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                                                                     Exhibit 3.2


                                THE COMPANIES LAW

                           A COMPANY LIMITED BY SHARES

                        AMENDED AND RESTATED ARTICLES OF

                             NUR MACROPRINTERS LTD.



                                  I PRELIMINARY

1.    INTERPRETATION

      1.1   In these Articles the following terms shall bear the meaning
            ascribed to them below:

                  "Alternate Director" defined in Article 37.1 herein.

                  The "Articles" shall mean the articles of association
                  contained in the Articles, as originally registered and as
                  they may from time to time be amended.

                  The "Board" shall mean the Company's Board of Directors.

                  The "Company" shall mean the above named company.

                  "Determining Majority" as defined in Article 6 herein.

                  "External Director" as defined in the Law.

                  "Extraordinary Meetings" as defined in Article 21.1 herein.

                  "Iska Chariga" as defined in the Law.

                  The "Law" shall mean the Companies Law, 5759 - 1999, as the
                  same may be amended from time to time, and all the rules and
                  regulations promulgated thereunder.

                  The "Memorandum" shall mean the Memorandum of Association of
                  the Company, as originally registered and as it may from time
                  to time be amended.

                  "Obligation" as defined in Article 13.1 herein.

                  The "Ordinance" shall mean the Companies Ordinance [New
                  Version], 5743-1983, as the same may be amended from time to
                  time.

                  The "Register of Members" shall mean the Company's Register of
                  Members.

                  "Registered Holder" as defined in Article 10 herein.

                  "Securities" as defined in Article 18 herein.

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                  Terms and expressions used in the Articles and not defined
                  herein, shall bear the same meaning as in the Law.

      1.2   Sections 2,3,4,5,6,7,8 and 10 of the Interpretation Law, 5741-1981,
            shall apply, mutatis mutandis, to the interpretation of the
            Articles.

      1.3   The captions in the Articles are for convenience only and shall not
            be deemed a part hereof or affect the interpretation of any
            provision hereof.

2.    NAME

      The Name of the Company shall be Nur Macroprinters Ltd., and in Hebrew:

      ??? ??????????? ??"?

3.    PURPOSE AND OBJECTIVE

      3.1   The objective of the Company shall be to undertake any lawful
            activity, including any objective set forth in the Memorandum (for
            as long as it is in effect).

      3.2   The purpose of the Company is to operate in accordance with
            commercial considerations with the intention of generating profits.
            Such considerations may take into account, amongst others, public
            interest and the interests of the Company's creditors and employees.
            In addition, the Company may contribute reasonable amounts for any
            suitable purpose even if such contributions do not fall within the
            business considerations of the Company. The Board may determine the
            amounts of the contributions, the purpose for which the contribution
            is to be made, and the recipients of any such contribution.



                                II SHARE CAPITAL

4.    SHARE CAPITAL

      The authorized share capital of the Company is fifty million (50,000,000)
      NIS divided into fifty million (50,000,000) ordinary shares of one (1) NIS
      nominal value each.

5.    LIMITED LIABILITY

      The liability of the shareholders of the Company for the indebtedness of
      the Company shall be limited to payment of the nominal value of such
      shares.

6.    ALTERATION OF SHARE CAPITAL

      The Company may, from time to time, by a resolution approved at a General
      Meeting by such majority as is required to amend these Articles (as set
      forth in Article 25 below), or such majority as shall be required to amend
      the Memorandum (for as long as it is still in force) (collectively, a
      "Determining Majority"):

      6.1   Increase its share capital in an amount it considers expedient by
            the creation of new shares. The power to increase the share capital
            may be exercised by the Company whether or not all of the shares
            then authorized have been issued and whether or

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            not all of the shares theretofore issued have been called up for
            payment. Such resolution shall set forth the amount of the increase,
            the number of the new shares created thereby, their nominal value
            and class, and may also provide for the rights, preferences of
            deferred rights that shall be attached to the newly created shares
            and the restrictions to which such shares shall be subject;

      6.2   Consolidate all or any of its issued or unissued share capital and
            divide same into shares of nominal value larger than the one of its
            existing shares;

      6.3   Subdivide all or any of its issued or unissued share capital, into
            shares of nominal value smaller than the one of its existing shares;
            provided, however, that the proportion between the amount paid and
            the amount unpaid on each share which is not fully paid-up shall be
            retained in the subdivision;

      6.4   Cancel any shares which, as at the date of the adoption of the
            resolution, have not been issued or agreed to be issued, and thereby
            reduce the amount of its share capital by the aggregate nominal
            value of the shares so canceled;



                                   III SHARES

7.    RIGHTS ATTACHED TO SHARES

      7.1   Subject to any contrary provisions of the Memorandum (for as long as
            it is in effect) or the Articles, same rights, obligations and
            restrictions shall be attached to all the shares of the Company
            regardless of their denomination or class.

      7.2   If at any time the share capital is divided into different classes
            of shares, the rights attached to any class may be modified or
            abrogated by a resolution adopted by a Determining Majority at a
            General Meeting and by the adoption of a resolution, supported by a
            Determining Majority, approving same modification or abrogation at a
            General Meeting of the holders of the shares of such class.

            The provisions of the Articles relating to General Meeting of the
            Company shall apply, mutatis mutandis, to any separate General
            Meeting of the holders of the shares of a specific class, provided,
            however, that the requisite quorum at any such separate General
            Meeting shall be one or more members present in person or by proxy
            and holding not less than thirty three and one third percent
            (331/3%) of the issued shares of such class.

      7.3   The creation of additional shares of a specific class, or the
            issuance of additional shares of a specific class, shall not be
            deemed, for purposes of article 7.2, a modification or abrogation of
            rights attached to shares of such class or of any other class.

8.    ISSUANCE OF SHARES

      Issuance of shares of the Company shall be under the control of the Board,
      who shall have the exclusive authority to issue the Company's shares or
      grant options to acquire shares, to such persons and on such terms and
      conditions as the Board may think fit.

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9.    SHARE CERTIFICATES

      9.1   Each member shall be entitled, not later than 60 days from the date
            of issuance or the date of transfer, to receive from the Company one
            share certificate in respect of all the shares of any class
            registered in his name on the Register of Members or, if approved by
            the Board, several share certificates, each for one or more of such
            shares.

      9.2   Each share certificate issued by the Company shall be numerated,
            denote the class and serial numbers of the shares represented
            thereby and the name of the owner, thereof as registered on the
            Register of Members, and may also specify the amount paid-up
            thereon, A share certificate shall be signed by the Company.

      9.3   A share certificate denoting two or more persons as joint owners of
            the shares represented thereby shall be delivered to any one of the
            persons named on the Register of Members in respect of such joint
            ownership.

