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                                                                  EXHIBIT 3.2









                             ARTICLES OF ASSOCIATION


                                       OF

                      MARNETICS BROADBAND TECHNOLOGIES LTD.





                   AMENDED AND RESTATED AS OF 8 DECEMBER, 2000



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                             ARTICLES OF ASSOCIATION


                                       OF


                      MARNETICS BROADBAND TECHNOLOGIES LTD.

     ----------------------------------------------------------------------

1.         INTERPRETATION

         In these Articles, the words in the first column of the following table
         shall bear the meanings set opposite them respectively in the second
         column thereof, if not inconsistent with the subject or context:

       WORDS                              MEANINGS

       The Company                        Marnetics Broadband Technologies Ltd.

       The Board                          The Board of Directors of the Company

       Companies Law                      The Companies Law 1999 (the
                                          "Companies Law") and all orders and
                                          regulations issued thereunder as
                                          amended from time to time, including
                                          any law or statute replacing it.

       The Statutes                       The Companies Law, the Securities Law
                                          of 1968 and every other ordinance or
                                          law for the time being in force
                                          concerning companies and affecting the
                                          Company.

       These Articles                     These Articles of Association, as
                                          shall be amended from time to time.

       Officer                            A "NOSEH MISRA", as defined in the
                                          Companies Law, to wit, a Director,
                                          General Manager, chief business
                                          manager, deputy General Manager, vice
                                          General Manager, or any other manager
                                          directly subordinate to the managing
                                          director or any other person assuming
                                          the responsibiltities of any of the
                                          foregoing positions without regard to
                                          such person's title.

       Audit Committee                    As defined in the Companies Law.

       The Office                         The registered office of the Company.

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       The Seal                           Any of (i) the rubber stamp of the
                                          Company, (ii) the facsimile signature
                                          of the Company, or (iii) the
                                          electronic signature of the Company as
                                          approved by the Board.

       Shareholders Register              The shareholders register required to
                                          be kept according to the Companies Law
                                          and any other shareholders register
                                          permitted to be kept by the Company
                                          according to the Companies Law.

       Month                              A Gregorian month.

       NIS                                New Israeli Shekel

       Writing                            Printing, lithography, photography and
                                          any other mode or modes of
                                          representing or reproducing words in a
                                          visible form.


       Words denoting the singular number shall include the plural number and
       vice versa; words denoting the masculine gender shall include the
       feminine and neuter genders; words denoting persons shall include any
       individual, company, corporation, partnership, trust, unincorporated
       association or other entity or any combination of the foregoing.

       Subject as aforesaid, any words or expressions defined in the Statutes
       shall, except where the subject or context forbids, bear the same
       meanings in these Articles.

2.         PUBLIC COMPANY

  The Company is a public company which may have an unlimited number of
  Shareholders and may offer Securities to the public. The liability of a
  Shareholder for debts of the Company is limited to the unpaid portion of the
  consideration (including any premium) in exchange for which the Shareholder's
  Ordinary Shares were issued. The Company may not alter the liability of a
  Shareholder or require the acquisition of Securities without his consent.


  THE COMPANY'S PURPOSE

  3.  The Company's purpose is to operate according to business considerations
      for the production of profits.

  4.  SHARE CAPITAL

      (One) The registered share capital of the Company is NIS 2,000,000 (Two
      Million New Israeli Shekel), divided into 25,000,000 (Twenty-five Million)
      Ordinary Shares of NIS 0.08 nominal value each (the "Ordinary Shares").

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      (Two) Each Ordinary Share shall rank pari passu. The Ordinary Shares shall
      entitle their holders the right to participate and vote in all General
      Meetings of the Company, the right to receive dividends and the right to
      participate in the distribution of surplus assets of the Company in the
      event of the winding up of the Company, and all other rights generally
      conveyed to the holders of ordinary shares.


AMENDMENT OF ARTICLES

  5.  These Articles (with the exception of Article 101 which may be amended as
      provided therein) may be amended by a majority vote at a meeting of
      shareholders of the Company, with the exception of Article 101 which may
      be amended only by the affirmative vote of two - thirds of the
      shareholders present (in person or by proxy) and voting on such resolution
      at a General Meeting.

      Notwithstanding the provisions of this Article , a change of these
      Articles that obligates a shareholder to acquire additional shares or to
      increase the extent of his liability shall not obligate the shareholder
      without his consent.

SHARES

  6.  Subject to these Articles or to the terms of any resolution creating new
      shares, the unissued shares in the registered share capital of the Company
      from time to time shall be under the control of the Board, which shall
      have the power to allot shares or otherwise dispose of them to such
      persons, on such terms and conditions, and either at par or at a premium
      or, subject to the provisions of the Statutes, at a discount, and at such
      times as the Board may think fit, and the power to give to any person the
      option to acquire from the Company any shares, either at nominal value or
      at a premium or, subject as aforesaid, at a discount, during such time and
      for such consideration as the Board may determine.

  7.  If two or more persons are registered as joint holders of any share, any
      one of such persons may give effectual receipts for any dividends or other
      monies in respect of such share. A share certificate registered in the
      names of two or more persons shall be delivered to the person first named
      in the Register of Members in respect of such co-ownership.

  8.  Every shareholder registered in the Shareholders' Register shall be
      entitled, without payment, to receive within thirty days after allotment
      or registration of transfer (unless the conditions of issuance provide for
      a longer interval), one certificate under the Seal for all the shares
      registered in his name, and if the Board so approves, several
      certificates, each for one or more of such shares. Each certificate shall
      specify the number and denoting numbers of the shares in respect of which
      it is issued and may also specify the amount paid up thereon; provided
      that, in the case of joint holders, the Company shall not be bound to
      issue more than one certificate to all the joint holders, and delivery of
      such certificate to one of them shall be sufficient delivery to all. Every
      certificate


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      shall be signed by one Director and countersigned by the Secretary or some
      other person nominated by the Board for this purpose.

