.                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | 12.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | To issue
  certificates for share fractions or to decide that shares in the Company
  which entitle their owners to share fractions at a rate lower than that
  determined by the Board of Directors shall not entitle their owners in
  respect of said distribution, or to sell share fractions and to pay the net
  price (after deducting expenses of sale and any tax on the sale) to those
  entitled to them.

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                         
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------
|    | 12.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | To make any
  other arrangements that will be necessary in the view of the Board of
  Directors to enable the distribution or to make it more efficient.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                         
|13. | The Board of
  Directors may appoint trustees for shareholders who, during a period as
  determined by the Board of Directors, did not apply to the Company to receive
  dividends, bonus shares or any other right (in Articles 4-22 -- bonus) which the Company issued or
  distributed to its shareholders in their capacity as such. Every action taken
  by said trustees, and any contract between the Board of Directors and the
  trustees, shall be valid and shall bind the shareholders for whom the
  trustees were appointed.                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|14. | Said
  trustees shall be appointed for the purpose of realizing, collecting and
  receiving a bonus, but may not transfer the bonus or part thereof or grant
  any rights in the bonus or use it, an may not vote any securities in the
  Company which were included in the bonus.                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|15. | The trustees
  shall transfer the bonus, including any earnings thereon and after deduction
  of their fees as determined by the Board of Directors, to the shareholders
  entitled to the bonus as promptly as possible after receiving the
  shareholders first written demand, subject to verification of the identity
  of the shareholder and all terms of the bonus to which he is entitled in
  accordance with procedures determined by the Board of Directors. The
  provisions of Article 18 in Chapter B above shall apply to transfer of the
  bonus, with the necessary changes.                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|16. | The Board of
  Directors may determine from time to time the manner of payment of dividends
  or distribution of bonus shares, and related arrangements, with respect to
  the various classes of shareholders. Without derogating from the generality
  of the aforesaid, the Board of Directors may pay any dividends or moneys for
  shares by sending a check by registered mail, and if the bonus, in part or in
  whole, is an asset or right, by sending by registered mail any document
  attesting to or creating said right, to the address of the shareholder as
  listed in the Register. Every said posting of a check or document shall be
  done at the risk of the shareholder.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|17. | The Board of
  Directors may withhold any dividend, bonus, rights or amounts to be paid for
  shares in respect of which the Company has an encumbrance/a lien, and may use
  the proceeds of realization to discharge the debts in respect of which the
  Company has such encumbrance/lien.                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|18. | The Board of
  Directors may decide that the bonus shares shall be of the same class of
  shares held by the shareholders, participating in the distribution of bonus
  shares, or of a different class of shares regardless held by the aforesaid
  shareholders or a combination of the two classes.                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|19. | A transfer
  of shares shall not grant the transferee the right to a dividend or to any
  other distribution announced after said transfer but before registration of
  the transfer in the Register, provided that if the transfer of shares
  requires approval by the Board of Directors, the date of approval shall come
  in place of the date of registration of the transfer in the Register.                                                                                                                                                                                                                                                                                           

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|                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                           
|-------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------
|20.                                                | In the case
  of a dividend the payment of which was not demanded within seven years from
  the date of the decision to distribute it, the person entitled to it shall be
  deemed to have waived it and it shall revert to the ownership of the Company.                                                                                                                                                                                                
|                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|21.                                                | The Board of
  Directors may deduct from any dividend, grant or other moneys to be paid to a
  shareholder (including to a person who is one of several joint owners of a
  share), any amounts owing from said shareholder which he must discharge
  (either by himself or jointly with another person) to the Company on account
  of payment demands or for any other debt which the shareholder owes to the
  Company in his capacity as shareholder.
|                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|22.                                                | To the extent
  that several persons are registered as joint owners of a share, each of them
  may give the Company a valid receipt for any dividend, bonus shares paid or
  transferred in respect of the share or for any amount that the Company pays
  for acquiring the share, or for any other moneys or beneficial rights given
  in relation to or by virtue of said share.                                                                      
|                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Decrease of Capital                               
|                                                  
|23.                                                | The Board of
  Directors may, from time to time and subject to the approval of a court as
  required under law, execute a reduction in capital if, in the view of the
  Board of Directors, said distribution meets the solvency test (as defined in
  the Companies Law).                                                                                                                                                                               
|                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|24.                                                | The Board of
  Directors shall determine the source in the capital of the Company (, the
  surplus account, a capital fund or a combination of all or part of these)
  from which the reduction in capital shall be executed and may create a
  special capital fund with a negative balance to this end.                                                                                                                                                
|                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|25.                                                | Subject to
  the instructions of the court in respect of approval of a reduction in
  capital, the provisions applicable to a distribution which meets the profit
  test shall apply to a reduction in capital, with the necessary changes in the
  circumstances or with the changes decided by the Board of Directors.                                                                                                                                 
|                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Securities of the Company Purchased by the Company
|                                                  
|26.                                                | The Board of
  Directors may take any action that may be taken by law in connection with
  securities in the Company which were acquired by the Company (and to
  establish, change or cancel procedures in this respect from time to time)
  including the following:                                                                                                                                                                                   
|                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                   | 26.1                                                                                                                                                                                                                                                                                                                                                                                                                                                      | To determine
  the manner in which said securities will be held and the manner and terms
  under which they shall be sold;
|                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                           
|                                                   | 26.2                                                                                                                                                                                                                                                                                                                                                                                                                                                      | To determine
  that said securities shall expire or be canceled and to take any actions
  necessary to this end;          