      9.4   A share certificate defaced or defective, may be replaced upon being
            delivered to the Company and being canceled. A share certificate
            lost or destroyed may be replaced upon furnishing of evidence to the
            satisfaction of the Board proving such loss or destruction and
            subject to the submission to the Company of an indemnity letter
            and/or securities as the Board may think fit.

            A member requesting the replacement of a share certificate shall
            bear all expenses incurred by the Company in connection with the
            provisions of this Article.

10.   OWNERS OF SHARES

      The Company shall be entitled to treat the person registered in the
      Register of Members as the holder of any share, as the absolute owner
      thereof (a "Registered Holder") and shall also treat any other person
      deemed as a holder of shares pursuant to the Law, as an owner of shares.

11.   CALLS ON SHARES

      11.1  The Board may, from time to time, make calls upon members to perform
            payment of any amount of the consideration of their shares not yet
            paid, provided same amount is not, by the terms of issuance of same
            shares, payable at a definite date. Each member shall pay to the
            Company the amount of every call so made upon him at the time(s) and
            place(s) designated in such call. Unless otherwise stipulated in the
            resolution of the Board, each payment with respect to a call shall
            be deemed to constitute a pro-rata payment on account of all of the
            shares in respect of which such call was made.

      11.2  A call may contain a demand for payment in installments.

      11.3  A call shall be made in writing and shall be delivered to the
            member(s) in question not less than fourteen (14) days prior to the
            date of payment stipulated therein. Prior to the due date stipulated
            in the call the Board may, by delivering a written notice to the
            member(s), revoke such call, in whole or in part, postpone the
            designated date(s) of payment or change the designated place of
            payment.

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      11.4  If, according to the terms of issuance of any share, any amount is
            due at a definite date, such amount shall be paid on same date, and
            the holder of the same share shall be deemed, for all intents and
            purposes, to have duly received a call in respect of such amount.

      11.5  The joint holders of a share shall be bound jointly and severally to
            pay all calls in respect thereof. A call duly made upon one of the
            joint holders shall be deemed to have been duly made upon all of the
            joint holders.

      11.6  Any amount not paid when due shall bear an interest from its due
            date until its actual payment at a rate equal to the then prevailing
            rate of interest for unauthorized overdrafts as charged by Bank
            Hapoalim Ltd, unless otherwise prescribed by the Board.

            The provisions of this Article 11.6 shall in no way deprive the
            Company of, or derogate from any other rights and remedies the
            Company may have against such member pursuant to the Articles or any
            pertinent law.

      11.7  The Board may agree to accept prepayment by any member of any amount
            due with in respect to his shares, and may direct the payment of
            interest for such prepayment at a rate as may be agreed upon between
            the Board and the member so prepaying.

      11.8  Upon the issuance of shares of the Company, The Board may stipulate
            similar or different terms with respect to the payment of the
            consideration thereof by their respective holders.

12.   FORFEITURE AND SURRENDER

      12.1  If any member fails to pay when due any amount payable pursuant to a
            call, or interest thereon as provided for herein, the Company may,
            by a resolution of the Board, at any time thereafter, so long as
            said amount or interest remains unpaid, forfeit all or any of the
            shares in respect of which said call had been made. All expenses
            incurred by the Company with respect to the collection of any such
            amount of interest, including, inter-alia, attorney's fees and costs
            of legal proceedings, shall be added to, and shall constitute a part
            of the amount payable to the Company in respect of such call for all
            purposes (including the accrual of interest thereon).

      12.2  Upon the adoption of a resolution of forfeiture, the Board shall
            cause the delivery of a notice thereof to the member in question.
            Same notice shall specify that, in the event of failure to pay the
            entire amount due within the period stipulated in the notice (which
            period shall be not less the thirty (30) days), same failure shall
            cause, ipso facto, the forfeiture of the shares. Prior to the
            expiration of such period, the Board may extend the period specified
            in the notice of forfeiture or nullify the resolution of forfeiture,
            but such nullification shall not estop nor derogate from the power
            of the Board to adopt a further resolution of forfeiture in respect
            of the non-payment of said amount.

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      12.3  Whenever shares are forfeited as herein provided, all dividends
            theretofore declared in respect thereof and not actually paid shall
            be deemed to have been forfeited together with the shares.

      12.4  The Company, by a resolution of the Board, may accept the voluntary
            surrender by any member of all or any part of his shares.

      12.5  Any share forfeited or surrendered as provided herein shall
            thereupon constitute the property of the Company, and may be resold.
            Such shares that have not yet been resold shall be considered
            dormant shares.

      12.6  Any member whose shares have been forfeited or surrendered shall
            cease to be a member in respect of the forfeited or surrendered
            shares, but shall, notwithstanding, be obligated to pay to the
            Company all amounts at the time of forfeiture or surrender due to
            the Company with respect thereof, including interest and expenses as
            aforesaid until actual repayment, whether the maturity date of same
            amounts is on or prior to the date of forfeiture or surrender or at
            any time thereafter, and the Board, in its discretion, may enforce
            payment of such amounts or any part thereof, unless such shares have
            been resold in which event the provisions of the Law shall apply. In
            the event of such forfeiture or surrender, the Company, by a
            resolution of the Board, may accelerate the maturity date(s) of any
            or all amounts then owed to the Company by same member and not yet
            due, however, arising whereupon all of such amounts shall forthwith
            become due and payable.

            The Board may, at any time before any share so forfeited or
            surrendered shall have been reissued or otherwise disposed of to a
            third party, nullify the forfeiture or the acceptance of the
            surrender on such conditions as it thinks fit, but such
            nullification shall not estop nor derogate from the power of the
            Board to re-exercise its powers of forfeiture pursuant to this
            Article 12.

13.   LIEN

      13.1  The Company shall have, at all times, a first and paramount lien
            upon all the shares registered in the name of each member on the
            Register of Members, upon all the dividends declared in respect of
            such shares and upon the proceeds of the sale thereof, as security
            for his obligations. For the purposes of this Article 13 and of
            Article 14, the term "Obligation" shall mean any and all present and
            future indebtedness owed to the Company by a member with respect to
            his shares, however arising, whether such indebtedness is absolute
            or contingent, joint or several, matured or unmatured, liquidated or
            non-liquidated.

      13.2  Shall a member fail to fulfill any or all of his Obligations, the
            Company may enforce the lien, after same member was provided with a
            period of fourteen (14) days to fulfill the Obligations so breached.

      13.3  A member shall be obliged to reimburse the Company for all expenses
            thereby incurred with respect to the enforcement of a lien upon same
            member's shares, and such obligation shall be secured by the shares
            which are subject to same lien.