  9.  If any share certificate shall be defaced, worn out, destroyed or lost, it
      may be renewed on such evidence being produced, and such indemnity (if
      any) being given as the Board shall require and (in the case of defacement
      or wearing out) upon delivery of the old certificate and, in any case,
      upon payment of such sum not exceeding NIS 50 (Fifty New Israeli Shekels)
      as the Board may from time to time require.

  10. The Company may, directly or indirectly, purchase its own shares subject
      to the provisions of the Companies Law. If the Company purchases its own
      shares, such shares will not have any rights as long as they are owned by
      the Company.

  11. (a) A subsidiary or some other corporate body under the Company's control
      in this Article: "ACQUIRING CORPORATE BODY") may acquire shares of the
      Company subject to the provisions of the Companies Law, on condition that
      the subsidiary's Board or the Directors of the acquiring corporate body
      determined that - had the acquisition been made by the Company - it would
      have been permitted by the provisions of the Companies Law.

      (b) If the Company's shares are acquired by a subsidiary or by an
      acquiring corporate body, such shares shall not grant voting rights so
      long as they are owned by the subsidiary or by the acquiring corporate
      body.

      (c) If a prohibited distribution (as defined in Section 301 to the
      Companies Law) was made, then the refund specified in Section 310 to the
      Companies Law shall be made to the subsidiary or to the acquiring body
      corporate and the provisions of Section 311 shall apply, mutatis mutandis,
      to the Directors of the subsidiary and to the Directors of the acquiring
      body corporate. However, if the Company's Board determined that the
      distribution is permitted, then the responsibility shall be that of the
      Company's Directors, as provided in Section 311 to the Companies Law.

      (d) Notwithstanding the provisions of Sub-article (a), acquisition by a
      subsidiary or by an acquiring corporate body that is not wholly owned by
      the Company constitutes a distribution in an amount equal to the amount of
      the acquisition, multiplied by the proportion of rights in the
      subsidiary's capital or in the capital of the acquiring corporate body
      held by the Company.

  TRANSFER OF SHARES

  12. No transfer of shares shall be registered unless a proper writing or
      instrument of transfer (in any customary form or any other form
      satisfactory to the Board) has been submitted to the Company (or its
      transfer agent), together with the share certificate(s) and such other
      evidence of title as the Board may reasonably require. Until the
      transferee has been registered in the Shareholders Register (which the
      Company shall perform promptly from submission to it of the foregoing) in
      respect of the shares so transferred, the Company may continue to
      regard the transferor as the owner thereof.
                                      -5-
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  13. The Board may refuse, without giving any reasons therefor, to register
      any transfer of shares where the Company has a lien on the shares,
      constituting the subject matter of the transfer, but fully paid-up
      shares may be transferred freely and such transfers do not require the
      approval of the Board.

      All instruments of transfer shall remain in the custody of the Company,
      but any such instrument which the Board refused to register shall be
      returned to the person from whom it was received, if such request be made
      by him.

  14. The Transfer Records and the Shareholders Register and Debenture Holders
      (if any) Register and Debenture Stock Holders (if any) Register and other
      securities (if any) Register of the Company may be closed during such time
      as the Board may deem fit, not exceeding, in the aggregate, thirty (30)
      days in each year.

  TRANSMISSION OF SHARES

  15. In the case of the death of a shareholder, or a holder of a debenture, the
      survivor or survivors, where the deceased was a joint holder, and the
      executors and/or administrators and/or the legal heirs of the deceased
      where he was a sole or only surviving holder, shall be the only persons
      recognized by the Company as having any title to his shares or his
      debentures, but nothing herein contained shall release the estate of a
      deceased joint holder from any liability in respect of any share or any
      debenture jointly held by him.

  16. Any person who becomes entitled to a share or a debenture in consequence
      of the death or bankruptcy or any shareholder may, upon producing such
      evidence of title as the Board shall require, with the consent of the
      Board, be registered himself as holder of the share or the debenture or,
      subject to the provisions as to transfers herein contained, transfer the
      same to some other person.

  17. A person entitled to a share or a debenture by transmission shall be
      entitled to receive, and may give a discharge for, any dividends or
      interest or other monies payable in respect of the share or debenture, but
      he shall not be entitled in respect of it to receive notices of, or to
      attend or vote at meetings of the Company or, save as aforesaid, to
      exercise any of the rights or privileges of a shareholder or a holder of a
      debenture unless and until he shall become a shareholder in respect of the
      share or a holder of the debenture.

  ALTERATIONS OF CAPITAL

  18. Subject to the provisions of the Companies Law, the Company may from time
      to time by a majority vote at a General Meeting of shareholders of the
      Company:

      (a)  consolidate and divide all or any of its share capital into shares of
           larger amount than its existing shares; or

      (b)  cancel registered share capital that has not yet been issued, on
           condition that there are no undertakings of the Company - including
           conditional undertakings - to issue such shares; or

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      (c)  divide its share capital or any part thereof into shares of smaller
           amount than is fixed by its Articles of Association by sub-division
           of its existing shares or any of them , and so that as between the
           resulting shares, one or more of such shares may, by the Resolution
           by which such sub-division is effected, be given any preference or
           advantage as regards dividend, return of capital, voting or otherwise
           over the others or any other shares; or

      (d)  reduce its share capital and any capital redemption reserve fund in
           any way that may be considered expedient. 19. The Company may,
           subject to the Companies Law, issue redeemable shares and redeem the
           same according to the terms and conditions which the Company shall
           determine.

  INCREASE IN CAPITAL

      20.  The Company may from time to time by a majority vote at a meeting of
           shareholders, whether all the shares for the time being authorized
           shall have been issued or all the shares for the time being issued
           shall have been fully called up or not, increase its share capital by
           the creation of new shares; such new capital to be of such amount and
           to be divided into shares of such respective amounts and (subject to
           any special rights for the time being attached to any existing class
           of shares) to carry such preferential, deferred or other special
           rights (if any) or to be subject to such conditions or restrictions
           (if any) in regard to dividend, return of capital, voting or
           otherwise as the General Meeting deciding upon such increase directs.