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| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 26.3 | To appoint a
  trustee who will hold said securities, in whole or in part, for the Company
  or for others, and to give instructions to the trustee regarding the manner
  in which he will hold the securities and the manner and terms under which he
  will sell the securities, including possession and sale of the securities in
  a blind trust;                                                                                                                                                                                                                 
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | 26.4 | To convert
  said securities or to realize them in the form of shares in the Company,
  subject to execution of a distribution in an amount that was to have been
  paid to the Company as a supplementary realization had said securities been
  held by a third party. Shares in the Company which it received as a result of
  such conversion or realization shall be deemed dormant shares (as defined in
  the Companies Law) and the provisions of this Article 26 shall apply to them.                                                                          
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | 26.5 | To create a
  special capital fund for distribution and granting a bonus to a buyer of said
  securities from the Company or from the trustee after he buys said securities
  or for the purpose of accumulating the right of said securities to said
  bonuses, or to cancel and expropriate the bonus, in whole or in part, and to
  transfer any amount transferred to the special capital fund as aforesaid to
  the surplus account.                                                                                                                               
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |      | In this
  Article 26, bonusshall mean a
  dividend, bonus shares, interest (including linkage or currency exchange
  differentials) or any other right or benefit to which the owner of said
  securities would have been entitled had they been held by a third party on
  the date of the distribution or granting of the bonus, including any
  additional bonus to which the bonus would have entitled its owner had the
  owner been a third party, and had an additional bonus been given during the
  period in which said securities were held by the Company.

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Chapter J: Winding up, Merger and
Reorganization

Winding up

|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.                        | Subject to
  the provisions of section 319(1) of the Companies Ordinance, the general
  meeting may take a decision in respect of the winding up of the Company,
  provided that said decision is taken by the majority required by law or,
  absent a requirement by law, by a majority required to take decisions under
  these Articles.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|2.                        | If the
  Company is wound up and its assets available for distribution among the
  shareholders are not sufficient for full payment of its paid-up capital,
  these assets shall be distributed, to the extent possible, in such a manner
  that the shareholders will entitled to the remainder of assets in proportion
  to the paid up capital, or to the capital which should have been paid up when
  the winding-up commenced, according to the respective shares held by them.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|3.                        | To the
  extent that, at the time of winding up, the assets available for distribution
  among the shareholders are more than adequate for payment of the full paid up
  capital as of the time winding up commenced, the surplus shall be divided
  among the shareholders in proportion to the paid up capital that should have
  been paid up at the commencement of the winding up according to the
  respective shares held by them. This Article shall not impair the rights of
  shareholders which were issued on special terms (for the purpose of
  distributing Company property at the time of winding up payments made, if at
  all, as premiums on shares shall not be taken into account).                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|4.                        | If the
  Company is wound up, whether voluntarily or otherwise, the liquidators may,
  if the general meeting so approves by a majority required by law or, absent
  such requirement in law, by a majority necessary for taking decisions under
  these Articles, to distribute in kind among the shareholders any portion of
  the property of the Company, and they may by similar approval deposit any
  portion of the property of the Company with trustees in trust for the benefit
  of the shareholders. The general meeting which approves any such distribution
  may also approve a distribution in a manner other than according to the legal
  rights of the shareholders, an it may give special rights to some class of
  shareholders; however, in the event that it is decided to approve some
  distribution not according to the legal rights of the shareholders, a
  shareholder harmed thereby shall have the right to oppose such decision and
  rights related thereto, in every respect as if this decision was a decision
  taken according to the majority required in section 334 of the Companies
  Ordinance.
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Merger and Reorganization
|                         
|5.                        | Subject to
  the provisions of any law, a merger shall be approved by decision of the
  general meeting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|6. | In the event
  of any sale of the assets of the Company, the directors (or the liquidators
  in the event of winding up, if they were so authorized by a decision taken by
  the general meeting by a majority required under law) may receive fully, or
  partly-paid-up shares, debentures or any sureties of another company, Israeli
  or foreign, whether in existence or in the process of formation, for the
  purpose of purchasing assets of the Company in whole or in part, and the
  directors or the liquidators may distribute in kind such shares or debentures
  or sureties or any other property of the Company among the shareholders
  without realizing them, or may deposit them in trust for the shareholders,
  and any decision of the general meeting as aforesaid may order a distribution
  or allotment of cash, shares or other sureties, rights or property in a
  manner other than according to the legal rights of the shareholders or the
  participants in the Company, in consideration for the value of the sureties
  or the property at a price and in a manner that the meeting shall direct, and
  all of the shareholders shall receive the value or the distribution approved
  as aforesaid and shall waive their existing rights, except in the event that
  the Company is about to be wound up or is in winding up proceedings, and the
  legal rights (if any) according to the provisions of the Companies Ordinance
  or the Companies Law, as the case may be, may not be changed or cancelled by
  the provisions of this Article.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|7. | Notwithstanding
  Article 6 of the Israeli Securities Regulations (Tender Offer), 2000 (the
  Regulations), a Special Tender Offer, as such term is defined under the
  Regulations, shall not be accepted by any Offeree, as such term is defined
  under the Regulations, unless the terms of such Special Tender Offer state
  that the Acceptance Period, as such term is defined under the Regulations, is
  not less than forty five (45) days, but not more than sixty (60) days from
  the date of the Specifications, as such term is defined under the
  Regulations, on a day of trade.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

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