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14.   SALE OF SHARES AFTER FORFEITURE OR SURRENDER OR IN ENFORCEMENT OF LIEN

      14.1  Upon any sale of shares after forfeiture or surrender or in the
            course of enforcement of a lien, the Company may appoint any person
            to execute an adequate instrument of transfer or any other
            instrument required to effect the sale, and shall be entitled to
            register the purchaser on the Register of Members as the holder of
            the shares so purchased. The purchaser shall not be obliged to check
            the regularity of the proceedings of forfeiture, surrender or
            enforcement of a lien or the use that was made consideration thereby
            paid with respect to the shares.

            As of the entry of the purchaser's name in the Register of Members
            in respect of such shares, the validity of the sale shall not be
            rebutted, and the sole remedy of any person aggrieved by the sale
            shall be in damages, and against the Company solely.

      14.2  The net proceeds of any such sale, after payment of the selling
            expenses, shall serve for repayment of the Obligations of the
            respective member, and the balance if any shall be paid to the
            member, his inheritors, the executors of his will, the
            administrators of his estate, and to persons on his behalf.

15.   REDEEMABLE SECURITIES

      Subject to the Law, the Company may issue redeemable securities and redeem
      the same.

16.   EFFECTIVENESS OF TRANSFER OF SHARES

      A transfer of title to shares of the Company, whether voluntarily or by
      operation of law, shall not confer upon the transferee any rights towards
      the Company as a Registered Holder unless and until such time as the
      transfer has been registered in the Register of Members.

17.   PROCEDURE ON VOLUNTARY TRANSFER OF SHARES

      A person desiring to be registered as a Registered Holder, shall deliver
      to the Company an instrument of transfer of shares according to which he
      is the transferee accompanied by a notice to the effect, in a form to be
      prescribed by the Board, duly executed by such person and the transferor,
      and subject to the prior fulfillment of the provisions of Article 18
      below, the Board shall instruct the registration of same in the Register
      of Members.

18.   TRANSFER OF SHARES

      18.1  The transfer of shares of the Company and any other securities
            issued by the Company and owned by a Registered Holder (in this
            Article 18, hereinafter, "Securities") shall be made in writing in a
            conventional manner or as established by the Board; it may be
            effected by the signature of the transferor only, on the condition
            that an appropriate share transfer deed shall be submitted to the
            Company.

      18.2  Shares that are not paid up in full or are subject to any lien or
            pledge may not be transferred unless the transfer is approved by the
            Board, which may at its sole discretion withhold its approval
            without having to show grounds.

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      18.3  Any transfer of shares that are not paid up in full shall be subject
            to the signature of the transferee and the signature of a witness in
            verification of the authenticity of the signatures on the share
            transfer deed.

      18.4  The transferor shall be deemed to be the Registered Holder of the
            transferred Securities until the name of the transferee is entered
            in the Register of Members.

      18.5  The share transfer deed shall be submitted to the office for
            registration together with the certificates to be transferred and
            such other evidence as the Company may require with regard to the
            transferor's title or right to transfer the Securities. The share
            transfer deeds shall remain with the Company after their
            registration.

      18.6  The Company may demand payment of a transfer registration fee at a
            rate to be determined by the Board from time to time.

      18.7  The Board may close the Register of Members for a period no longer
            than 30 days every year.

      18.8  Upon the death of a Registered Holder of Securities of the Company,
            the Company shall recognize the guardians, administrators of the
            estate, executors of the will, and in the absence of such persons,
            the inheritors of the deceased person as the only ones entitled to
            be registered as the Registered Holders of Securities of the
            Company, subject to proof of their rights in a manner established by
            the Board.

      18.9  In the event of the deceased member being a Registered Holder of a
            Security jointly with other persons, the surviving member shall be
            considered the sole Registered Holder of said Securities, upon the
            approval of the Company, without exempting the estate of the
            deceased joint holder from any of the obligations relating to the
            jointly held Securities.

      18.10 A person acquiring a right to a Security by virtue of his being a
            guardian or administrator of the estate or inheritor of the deceased
            member, or receiver, liquidator or trustee in liquidation
            proceedings regarding a corporate member, or by any operation of
            law, may be subject to submission of such proof of entitlement as
            the Board may establish be entered as the Registered Holder of the
            respective Security or transfer the Security subject to the
            provisions of the Articles with regard to such transfer.

      18.11 A person acquiring a Security as a result of a transfer by operation
            of law shall be entitled to dividends and other rights in respect of
            the Security and also to receive and certify the receipt of
            dividends and other sums of money in connection with the said
            Security; however, such person shall not be entitled to receive
            notices of the convening of General Meetings of the Company or to
            participate or vote therein or to exercise any right conferred by
            the Security with the exception of the aforementioned rights,
            pending the registration of such person in the Register of Members.

19.   ISSUANCE OF SHARES

      The Board may issue shares and other securities, convertible or
      exercisable into shares, up to a maximum amount equal to the registered
      share capital of the Company; for this

<PAGE>

      purpose, securities convertible or exercisable into shares, shall be
      considered as having been converted or exercised on the date of issuance.



                               IV GENERAL MEETINGS

20.   ANNUAL  MEETING

      20.1  An Annual Meeting shall be held once in every calendar year at such
            time (within a period of not more than fifteen (15) months after the
            last preceding Annual Meeting) and at such place as may be
            determined by the Board.

      20.2  The Annual Meeting shall:

            20.2.1    Discuss the audited financial statements of the Company
                      for the last fiscal year;

            20.2.2    Appoint auditors and establish their remuneration, or
                      empower the Board to establish their remuneration;

            20.2.3    Appoint the directors as stipulated in Article 32 below,
                      and establish their remuneration;

            20.2.4    Discuss any other business to be transacted at a General
                      Meeting according to the Articles or by operation of law.

21.   EXTRAORDINARY MEETING

      21.1  All General Meetings other than Annual Meetings shall be called
            "Extraordinary Meetings".

      21.2  The Board may, whenever it thinks fit, convene an Extraordinary
            Meeting, and shall be obligated to do so upon receipt of a
            requisition in writing in accordance with Section 63 of the Law.

      21.3  Members of the Company shall not be authorized to convene an
            Extraordinary Meeting except as provided in Section 64 of the Law.

22.   NOTICE OF GENERAL MEETINGS

      22.1  Prior to any General Meeting a written notice thereof shall be
            delivered to all Registered Holders and to all other persons
            entitled to attend thereat, and shall be otherwise made public as
            required by Law. Such notice shall specify the place, the day and
            the hour of the General Meeting, the agenda of the meeting and the
            proposed resolutions and such other documents required under law.
            The notice will be delivered not less then twenty-one (21) days
            prior to any General Meeting.