      21.  Except so far as otherwise provided by or pursuant to these Articles
           or by the conditions of issuance, any new share capital shall be
           considered as part of the original ordinary share capital of the
           Company, and shall be subject to the same provisions with reference
           to liens, transfer, transmission and otherwise as the original share
           capital.

  MODIFICATION OF CLASS RIGHTS

      22.  If, at any time, the share capital is divided into different classes
           of shares, the rights attached to any class (unless otherwise
           provided by the terms of issuance of the shares of that class) may be
           varied with the sanction of a majority vote at a meeting of the
           shareholders passed at a separate meeting of the holders of the
           shares of the class. The provisions of these Articles relating to
           General Meetings shall apply, mutatis mutandis, to every such
           separate General Meeting. Any holder of shares of the class present
           in person or by proxy may demand a secret poll.

      23.  Unless otherwise provided by the conditions of issuance, the
           enlargement of an existing class of shares, or the issuance of
           additional shares thereof, shall not be deemed to modify or abrogate
           the rights attached to the previously issued shares of such class or
           of any other class.

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  BORROWING POWERS

  24. The Board may from time to time, in its discretion, cause the Company to
      borrow or secure the payment of any sum or sums of money for the purposes
      of the Company, and may secure or provide for the repayment of such sum or
      sums in such manner, at such times and upon such terms and conditions in
      all respects as it sees fit and, in particular, by the issuance of bonds,
      perpetual or redeemable debentures, debenture stock, or any mortgages,
      charges or other securities on the undertaking, or the whole or any part
      of the property of the Company, both present and future, including units
      uncalled or called but unpaid capital for the time being.

  POWERS OF THE GENERAL MEETING

  25. Without derogating from the authority of the General Meeting pursuant to
      these Articles, the Company's decisions on the following matters shall be
      adopted at a General Meeting:

      (1)  any changes in these Articles;

      (2)  exercise of the powers of the Board in accordance with the provisions
           of Section 52(a) of the Companies Law;

      (3)  appointment of the Company's Auditor;

      (4)  appointment of External Directors, in accordance with the provisions
           of the Companies Law;

      (5)  approval of acts and transactions that require approval by the
           General Meeting under the provisions of Articles 255 and 268 to 275
           of the Companies Law;

      (6)  the increase and reduction of the registered share capital, in
           accordance with the provisions of Articles 286 and 287 to the
           Companies Law;

      (7)  a merger, as specified in Article 320(a) to the Companies Law.

  GENERAL MEETING

  26. (a) An Annual General Meeting shall be held at least once in every
      calendar year at such time, not being more than fifteen months after the
      holding of the last preceding Annual General Meeting, and at such time and
      place as may be determined by the Board. Such Annual General Meetings
      shall be called "Annual Meetings", and all other Meetings of the
      shareholders shall be called "Extraordinary Meetings". The Annual Meeting
      shall receive and consider the Directors' Report, the Financial
      Statements, appoint auditors, elect directors, and transact any other
      business which, under these Articles or by the Companies Law, may be
      transacted at a General Meeting of the Company, provided that notice of
      such other business was given to shareholders in accordance with the
      provisions of these Articles.


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      At a General Meeting, decisions shall be adopted only on matters that were
      specified on the agenda.


      (b)  Any reference in these Articles to a "General Meeting" will be either
           a Annual General Meeting or a Extraordinary Meeting, according to the
           context.

  27. The Board may, whenever it deems necessary, and shall upon such
      requisition in writing as is provided by Section 63(b) of the Companies
      Law, convene a General Meeting. Any such request must state the purposes
      for which the meeting is to be called, be signed by the requesting
      shareholders, and must be deposited at the Office. Such request may
      consist of several documents in like form, each signed by one or more
      requesting shareholder.

  28. Except as otherwise prescribed by the Companies Law, at least ten (10)
      days and not more than sixty (60) days notice of any General Meeting shall
      be given, specifying the place, the day and the hour of meeting and, in
      the case of special business, the nature of such business, shall be given
      in the manner hereinafter mentioned, to such shareholders as are under the
      provisions of these Articles, entitled to receive notices from the
      Company. Notices shall be given by mail or by personal delivery to every
      registered shareholder of the Company, to his address as described in the
      Shareholders Register of the Company or such other address as designated
      by him in writing for this purpose. Provided that the accidental omission
      to give such notice to, or the non-receipt of such notice by, any such
      shareholder shall not invalidate any resolution passed or proceeding held
      at any such meeting and, with the consent of all the shareholders for the
      time being entitled to receive notice of meetings, a meeting may be
      convened upon a shorter notice or without notice, and generally in such
      manner as such shareholders may approve. Such consent may be given at the
      meeting or retrospectively after the meeting. If the shareholder did not
      provide the Company any address for the delivery of notices, the
      shareholder shall be deemed to have waived his right to receive notices.


  29. Only shareholders of record as reflected on the Company's Share Register
      at the close of business on the date fixed by the Board as the record date
      determining the then shareholders who will be entitled to vote, shall be
      entitled to notice of, and to vote, in person or by proxy, at a General
      Meeting and any postponement or adjournment thereof. The Board will fix
      the record date of not less than four (4) nor more than twenty-one (21)
      days before the date of the General Meeting.


  PROCEEDINGS AT GENERAL MEETINGS

  30. No business shall be transacted at any General Meeting, or at an
      adjournment thereof, unless a quorum is present when the meeting proceeds
      to business. The quorum at any Meeting shall be two shareholders present
      in person or by proxy, holding or representing at least thirty three and a
      third percent (33 1/3%) of the total voting rights in the Company. A
      company being a shareholder shall be deemed to be personally present for
      the purpose of this Article if represented by its representative duly
      authorized in accordance with Article 42.