      22.2  The accidental omission to give notice of a General Meeting, or the
            non-receipt of a notice by a member entitled to receive notices of
            General Meeting, shall not invalidate the proceedings of such a
            General Meeting.

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      22.3  A member entitled to receive notices of General Meeting may waive
            such right before such meeting of expost, and shall be deemed to
            have waived such right with respect to any General Meeting at which
            he was present, in person or by proxy.

23.   QUORUM

      23.1  Two or more members present in person or by proxy and holding shares
            conferring in the aggregate more than thirty three and one third
            percent (331/3%) of the total voting power attached to the shares of
            the Company, shall constitute a quorum at General Meetings. No
            business shall be considered or determined at a General Meeting,
            unless the requisite quorum is present when the General Meeting
            proceeds to consider and/or determine same business.

      23.2  If within half an hour from the time appointed for the General
            Meeting a quorum is not present, the General Meeting shall, if
            convened upon requisition under Section 64 of the Law, be dissolved,
            but in any other case it shall stand adjourned on the same day, in
            the next week, at the same time and place. The requisite quorum at
            an adjourned General Meeting shall be one or more members, present
            in person or by proxy, holding not less than thirty three and a
            third percent (331/3%) of the total voting power attached to the
            shares of the Company. At an adjourned General Meeting the only
            businesses to be considered shall be those matters which might have
            been lawfully considered at the General Meeting originally called if
            a requisite quorum had been present, and the only resolutions to be
            adopted are such types of resolutions which could have been adopted
            at the General Meeting originally called.

24.   CHAIRMAN

      The Chairman, of the Board, or if there is no such chairman, or if he is
      not present, any other person appointed by the members present, shall
      preside as Chairman at a General Meeting of the Company. The Chairman of
      any General Meeting shall have no additional or casting vote.

25.   ADOPTION OF RESOLUTION AT GENERAL MEETINGS

      25.1  A resolution shall be deemed adopted at a General Meeting if the
            requisite quorum is present and the resolution is supported by
            members present, in person or by proxy, vested with more than fifty
            percent (50%) of the total voting power attached to the shares whose
            holders were present, in person or by proxy, at such General Meeting
            and voted thereon, or such other percentage as is set forth in these
            Articles or as required by Law.

      25.2  Any resolution to amend these Articles or to amend the Memorandum
            (for as long as it is still in force), shall be deemed adopted at a
            General Meeting if supported by members, present in person or by
            proxy, vested with a Determining Majority, which shall be
            [seventy-five percent (75%)] or more of the total voting power
            attached to the shares whose holders were present, in person or by
            proxy, at such General Meeting and voted thereon.

      25.3  Any proposed resolution put to vote at a General Meeting shall be
            decided by a poll.

<PAGE>

      25.4  Subject to approval by a General Meeting at which the requisite
            quorum is present, the chairman is obligated at the request of the
            General Meeting, to adjourn the General Meeting, and the adjourned
            meeting shall convene at such date and place as is decided by the
            General Meeting. If the General Meeting is adjourned by more than
            twenty-one (21) days, a notice of the adjourned meeting shall be
            given in the manner set forth in sections 67 through 69 of the Law.
            An adjourned meeting may only transact such business as left
            unfinished at the original meeting.

      25.5  A declaration by the Chairman of the General Meeting that a proposed
            resolution has been adopted or rejected, shall constitute conclusive
            evidence of the adoption or rejection, respectively, of same
            resolution, and no further proof verifying the contents of such
            declaration or the number or proportion of the votes recorded in
            favor of or against such resolution shall be required.

26.   VOTING POWER

      26.1  Subject to the provisions of Article 27.1 below and subject to any
            other provision hereof pertaining to voting rights attached or
            not-attached to shares of the Company, whether in general or in
            respect of a specific matter or matters, every member shall have one
            vote for each share registered in his name on the Register of
            Members, regardless of its denomination or class.

      26.2  In case of equality of votes, the resolution shall be deemed to have
            been rejected.

27.   ATTENDANCE AND VOTING RIGHTS AT GENERAL MEETING

      27.1  Unless provided otherwise by the terms of issue of the shares, no
            member shall be entitled to be present or vote at a General Meeting
            (or be counted as part of the quorum thereat) unless all amounts due
            as at the date designated for same General Meeting with respect to
            his shares were paid.

      27.2  A corporate body being a member of the Company and entitled to vote
            and/or attend at a General Meeting may exercise such rights by
            authorizing any person, whether in general or for a specific General
            Meeting, to be present and/or vote on its behalf. Upon the request
            of the Chairman of the General Meeting, a writing evidence of such
            authorization and its validity (in a form acceptable to the
            Chairman) shall be furnished thereto.

      27.3  A member entitled to vote and/or attend at a General Meeting may
            appoint a proxy, whether is general or for a specific General
            Meeting, to exercise such rights, in a form approved by the Board.

      27.4  The instrument appointing a proxy shall be delivered to the Company
            not later than forty-eight (48) hours before the time designated for
            the General Meeting at which the person named in the instrument
            proposes to vote and/or attend.

      27.5  A member entitled to vote and/or attend at a General Meeting and is
            legally incapacitated, may exercise such rights by his custodian.

      27.6  If two or more persons are registered as joint owners of any share,
            the right to attend at a General Meeting, if attached to such share,
            shall be conferred upon all of

<PAGE>

            the joint owners, but the right to vote at a General Meeting and/or
            the right to be counted as part of the quorum thereat, if attached
            to such share, shall be conferred exclusively upon the senior
            amongst the joint owners attending the General Meeting, in person or
            by proxy; and for this purpose seniority shall be determined by the
            order in which the names appear on the Register of Members.

      27.7  The voting on the terms of the instrument of proxy shall be legal
            even in case of prior death or incapacity or bankruptcy of the
            principal, and in respect of a corporate principal, in case of its
            winding up or revocation of the instrument of proxy or transfer of
            the respective share, unless a notice in writing of such death or
            incapacity or bankruptcy or winding up or revocation of share
            transfer shall have been received by the Register of Members.

            The written notice of revocation of the proxy shall be valid if
            signed by the principal and received by the Register of Members not
            later than one hour before the start of voting.

      27.8  No proxy shall be valid after the expiry of 12 months from the date
            of its issue.



                              V BOARD OF DIRECTORS

28.   POWERS OF THE BOARD

      28.1  The Board shall be vested with the exclusive authority to exercise
            all of the Company's powers which are not, by Law, the Memorandum
            (for as long as it is in effect), the Articles or any applicable
            law, required to be exercised by the General Meeting, the General
            Manager, or any other organ of the Company as such term is defined
            in the Law.