                                      -9-
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  31. If, within fifteen minutes from the time appointed for the holding of a
      General Meeting, a quorum is not present, the meeting shall stand
      adjourned to the same day in the next week at the same time and place, or
      any time and hour as the Board shall designate and state in a notice to
      the shareholders entitled to vote at the original meeting, and if, at such
      adjourned meeting, a quorum is not present within half an hour from the
      time appointed for holding the meeting any two shareholders present in
      person or by proxy shall constitute a quorum. Notwithstanding the
      aforesaid, if a General Meeting was convened at the demand of shareholders
      as permitted by Section 63(b) of the Companies Law, then a quorum at such
      adjourned meeting shall be present only if one or more shareholders are
      present who held in the aggregate at least 5% of the issued share capital
      of the Company and at least 1% of the voting rights in the Company or one
      or more shareholders who hold in the aggregate at least 5% of the voting
      rights in the Company.

  32. The President of the Company or in his absence any other person nominated
      for that purpose by the Board, shall preside as chairman at every General
      Meeting of the Company. If there is no such President or other person, or
      if at any General Meeting neither the President nor the other person is
      present, or if at any General Meeting neither the President nor the other
      person is present within fifteen (15) minutes after the time fixed for
      holding the General Meeting or is willing to act as Chairman of the
      General Meeting, the Directors present shall choose one of themselves or
      if no Director is present, or if all the Directors present decline to take
      the chair, the members present shall choose one of themselves to be
      chairman of the General Meeting. The chairman of the General Meeting shall
      have no second or casting vote (without derogating from the rights of such
      chairman to vote as a shareholder or proxy of a shareholder if, in fact,
      he is also a shareholder or such proxy).

  33. The chairman may, with the consent of any meeting at which a quorum is
      present, and shall, if so directed by the meeting, adjourn any meeting
      from time to time and from place to place as the meeting shall determine.
      Whenever a meeting is adjourned pursuant to the provisions of this Article
      for more than seven days, notice of the adjourned meeting shall be given
      in the same manner as in the case of an original meeting. Save as
      aforesaid, no shareholder shall be entitled to any notice of an
      adjournment, or of the business to be transacted at an adjourned meeting.
      No business shall be transacted at any adjourned meeting other than the
      business which might have been transacted at the meeting from which the
      adjournment took place.

  VOTES OF THE SHAREHOLDERS

  34. Except as otherwise provided in these Articles, any resolution at a
      General Meeting shall be deemed adopted if approved by the holders of a
      majority of the voting rights in the Company represented at the meeting in
      person or by proxy and voting thereon. In the case of an equality of
      votes, either on a show of hands or a poll, the chairman of the meeting
      shall not be entitled to a further or casting vote.


                                      -10-

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  35. At all General Meetings, a resolution put to a vote at the meeting shall
      be decided on a show of hands unless, before or upon the declaration of
      the result of the show of hands, a poll in writing be demanded by the
      chairman (being a person entitled to vote), or by at least two
      shareholders present, in person or by proxy, holding at least 5% of the
      issued share capital of the Company and, unless a poll be so demanded, a
      declaration by the chairman of the meeting that a resolution has been
      carried, or has been carried unanimously or by a particular vote, or lost,
      or not carried by a particular vote, shall be conclusive, and an entry to
      that effect in the Minute Book of the Company shall be conclusive evidence
      thereof, without proof of the number or proportion of the votes recorded
      in favor of or against such resolution.

  36. If a poll be demanded in manner aforesaid, it shall be taken forthwith,
      and the result of the poll shall be deemed to be the resolution of the
      meeting at which the poll was demanded. The demand of a poll shall not
      prevent the continuance of a meeting for the transaction of any business
      other than the question on which a poll has been demanded.

  37. Any shareholder which is not a natural person may, by resolution of its
      directors or other governing body, authorize such person as it thinks fit
      to act as its representative at any General Meeting, and the person so
      authorized to the satisfaction of the Company shall be entitled to
      exercise the same powers on behalf of such company, which he represents as
      that company could exercise if it were an individual shareholder.

  38. Subject to any rights or restrictions for the time being attached to any
      class or classes of shares, every shareholder shall have one vote for each
      share of which he is the holder, whether on a show of hands or on a poll.

  39. If any shareholder be a lunatic, idiot, or non compos mentis, he may vote
      by his committee, receiver, curator bonis or other legal curator, and such
      last-mentioned persons may give their votes either personally or by proxy.

  40. If two or more persons are jointly entitled to a share then, in voting
      upon any question, the vote of the senior person who tenders a vote,
      whether in person or by proxy, shall be accepted to the exclusion of the
      votes of the other registered holders of the share and, for this purpose,
      seniority shall be determined by the order in which the names stand in the
      Shareholders Register.

  41. Votes may be given either personally or by proxy. A proxy need not be a
      shareholder of the Company.

  42. (a) The instrument appointing a proxy shall be in writing in the usual
      common form, or such form as may be approved by the Board, and shall be
      signed by the appointor or by his attorney duly authorized in writing or,
      if the appointor is a corporation, the corporation shall vote by its
      representative, appointed by an instrument duly signed by the corporation.

      (b) The instrument appointing a proxy shall be deemed to include
      authorization to demand a poll or to vote on a poll on behalf of the
      appointor.

                                      -11-

<PAGE>

  43. A vote given in accordance with the terms of an instrument of proxy shall
      be valid notwithstanding the previous death or insanity of the principal,
      or revocation of the proxy, or transfer of the share in respect of which
      the vote is given, unless an intimation in writing of the death,
      revocation or transfer shall have been received at the Office before the
      commencement of the meeting or adjourned meetings at which the proxy is
      used.

  44. The instrument appointing a proxy shall be deposited at the Office or at
      such other place or places, whether in Israel or elsewhere, as the Board
      may from time to time, either generally or in a particular case or class
      of cases prescribe, at least twenty-four (24) hours before the time
      appointed for holding the meeting or adjourned meeting at which the person
      named in such instrument proposes to vote; otherwise, the person so named
      shall not be entitled to vote in respect thereof; but no instrument
      appointing a proxy shall be valid after the expiration of twelve months
      from the date of its execution.

  45. A shareholder will be entitled to vote at the Meetings of the Company by
      several proxies appointed by him, provided that each proxy shall be
      appointed with respect to different shares held by the appointing
      shareholder. Every proxy so appointed on behalf of the same shareholder
      shall be entitled to vote as he sees fit.

  46. No person shall be entitled to vote at any General Meeting (or be counted
      as a part of the quorum thereof) unless all calls then payable by him in
      respect of his shares in the Company shall have been paid.


  DIRECTORS POWERS AND RESPONSIBILITIES OF THE BOARD

  47. (a) Without derogating from the authority of the General Meeting pursuant
      to these Articles and the Companies Law, the Board shall formulate the
      Company's policy and shall supervise the exercise of the General Manager's
      office and his acts, and as part thereof it -

        (1)   shall determine the Company's plans of activity, the principles
              for financing such plans and the order of priority among them;

        (2)   shall examine the Company's financial situation and set the
              framework of credit which the Company may take;

        (3)   shall determine the organizational structure and the compensation
              policy of employees;

        (4)   may decide to issue a series of debentures;

        (5)   is responsible for the preparation and approval of the financial
              reports according to Section 171 to the Companies Law;

        (6)   shall report to the Annual Meeting about the state of the
              Company's affairs and on its business results, as required by
              Section 173 to the Companies Law;

        (7)   shall appoint and dismiss the General Manager, as provided by
              Section 250 to the Companies Law;

                                      -12-
<PAGE>

        (8)   shall decide on the acts and transactions that require its
              approval in accordance with these articles or under the provisions
              of Sections 255 and 268 to 275 to the Companies Law;

        (9)   may issue shares and securities convertible into shares up to the
              limit of the Company's registered share capital, under the
              provisions of Section 288 to the Companies Law;

        (10)  may decide on a distribution according to Sections 307 and 308 to
              the Companies Law;

        (11)  shall express its opinion on a special purchase offer, according
              to Section 329 to the Companies Law.

      (b) The powers of the Board under this Article cannot be delegated to the
          General Manager.

  DIRECTORS

  48. The Board of the Company shall consist of a minimum of two (2) and a
      maximum of eleven (11) Directors. Each Director shall be appointed by the
      Annual General Meeting unless appointed according to Section 57, and shall
      serve as Director from the time of appointment until the next Annual
      General Meeting unless such Director is disqualified for whatever reason.

  49. (a) Any director or directors may be removed from office at any time, but
      only for cause and only by the affirmative vote of the holders of the
      majority of the Ordinary Shares present in person or by proxy and voting
      thereon. For purposes of this clause (a): "cause" shall mean the willful
      and continuous failure of a director substantially to perform such
      director's duties to the Company (other than any such failure resulting
      from incapacity due to physical or mental illness) or the willful engaging
      by a director in gross misconduct materially and demonstrably injurious to
      the Company.

      (b) The General Meeting shall appoint External Directors as and to the
      extent required by, and they shall hold office according to, the Companies
      Law, as long as the Company is required by the Companies Law to appoint
      such External Directors.

  50. A Director may appoint, dismiss and/or replace an individual as a
      substitute for himself as a Director (an "ALTERNATE DIRECTOR"). The person
      appointed as an Alternate Director must be qualified to serve as a
      Director and may not already be acting as a Director or an Alternate
      Director. The appointment, replacement and/or dismissal of an Alternate
      Director shall be by written notice by the appointing Director either to
      the Company or to the Chairman of the Board. Upon expiration or
      termination of the term of an appointing Director, the term of his
      Alternate Director will also expire. An Alternate Director will not be
      entitled to participate or vote at a Board Meeting at which the appointing
      Director is present. An Alternate Director shall have all the powers and
      obligations of the appointing Director, except the power to appoint an
      Alternate Director.

                                      -13-
<PAGE>

  51. (a) No person shall be nominated for the office of a director at a General
      Meeting except for persons nominated for the office of a director as
      provided for in Article 51(b).

      (b) Any shareholder entitled to receive notice of and vote at a General
      Meeting desiring to propose a nominee for director to be elected at an
      Annual General Meeting of Shareholders has to deliver notice to the
      Secretary, at the Company's principal offices, not later than forty-five
      (45) days prior to the date of the annual General Meeting at which meeting
      such election is to occur, whichever date is later. The notice shall set
      forth: (i) the name and address, as they appear on the Company's share
      register, of the shareholder proposing such nominee, (ii) the identity and
      background of the nominee, (iii) the class and number of shares of the
      Company beneficially owned by such shareholder, (iv) a representation that
      such shareholder is a shareholder of record and intends to appear by
      person or by proxy at such General Meeting to bring the General Meeting
      the nominee specified in the notice, (v) a brief description of the
      reasons for wanting to nominate such nominee as a director, (vi) any
      material interest that the shareholder has in the election of such nominee
      and (vii) the written consent of the nominee to be elected as a director
      of the Company.

  52. The Directors in their capacity as such, shall be entitled to receive
      remuneration and reimbursement of expenses incurred by them in the course
      of carrying out their duties as Directors.

  53. The office of a Director shall be vacated, ipso facto:

      (a) upon his resignation by written notice signed by him and delivered to
          the Office;

      (b) if he becomes bankrupt or enters into an arrangement with his
          creditors;

      (c) if he is or becomes of unsound mind;

      (d) if he be relieved of his office as provided in Article 50(b) hereof;

      (e) if he is prevented by applicable law from serving as a director of the
          Company.

      (f) if the Board terminate his office according to Section 231 of the
          Companies Law;

      (g) if court order is given according to Section 233 of the Companies Law.