      28.2  The Board shall set the policy guidelines for the Company and shall
            supervise the performance and activities of the General Manager.

29.   EXERCISE OF POWERS OF THE BOARD

      29.1  The powers conferred upon the Board shall be vested in the Board as
            collective body, and not in each one or more of the directors
            individually, and all such powers may be exercised by the Board by
            adopting resolutions in accordance with the provisions of the
            Articles.

      29.2  A resolution shall be deemed adopted at a meeting of the Board if
            supported by a majority of the directors attending such meeting and
            voting thereon. The Chairman of the Board shall have no casting
            vote.

      29.3  The Board may hold meetings using any means of communication,
            provided that all of the directors participating can simultaneously
            hear one another.


<PAGE>

30.   COMMITTEES OF DIRECTORS

      30.1  The Board may, subject to section 112 of the Law, delegate any or
            all of its powers to committees, each consisting of two or more
            directors, one of which shall be an External Director, and it may,
            from time to time, revoke or alter the powers so delegated. Each
            committee shall, in the exercise of the powers so delegated, conform
            to any regulations and conditions prescribed by the Board upon the
            delegation or at any other time. Each resolution adopted by a
            committee within the powers delegated to it by the Board shall be
            deemed to have been held by the Board.

      30.2  The Board will appoint from among its members an audit committee.
            All External Directors shall be members of the audit committee.

      30.3  The provision of the Articles with respect to the meetings of the
            Board, their convening and adoption of resolutions thereat shall
            apply, mutatis mutandis, to the meetings of any such committee,
            unless otherwise prescribed by the Board.

31.   NUMBER OF DIRECTORS

      Unless otherwise prescribed by a resolution adopted at a General Meeting,
      the Board shall consist of not less then four (4) nor more then twelve
      (12) directors (including the External Directors appointed as required
      under the Law).

32.   APPOINTMENT AND REMOVAL OF DIRECTORS

      32.1  The directors shall be elected annually at a General Meeting as
            aforesaid and shall remain in office until the next Annual Meeting
            at which time they shall retire, unless their office is vacated
            previously as stipulated in the Articles, provided however that the
            External Directors shall be appointed, and shall remain in office,
            as prescribed in the Law.

      32.2  The elected directors shall assume office on the day of their
            election.

      32.3  A retiring director may be reelected. Pending the convening of an
            Annual Meeting at which the directors are to retire from office, all
            directors shall remain in office until the convening of the Annual
            Meeting of the Company except in case of prior vacation of a
            director's office according to the Articles.

      32.4  If no directors are elected at the Annual Meeting, all the retiring
            directors shall remain in office pending their replacement by a
            General Meeting of the Company.

      32.5  Except with regard to a director whose tenure of office expires upon
            the convening of a General Meeting or a person recommended by the
            Board to serve as director, no motions for appointment of a
            candidate as a director shall be made unless a notice in writing
            signed by a member of the Company (other than the candidate himself)
            who is entitled to participate in and vote at the meeting, stating
            the intent of the said member to propose a candidate for election to
            the office of director, together with a document in writing by the
            candidate expressing his consent to be so elected, shall have been
            received at the office of the Company within a period of

<PAGE>

            not less than forty-eight (48) hours and not more than forty-two
            (42) days before the appointed date of the General Meeting.

      32.6  The General Meeting may, by way of a resolution, remove a director
            from office before the expiry of his tenure, and appoint another
            person to serve as director of the Company in his place, and also
            appoint a number of directors in the event of the number of
            directors having decreased below the minimum established by the
            General Meeting.

      32.7  The provisions of this Article 32 shall not apply to External
            Directors, whose appointment and removal shall be pursuant to the
            relevant provisions of the Law.

33.   QUALIFICATION OF DIRECTORS

      No person shall be disqualified to serve as a director by reason of his
      not holding shares in the Company or by reason of his having served as
      director in the past.

      The provisions of this section 32 shall not apply to External Directors,
      whose qualifications are as set forth in the relevant provisions of the
      Law.

34.   VACATION OF DIRECTOR'S OFFICE

      The office of a director shall be vacated:

      34.1  Upon his death;

      34.2  On the date at which he is declared a bankrupt;

      34.3  On the date he is declared legally incapacitated;

      34.4  On the date stipulated therefor in the resolution of his election or
            the notice of his appointment, as the case may be;

      34.5  On the date stipulated therefor in the resolution or notice of his
            removal or on the date of the delivery of such notice to the
            Company, whichever is later;

      34.6  On the date stipulated therefor in a written notice of resignation
            thereby delivered to the Company or upon its delivery to the
            Company, whichever is later.

      34.7  If he is convicted in a final judgment of an offence of a nature
            which disqualifies a person from serving as a director, as set forth
            in the Law.

      34.8  If a court of competent jurisdiction decides to terminate his
            office, in accordance with the provisions of the Law, in a decision
            or judgment for which no stay of enforcement is granted.

35.   REMUNERATION OF DIRECTORS

      The directors shall be entitled to remuneration by the Company for their
      services as directors. The remuneration may be established as a global sum
      or as a fee for participation in meetings. In addition to such
      remuneration, every director shall be

<PAGE>

      entitled to a refund of reasonable expenses for travel, per diem money,
      and other expenses related to the discharge of his duties as a director.

      The provisions of this section 34 shall not apply to External Directors,
      whose remuneration shall be in accordance with the relevant provisions of
      the Law.

36.   CONFLICT OF INTERESTS

      36.1  Subject to the provisions of the Law, the Company may consider and
            approve, by a resolution of the Board, each of the following
            transactions, which are not detrimental to the best interests of the
            Company:

            36.1.1    a transaction to which the Company is a party to, and in
                      which an officer of the Company has an interest; or

            36.1.2    a transaction between the Company and officer of the
                      Company; or

            36.1.3    such other transactions that require special approval
                      pursuant to the Law.

            Notwithstanding the foregoing, in the event of an extraordinary
            transaction ("Iska Chariga" as defined in the Law) or the approval
            of the terms of service or employment (including any waiver,
            insurance or indemnification) of an officer of the Company, such
            transaction shall require such additional approval as stipulated by
            the Law. Any officer shall not participate in the meeting of the
            Board or audit committee (whichever applicable), where such
            resolution is considered and shall not vote in such meeting, unless
            the majority of the members of the Board or audit committee shall
            have an interest in the approval of the transaction, in which case
            such transaction must also be approved by the General Meeting.

37.   ALTERNATE DIRECTOR

      37.1  Subject to the approval of the Board, a director may, by delivering
            a written notice to the Company, appoint an alternate for himself
            (hereinafter referred to as "Alternate Director"), remove such
            Alternate Director and appoint another Alternate Director in place
            of any Alternate Director appointed by him whose office has been
            vacated for any reason whatsoever. The appointment of the Alternate
            Director shall be for an indefinite period and for all purposes,
            unless restricted to a specific period, to a specific meeting or act
            of the Board, to a specific matter or in any other manner, and same
            restriction was specified in the appointment instrument or in a
            written note delivered to the Company.

      37.2  Any notice delivered to the Company pursuant to Article 37.1 shall
            become effective on the date specified therefor therein or upon
            delivery thereof to the Company or upon approval of the Board,
            whichever is later.

      37.3  An Alternate Director shall be vested with all rights and shall bear
            all obligations of the director who appointed him, provided,
            however, that he shall not be entitled to appoint an alternate for
            himself (unless the instrument appointed him expressly provides
            otherwise), and provided further that the Alternate Director shall
            have no

<PAGE>

            standing at any meeting of the Board or any committee thereof
            whereat the director who appointed him is present.

      37.4  The following may not be appointed nor serve as an Alternate
            Director: (i) a person not qualified to be appointed as a director,
            (ii) an actual director, or (iii) another Alternate Director.

      37.5  The office of an Alternate Director shall be vacated under the
            circumstances, mutatis mutandis, set forth in Article 34, and such
            office shall further be ipso facto vacated if the director who
            appointed such Alternate Director ceases to be a director.

38.   MEETING OF THE BOARD

      38.1  Subject to Articles 40 and 41 below, the Board may meet, adjourn its
            meeting and otherwise determine and regulate such meetings and their
            proceedings as it deems fit.

      38.2  Upon the vacation of the office of a director, the remaining
            directors may continue to discharge their functions until the number
            of remaining directors decreases below the minimum established in
            the Articles. In the latter case the remaining directors may only
            act to convene a General Meeting of the Company.

      38.3  The directors may at any time appoint any person to serve as
            director as replacement for a vacated office or in order to increase
            the number of directors, subject to the condition that the number of
            directors shall not exceed the maximum established in these
            Articles. Any so appointed director shall remain in office until the
            next General Meeting, at which he may be reelected.

39.   CONVENING MEETINGS OF THE BOARD

      39.1  The Chairman of the Board may, at any time, convene a meeting of the
            Board, and shall be obliged to do so (i) at least once every three
            months, (ii) upon receipt of a written demand from any one director,
            or (iii) in accordance with section 1224)) or 169 of the Law. In the
            event there is no such Chairman or a meeting of the Board was not
            convened to a date which is no later then ten (10) days following
            delivery of such written demand or receipt of the relevant notice or
            report, any of the abovementioned directors may convene a meeting of
            the Board.

            Convening a meeting of the Board shall be made by delivering a
            notice thereof to all of the directors within a reasonable length of
            time prior to the date thereof. Such notice shall specify the exact
            time and place of the meeting so called and a reasonably detailed
            description of the all of the issues on the agenda for such meeting.

      39.2  A resolution adopted at a meeting of the Board, which had not
            convened in accordance with the necessary requirements set forth in
            the Law or these Articles may be invalidated in accordance with the
            applicable provisions of the Law.

<PAGE>

      39.3  A director may waive his right to receive prior notice of any
            meeting, in general or in respect of a specific meeting, and shall
            be deemed to have waived such right with respect to any meeting at
            which he was present.

40.   QUORUM

      A majority of the number of directors then in office shall constitute a
      quorum at meetings of the Board, except if and as otherwise required in
      accordance with the Law. No business shall be considered or determined at
      any meeting of the Board unless the requisite quorum is present when the
      meeting proceeds to consider or determine same business.

41.   CHAIRMAN OF THE BOARD

      The Board may from time to time elect one of its members to be the
      Chairman of the Board, remove such Chairman from office and appoint
      another in his place. However, the General Manager shall not serve as the
      Chairman of the Board, nor shall the Chairman of the Board be vested with
      the powers designated to the General Manager, except in accordance with
      section 121(3) of the Law. The Chairman of the Board shall preside at
      every meeting of the Board, but if there is no such Chairman, or if he is
      not present or he is unwilling to take the chair at any meeting, the
      directors present shall elect one of their members to be chairman of such
      meeting. The Chairman of the Board shall have no casting vote.



                               VI GENERAL MANAGER

42.   GENERAL MANAGER

      42.1  The Board shall appoint one or more persons, whether or not
            directors, as General Manager(s) of the Company, either for a
            definite period or without any limitation of time, and may confer
            powers, authorities and rights and/or impose duties and obligations
            upon such person or persons and determine his or their salaries as
            the Board may deem fit and subject to the provisions of the Law.




                            VII MINUTES OF THE BOARD

43.   MINUTES

      43.1  The proceedings of each meeting of the Board and meeting of
            committee of the Board shall be recorded in the minutes of the
            Company. Such minutes shall set forth the names of the persons
            present at every such meeting and all resolutions adopted thereat
            and shall be signed by the chairman of the meeting.

      43.2  All minutes approved and signed by the chairman of the meeting or
            the Chairman of the Board, shall constitute prima facie evidence of
            its contents.

<PAGE>

                              VIII INTERNAL AUDITOR

44.   INTERNAL AUDITOR

      44.1  The Board shall appoint an internal auditor in accordance with the
            provisions of the Law.

      44.2  The Internal Auditor shall submit to the audit committee a proposal
            for an annual or periodic work program for its approval. The Audit
            Committee shall approve such proposal subject to the modifications
            which it considers necessary.

      44.3  The General Manager shall be in charge of and supervise the Internal
            auditor's performance of its obligations.


                            IX DIVIDENDS AND PROFITS

45.   DECLARATION OF DIVIDENDS

      45.1  The Board may, from time to time, subject to the provisions of the
            Law, declare a dividend at a rate as the Board may deem considering
            the accrued profits of the Company as set forth in its financial
            statements, and provided that the payment of such dividends will not
            reasonably prevent the Company from meeting its current and expected
            liabilities.

      45.2  Subject to any special or restricted rights conferred upon the
            holders of shares as to dividends, all dividends shall be declared
            and paid in accordance with the paid-up capital of the Company
            attributable to the shares in respect of which the dividends are
            declared and paid. The paid-up capital attributable to any share
            (whether issued at its nominal value, at a premium or at a
            discount), shall be nominal value of such share. Provided, however
            that if the entire consideration for same share was not yet paid to
            the Company, the paid-up capital attribute thereto shall be such
            proportion of the nominal value as the amount paid to the Company
            with respect to the share bears to its full consideration, and
            further provided the amounts which have been prepaid on account of
            shares and the Company has agreed to pay interest thereon shall not
            be deemed, for the purposes of this Article, to be payments on
            account of such shares. In the event no amount has been paid with
            respect to any shares whatsoever, dividends may be declared and paid
            according to the nominal value of the shares.