  54. (a) Subject to the provisions of the Companies Law, no Director shall be
      disqualified by virtue of his office from holding any office, or deriving
      any profit from any other office in the Company or from any company in
      which the Company shall be a shareholder or otherwise interested, or from
      contracting with the Company as a vendor, purchaser or otherwise.


                                      -14-
<PAGE>

         (b) Transactions entered into by the Company in which an Officer of the
         Company has a personal interest, directly or indirectly, will be valid
         in respect of the Company and the Officer only if approved by the
         Company's Board in accordance with the requirements of the Companies
         Law.

  55. A Director who has a personal interest in a matter which is brought for
      discussion before the Board may participate in said discussion, provided
      that he shall neither vote in nor attend discussions concerning the
      approval of the activities or the arrangements. If said Director did vote
      or attend as aforesaid, the approval given to the aforesaid activity or
      arrangements shall be invalid.

  56. In the event of one or more vacancies on the Board, the continuing
      Directors may continue to act as long as the Board consists of at least a
      majority of the total number of Directors elected. However, in the event
      that the remaining Directors are not a majority of the total number of
      Directors elected, the remaining Director or Directors may call for the
      convening of a General Meeting for the purpose of the election of
      Directors.

  57. Subject to the limitation on the number of Directors as specified in
      Article 49, the Board may, at any time and from time to time, appoint any
      other person as a Director, whether to fill a vacancy or to add to their
      number. Any Director so appointed shall hold office until the next Annual
      Meeting at which the term of the class to which they have been elected
      expires, and may be re-elected.

  58. In case of any increase in the number of directors, the additional
      director or directors, and in case of any vacancy in the Board due to a
      death, resignation, removal, disqualification or any other cause, the
      successors appointed according to Article 57 to fill the vacancies shall
      be elected by a majority of the directors then in office.

  CONVENING THE BOARD

  59. (a) The Chairman of the Board may convene a meeting of the Board at any
      time.

      (b) The Board shall hold a meeting on a specified subject on the demand of
      two Directors, or if the Board consists of up to five Directors - one
      Director;

      (c) The Chairman of the Board shall convene the Board upon a demand said
      in Sub-article (b) of this Article 59 or if Section 122(d) to the
      Companies Law applies, due to a notice or report from the General Manager
      or due to a notice from the Auditor of the Company under Section 169 to
      the Companies Law.

      (d) If a meeting of the Board was not convened within 14 days after the
      date of a demand pursuant to Sub-article (b) of this Article 59, or after
      the date of a notice or report of the General Manager according to Section
      122(d) to the Companies Law, or after notice of the Auditor under Section
      169 to the Companies Law, then each of those persons enumerated in
      Sub-articles (b) and (c) may convene a meeting of the Board, which shall
      discuss the subject specified in the demand, notice or report, as the case
      may be.


                                      -15-
<PAGE>


  MEETINGS OF THE BOARD AND THEIR CONDUCT

  60. The agenda of a meeting of the Board shall be set by the Chairman of the
      Board, and it shall include:

      (1) subjects determined by the Chairman of the Board;

      (2) subjects determined as said in Section 98 to the Companies Law;

      (3) any subject which a Director or the General Manager requested at a
          reasonable time before the meeting was convened - of the Chairman of
          the Board to include in the agenda

  61. Notice of a meeting of the Board shall be delivered to all its members at
      a reasonable time before the meeting, but not later than forty eight (48)
      hours prior to the time set for any such meeting.

  62. A notice under Section 61 may be given orally, by telephone, in writing or
      by mail, electronic mail, telex or facsimile. Notwithstanding anything to
      the contrary herein, failure to deliver notice to a Director of any such
      meeting in the manner required hereby may be waived by such Director, and
      a meeting shall be deemed to have been duly convened notwithstanding such
      defective notice if such failure or defect is waived prior to action being
      taken at such meeting by all Directors entitled to participate at such
      meeting to whom notice was not duly given as aforesaid.

  63. Any person, either a Director or not, may be substitute member of the
      Board, and one person may substitute several members of the Board. Any
      substitute member of the Board who is also a member of the Board shall
      have, in addition to his own vote, a number of votes equal to the number
      of members of the Board that he substitutes. A substitute member of the
      Board shall have, subject to his letter of appointment, all authorities
      vested to the member of the Board he substitutes, and if and as long as
      such substitute member is, for himself, a member of the Board, the
      aforesaid authorities as substitute member shall be in addition to his
      authorities as a member of the Board. The tenure of office of a substitute
      member of the Board shall automatically be terminated upon the dismissal
      of such member, or upon the office of the member of the Board he
      substitutes being vacated for any reason, or upon the occurrence of one of
      the situations stated in Article 53 above in relation with such substitute
      member.

  GENERAL MANAGER

  64. The Board will appoint one or more persons as General Manager, and they
      will be titled as President or Chief Executive Officer (CEO) or Chief
      Operating Officer (COO). The Board may from time to time remove or
      discharge him or them from office (subject to the provisions of any
      agreement between any such person and the Company) and appoint another or
      others in his or their place or places.

                                      -16-

<PAGE>

  65. The Board may from time to time appoint one or more Vice Presidents for
      certain functions, to carry out duties delegated to him (them) by the
      President, CEO or COO.

  66. To the extent permitted by the Companies Law, the Board may from time to
      time confer upon and delegate to a President, CEO, COO or other Executive
      Officer then holding office, such authorities and duties of the Board as
      they may deem fit, and they may delegate such authorities and duties for
      such period and for such purposes and subject to such conditions and
      restrictions which they consider in the bests interests of the Company,
      and they may delegate such authorities and duties without waiving the
      authorities of the Board with respect thereto and it may from time to time
      revoke, cancel and alter such authorities and duties in whole or in part.


  67. The remuneration of a President, CEO, COO or other Executive Officer shall
      be fixed by the Board, taking into consideration any agreement between him
      and the Company, and it may be in whole or in part, in the form of salary,
      share options, or commissions or profit sharing or a combination thereof.