      45.3  Notice of the declaration of dividends shall be delivered to all
            those entitled to such dividends.

46.   RIGHTS TO PARTICIPATE IN THE DISTRIBUTION OF DIVIDENDS

      46.1  Subject to special rights with respect to the Company's profits to
            be conferred upon any person pursuant to these Articles and the Law,
            all the profits of the Company may be distributed among the members
            entitled to participate in the distribution of dividends.

<PAGE>

      46.2  Notwithstanding for foregoing, a holder of shares shall not be
            attributed with the right to participate in the distribution of
            dividends which were declared for a period preceding the date of the
            actual issuance.

47.   INTEREST ON DIVIDENDS

      The Company shall not be obligated to pay, and shall not pay interest on
      declared dividends.

48.   PAYMENT OF DIVIDENDS

      Subject to Article 49, a declared dividend may be paid by wire transfer or
      a check made to the order of the person entitled to receive such dividend
      (and if there are two or more persons entitled to the dividend in respect
      of the same share - to the order of any one of such persons) or to the
      order of such person as the person entitled thereto may direct in writing.
      Same check shall be sent to the address of the person entitled to the
      dividend, as notified to the Company.

49.   PAYMENT IN SPECIE

      Upon the recommendation of the Board, dividends may be paid, wholly or
      partly, by the distribution of specific assets of the Company and/or by
      the distribution of shares and/or debentures of the Company and/or of any
      other company, or in any combination of such manners.

50.   SETTING-OFF DIVIDENDS

      The Company's obligation to pay dividends or any other amount in respect
      of shares, may be set-off by the Company against any indebtedness, however
      arising, liquidated or non-liquidated, of the person entitled to receive
      the dividend.

      The provisions contained in this Article shall not prejudice any other
      right or remedy vested with the Company pursuant to the Articles or any
      applicable law.

51.   UNCLAIMED DIVIDENDS

      51.1  Dividends unclaimed by the person entitled thereto within thirty
            (30) days after the date stipulated for their payment, may be
            invested or otherwise used by the company, as it deems fit, until
            claimed; but the Company shall not be deemed a trustee in respect
            thereof.

      51.2  Dividends unclaimed within the period of seven (7) years from the
            date stipulated for their payment, shall be forfeited and shall
            revert to the Company, unless otherwise directed by the Board

52.   RESERVES AND FUNDS

      52.1  The Board may, before recommending the distribution of dividends,
            determine to set aside out of the profits of the Company or out of
            an assets revaluation fund and carry to reserve or reserves such
            sums as it deems fit, and direct the designation, application and
            use of such sums. The Board may further determine that any such

<PAGE>

            sums which it deems prudent not to distribute as dividends will not
            be set aside for reserve, but shall remain as such at the disposal
            of the Company.

      52.2  The Board may, from time to time, direct the revaluation of the
            assets of the Company, in whole or in part, and the creation of an
            assets revaluation fund out of the revaluation surplus, if any.

53.   CAPITALIZATION OF PROFITS

      53.1  The Board may capitalize all or any part of the sums or assets
            allocated to the credit of any reserve fund or to the credit of the
            profit and loss account or being otherwise distributable as
            dividends (including sums or assets received as premiums on the
            issuance of shares or debentures), and direct accordingly that such
            sums or assets be released for distribution amongst the members who
            would have been entitled thereto if distributed by way of dividends
            and in the same proportion; provided that same sums or assets be not
            paid in cash or in specie but be applied for the payment in full or
            in part of the unpaid consideration of the issued shares held by
            such members and/or for the payment in full of the consideration (as
            shall be stipulated in said resolution) for shares or debentures of
            the Company to be issued to such members subsequent to the date of
            said resolution, credited as fully paid up.

      53.2  In the event a resolution as aforesaid shall have been adopted, the
            Board shall make all adjustments and applications of the moneys or
            assets resolved to be capitalized thereby, and shall do all acts and
            things required to give effect thereto. The Board may authorize any
            person to enter into agreement with the Company on behalf of all
            members entitled to participate in such distribution, providing for
            the issuance to such members of any shares or debentures, credited
            as fully paid, to which they may be entitled upon such
            capitalization or for the payment on behalf of such members, by the
            application thereto of the proportionate part of the money or assets
            resolved to be capitalized, of the amounts or any part thereof
            remaining unpaid on their existing shares, and any agreement made
            under such authority shall be effective and binding upon all such
            members.


                               X ACCOUNTING BOOKS

54.   ACCOUNTING BOOKS

      54.1  The Board shall cause the Company to hold proper accounting books
            and to prepare an annual balance sheet, a statement of Profit and
            Loss, and such other financial statements as the Company may be
            required to prepare under law.

            The accounting books of the Company shall be held at the office or
            at a place deemed fit by the Board, and they shall be open to
            inspection by the directors.

      54.2  The Board may determine at its sole discretion the terms on which
            any of the accounts and books of the Company shall be open to
            inspection by members, and no member (other than a director) shall
            be entitled to inspect any account or ledger or document of the
            Company unless such right is granted by law or by the Board.

      54.3  At least once a year, the Board shall submit to the Annual Meeting
            financial statements for the period from the previous statement as
            required by Law. The

<PAGE>

            balance sheet shall be accompanied by an auditors' report and a
            report by the Board on the position of the Company.



                               XI BRANCH REGISTERS

55.   AUTHORITY TO KEEP BRANCH REGISTERS

      The Company may keep branch registers in any reciprocal state.

56.   PROVISIONS IN RESPECT OF KEEPING BRANCH REGISTERS

      Subject to the provisions contained in the Law, the Board shall be
      authorized to make such rules and procedures in connection with the
      keeping of branch registers as it may, from time to time, think fit.



                                 XII SIGNATURES

57.   THE COMPANY'S SIGNATURE

      57.1  A document shall be deemed signed by the Company upon the
            fulfillment of the following:

            57.1.1    It bears the name of the Company in print;

            57.1.2    It bears the signature of one or more persons authorized
                      therefor by the Board; and

            57.1.3    The act of the person authorized by the Board as aforesaid
                      was within its authority and without deviation therefrom.

      57.2  The signatory rights on behalf of the Company shall be determined by
            the Board.

      57.3  An authorization by the Board as provided in Article 57.2 may be for
            a specific matter, for a specific document or for a certain sort of
            document or for all the Company's documents or for a definite period
            of time or for an unlimited period of time, provided that any such
            authority may be terminated by Board, at will.

      57.4  The provisions of this Article shall apply both to the Company's
            documents executed in Israel and the Company's documents executed
            abroad.



                                  XIII NOTICES

58.   NOTICES IN WRITING

      58.1  Notices pursuant to the Law, the Memorandum and the Articles shall
            be made in the manner prescribed by the Board from time to time.

<PAGE>

      58.2  Unless otherwise prescribed by the Board, all notices shall be made
            in writing and shall be sent by mail.

59.   DELIVERY OF NOTICES

      59.1  Each member and each director shall notify the Company in writing of
            his address for the receipt of notices, documents and other
            communications relating to the Company, it's business and affairs.

      59.2  Any notice, document or other communication shall be deemed to have
            been received at the time received by the addressee or at its
            address, or if sent by registered mail to same address - within
            seven (7) days from its dispatch, whichever is earlier.

      59.3  The address for the purposes of Article 59.2 shall be the address
            furnished pursuant to Article 59.1, and the address of the Company
            for the purposes of Article 59.2 shall be its registered address or
            principal place of business.



                           XIV INDEMNITY AND INSURANCE

60.   INDEMNITY OF OFFICERS

      60.1  The Company may indemnify any officer for any of the following:

            60.1.1    A monetary liability imposed upon an officer for the
                      benefit of another person by a judgment, including a
                      judgment giving effect to a compromise and an arbitration
                      award approved by a court, with respect to an act
                      performed by same officer in his capacity as an officer of
                      the Company;

            60.1.2    Reasonable litigation expenses, including attorney's fees,
                      incurred by an officer or imposed upon him by a court, in
                      a proceeding brought against him by the Company or on its
                      behalf or by another person, or in a criminal proceeding
                      in which he was acquitted, or in a criminal proceeding in
                      which he was convicted of a crime that does not require
                      proof of criminal intent, and all with respect to an act
                      thereby performed in his capacity as an officer of the
                      Company.

      60.2  The Company may:

            60.2.1    Undertake in advance to indemnify an officer, provided
                      that the undertaking be limited to categories of events
                      which in the Board's opinion can be foreseen when the
                      undertaking to indemnify is given, and to an amount
                      established by the Board as reasonable under the
                      circumstances; or

            60.2.2    Indemnify the officer retroactively.

61.   INSURANCE OF OFFICER

      The Company may enter into an agreement for the insurance of the liability
      of an officer, in whole or in part, with respect to any liability which
      may imposed upon such officer as

<PAGE>

      a result of an act performed by same officer in his capacity as an officer
      of the Company, for any of the following:

      61.1  A breach of a cautionary duty toward the Company or toward another
            person;

      61.2  A breach of a fiduciary duty toward the Company, provided the
            officer acted in good faith and has had reasonable ground to assume
            that the act would not be detrimental to the Company;

      61.3  A monetary liability imposed upon an officer toward another;



                                  XV WINDING UP

62.   DISTRIBUTION OF ASSETS

      If the Company be wound up, then, subject to provisions of any applicable
      law and to any special or restricted rights attached to a share, the
      assets of the Company in excess of its liabilities shall be distributed
      among the members in proportion to the paid-up capital of the Company
      attributable to the shares in respect of which such distribution is being
      made. The paid-up capital attributable to any share (whether issued at its
      nominal value, at a premium or at a discount), shall be a nominal value of
      such share, provided, however, that if the entire consideration for same
      share was not yet paid to the Company, the paid-up capital attributable
      thereto shall be such proportion of the nominal value as the amount paid
      to the Company with respect to the share bears to its full consideration.

<PAGE>

                                TABLE OF CONTENTS


SUBJECT                                                                     PAGE
-------                                                                     ----

I  PRELIMINARY

Interpretation                                                                 1

Name                                                                           2

Purpose and Objective                                                          2

II  SHARE CAPITAL

Share Capital                                                                  2

Limited Liability                                                              2

Alteration of Share Capital                                                    2

III  SHARES

Rights Attached to Shares                                                      3

Issuance of Shares                                                             3

Share Certificates                                                             4

Owners of Shares                                                               4

Calls on Shares                                                                4

Forfeiture and Surrender                                                       5

Lien                                                                           6

Sale of Shares after Forfeiture or Surrender or
in Enforcement of Lien                                                         7

Redeemable Shares                                                              7

Effectiveness of Transfer of Shares                                            7

Procedure on Voluntary Transfer of Shares                                      7

Transfer of Shares                                                             7

Issuance of Shares                                                             8
<PAGE>

IV  GENERAL MEETING

Annual  Meeting                                                                9

Extraordinary Meeting                                                          9

Notice of General Meetings                                                     9

Quorum                                                                        10

Chairman                                                                      10

Adoption of Resolution at General Meetings                                    10

Voting Power                                                                  11

Attendance and Voting Rights at General Meeting                               11

V  BOARD OF DIRECTORS

Powers of the Board                                                           12

Exercise of Powers of the Board                                               12

Committees of Directors                                                       13

Number of Directors                                                           13

Appointment and Removal of Directors                                          13

Qualification of Directors                                                    14

Vacation of Director's Office                                                 14

Remuneration of Directors                                                     14

Conflict of Interests                                                         15

Alternate Director                                                            15

Meeting of the Board                                                          16

Convening Meetings of the Board                                               16

Quorum                                                                        17

Chairman of the Board                                                         17

VI  GENERAL MANAGER

General Manager                                                               17
<PAGE>

VII  MINUTES OF THE BOARD

Minutes                                                                       17

VIII  INTERNAL AUDITOR

Internal Auditor                                                              18

IX  DIVIDENDS AND PROFIT

Declaration of Dividends                                                      18

Rights to Participate in the Distribution of Dividends                        18

Interest on Dividends                                                         19

Payment of Dividends                                                          19

Payment in Specie                                                             19

Setting-Off Dividends                                                         19

Unclaimed Dividends                                                           19

Reserves and Funds                                                            19

Capitalization of Profits                                                     20

X  ACCOUNTING BOOKS

Accounting Books                                                              20

XI  BRANCH REGISTERS

Authority to keep Branch Registers                                            21

Provisions in respect of keeping Branch Registers                             21

XII  SIGNATURES

The Company's Signature                                                       21

XIII  NOTICES

Notices in Writing                                                            21

Delivery of Notices                                                           22

XIV  INDEMNITY AND INSURANCE

Indemnity of Officers                                                         22

Insurance of Officer                                                          22

<PAGE>

XV  WINDING UP

Distribution of Assets                                                        23