  DIRECTOR'S ACTS AND AUTHORITIES

  68. The management of the business of the Company shall be vested in the
      Board, which may exercise all such powers and do all such acts and things
      as the Company is authorized to exercise and do, and are not hereby or by
      law required to be exercised or done by the Company in a General Meeting.
      The authority conferred on the Board by this Article 68 shall be subject
      to the provisions of the Companies Law, of these Articles and any
      regulation or resolution consistent with these Articles adopted from time
      to time by the Company in a General Meeting, provided, however that no
      such regulation or resolution shall invalidate any prior act done by or
      pursuant to a decision of the Board which would have been valid if such
      regulation or resolution had not been adopted.

  69. The Directors may postpone their meetings and otherwise regulate them as
      they shall deem fit. The quorum for the dispatch of business by the Board
      shall be determined by the Directors and, if not so determined, shall be
      the majority of the Directors then holding office.

  70. A resolution in writing signed or otherwise approved in writing (by
      letter, telegram, telex, facsimile, electronic mail or otherwise) by all
      the Directors then in office shall be as valid and as effectual as a
      resolution adopted by the Board at a meeting of the Board duly convened
      and held.

  71. Members of the Board, or of any committee designated by the Board, may
      participate in a meeting of the Board, or of any committee, by means of a
      telephone conference or similar communications equipment by means of which
      all persons participating in the meeting can hear each other, and such
      participation in a meeting shall constitute attendance in person at the
      meeting.

  72. (a) The Board shall elect a Chairman for the meeting and fix the term of
      his office. The CEO shall not serve as Chairman of the Board and vice
      versa unless the holders of two thirds of the voting rights in the Company
      represented in

                                      -17-
<PAGE>

      person or by proxy and voting on such resolution at a General Meeting, who
      are not controlling shareholders of the Company or their representatives
      and who are present at the vote, adopt a decision to appoint the Chairman
      of the Board as the CEO, for a period not exceeding three years after the
      date of the adoption of the decision.

      (b) In the event that a Chairman was not elected or if the Chairman should
      fail to be present at a meeting fifteen (15) minutes after the time set
      for its convening, the remaining Directors shall elect one of those
      present to be Chairman of the meeting.

      (c) All questions that arise at meetings of the Board shall be decided by
      a majority of votes. In the event of a tie vote, the Chairman of the Board
      shall not have a casting vote.

  73. Any meeting of the Board at which a quorum is present shall have the
      authority to exercise all or part of the authorities, powers of attorney
      and discretion invested at such time in the Directors or regularly
      exercised by them.

  74. Subject to the Companies Law, the Board may delegate its authorities in
      whole or in part to committees as it shall deem fit, and it may from time
      to time revoke such delegation. Any committee so created must, in
      exercising the authorities granted to it, adhere to all the instructions
      of the Board given from time to time and/or to the provisions of the
      Companies Law.

  75. All acts done bona fide at any meeting of the Board, or of a committee of
      the Board or by any person(s) acting as Director(s) shall, notwithstanding
      that it may afterwards be discovered that there was some defect in the
      appointment of the participants in such meeting or any of them or any
      person(s) acting as aforesaid, or that they or any of them or any
      person(s) acting as aforesaid, or that they or any of them were
      disqualified, be as valid as if there were no such defect or
      disqualification.

  76. The Board shall cause proper Minutes to be kept of the following:

      (a) the names of all the Directors present at any meeting of the Board and
          at any meeting of a committee of the Board;

      (b) all proceedings and resolutions of General Meetings of the Company,
          Board meetings and Committees of the Board meetings.

      Any Minutes as aforesaid, if purporting to be signed by the Chairman of
      such meeting or by the Chairman of the next succeeding meeting, shall be
      accepted as prima facie evidence of the matters therein recorded.

 77. [Reserved.]

SHAREHOLDER REGISTERS

78.      Subject to, and in accordance with, the provisions of the Companies
         Law, the Company may cause the Shareholder Register to be kept at any
         place in Israel

                                      -18-
<PAGE>

      and may cause a copy of the Shareholder Register to be kept outside Israel
      as the Board may think fit and, subject to all applicable legal
      requirements, the Board may from time to time adopt such rules and
      procedures as it may think fit in connection with the keeping of such
      registers. In addition to the Shareholders Register, the Company shall
      also keep a Register of Substantial Shareholders as defined in the
      Companies Law.

  SECRETARY

  79. The Board may from time to time appoint a Secretary to the Company as it
      deems fit, and may appoint a temporary Assistant Secretary who shall act
      as Secretary for the term of his appointment.

  RIGHTS OF SIGNATURE - STAMP AND SEAL

  80. (a) Authorization to sign on behalf of the Company and thereby bind it
      shall be made and granted from time to time by the Board. The Company
      shall have at least one rubber stamp. The Company shall be bound by the
      signature of the aforesaid appointees if appearing together after its
      stamp or printed name.

      (b) The Board may provide for a seal. If the Board so provides, it shall
      also provide for the safe custody thereof. Such seal shall not be used
      except by the authority of the Board and in the presence of the person(s)
      authorized to sign on behalf of the Company, who shall sign every
      instrument to which such seal is affixed.

  DIVIDENDS

  81. Subject to any preferential, deferred, qualified or other rights,
      privileges or conditions attached to any special class of shares with
      regard to dividends, the profits of the Company available for dividend and
      resolved to be distributed shall be applied in payment of dividends upon
      the shares of the Company in proportion to the amount paid up or credited
      as paid up per the nominal value thereon respectively. Unless not
      otherwise specified in the conditions of issuance of the shares, all
      dividends with respect to shares which were not fully paid up within a
      certain period, for which dividends were paid, shall be paid
      proportionally to the amounts paid or credited as paid on the nominal
      value of the shares during any portion of the above-mentioned period.

  82. The Board may declare a dividend to be paid to the shareholders according
      to their rights and interests in the profits, and may fix the record date
      for eligibility and the time for payment.

  83. The Directors may from time to time pay to the shareholders on account of
      the next forthcoming dividend such interim dividends as, in their
      judgment, the position of the Company justifies.

  84. A transfer of shares shall not pass the right to any dividend declared
      thereon after such transfer and before the registration of the transfer.

                                      -19-
<PAGE>

  85. Notice of the declaration of any dividend, whether interim or otherwise,
      shall be given to the holders of registered shares in the manner
      hereinafter provided.

  86. Unless otherwise directed, any dividend may be paid by check, bank
      transfer or warrant, sent through the post to the registered address of
      the shareholder or person entitled or, in the case of joint registered
      holders, to that one of them first named in the register in respect of the
      joint holding. Every such check shall be made payable to the order of the
      person to whom it is sent. The receipt by the person whose name, at the
      date of the declaration of the dividend, appears in the register of
      shareholders as the owner of any share or, in the case of joint holders,
      of any one of such joint holders, shall be a good discharge to the Company
      of all payments made in respect of such share. All dividends unclaimed for
      one year after having been declared may be invested or otherwise used by
      the Directors for the benefit of the Company until claimed. No unpaid
      dividend or interest shall bear interest as against the Company.

  87. The Board may determine that, a dividend may be paid, wholly or partly, by
      the distribution of specific assets of the Company or by distribution of
      paid-up shares, debentures or debenture stock or any other securities of
      the Company or of any other companies or in any one or more of such ways
      in the manner and to the extent permitted by the Companies Law.

  PROHIBITED DISTRIBUTION

  88. (a) If the Company made a prohibited distribution as defined in the
      Companies Law, then the shareholder must return to the Company whatever he
      received, unless he did not know and did not need to know that the
      distribution carried out was prohibited.

      (b) It is assumed that a shareholder in the Company, who at the time of
      the distribution is not a Director, General Manager or controlling member
      of the Company, did not know and did not need to know that the
      distribution carried out was a prohibited distribution.

  89. If the Company carried out a prohibited distribution, then every person
      who was a Director at the time of the distribution shall be treated as a
      person who thereby committed breach of trust against the Company, unless
      he proved one of the following:

      (1)  that he opposed the prohibited distribution and took all reasonable
           steps to prevent it;

      (2)  that he exercised reasonable reliance on information under which -
           had it not been misleading - the distribution would have permitted;

      (3)  that under the circumstances of the case he did not know and did not
           need to know of the distribution.

                                      -20-

<PAGE>

  MERGER

  90. A merger requires approval by the Board and by the General Meeting, in
      accordance with the provisions of the Companies Law.

  91. (a) The Board of the Company, while considering whether to approve the
      merger, shall discuss and determine taking the Company's financial
      situation into account - whether in its opinion there is a reasonable
      suspicion that in consequence of the merger the merged Company will not be
      able to meet the Company's obligations to its creditors.

      (b) If the Board determined that there is a suspicion as said in
      Sub-article (a), then it shall not approve the merger.

  92. If each of the Boards of Directors of the merging companies approved the
      merger, then they shall jointly draw up a proposal for the approval of the
      merger (hereafter: merger proposal) and sign it.


  93. (a) The Company shall deliver the merger proposal to the Companies
      Registrar within three days after the General Meeting was called.

      (b) The Company shall inform the Companies Registrar of the General
      Meetings decision within three days after the decision was adopted, shall
      inform him that the notice was given to the creditors under Section 318 to
      the Companies Law, and shall also deliver to the Registrar a copy of the
      Court decision under Sections 319 to 321 to the Companies Law within three
      days after the said decision was given.

  ACCOUNTS

  94. The Board shall cause accurate books of account to be kept in accordance
      with the provisions of the Companies Law and of any other applicable law.
      Such books of account shall be kept at the Registered Office of the
      Company, or at such other place or places as the Board may think fit, and
      they shall always be open to inspection by all Directors. No shareholder
      not being a Director shall have any right to inspect any account or book
      or other similar document of the Company, except as conferred by law or
      authorized by the Board of the Company.

  95. At least once in every fiscal year the accounts of the Company shall be
      audited and the correctness of the profit and loss account and balance
      sheet certified by one or more duly qualified auditors.

  96. The appointment, authorities, rights and duties of the auditor(s) of the
      Company shall be regulated by the applicable law.

NOTICES

  97. (a) A notice or any other document may be served by the Company upon any
      shareholder either personally or by sending it by prepaid mail in Israel
      (by prepaid air mail if sent to a place outside Israel other than the U.S,
      or by first

                                      -21-

<PAGE>

      class mail if sent within the U.S.) addressed to such shareholder at his
      address as recorded in the Company's Shareholder Register or such other
      address as he may have designated in writing for the receipt of notices
      and other documents. Any written notice or other document shall be deemed
      to have been served forty-eight (48) hours after it has been mailed (seven
      (7) days if mailed to a place outside of Israel or forty-eight (48) hours
      if mailed from within the U.S. to a location within the U.S.), or when
      actually received by the addressee if sooner than forty-eight (48) hours
      or seven (7) days, as the case may be, after it has been mailed, or when
      actually tendered in person to such shareholder (or to the Secretary or
      the President of the Company, as the case may be); provided, however, that
      such notice or other document mentioned above may be sent by facsimile and
      confirmed by registered mail as aforesaid, and such notice shall be deemed
      to have been given twenty-four (24) hours after such facsimile has been
      sent or when actually received by such shareholder (or by the Company),
      whichever is earlier. If a notice is, in fact, received by the addressee,
      it shall be deemed to have been duly served when received, notwithstanding
      that it was defectively addressed or failed in some respect to comply with
      the provisions of this Article.

      (b) Unless otherwise specified in bearer share warrants, the holders of
      such warrants shall not be entitled to receive notice of any General
      Meeting of the Company, and the Company is under no obligation to give
      notice of General Meetings to a person entitled to a share by virtue of
      its delivery to him, unless he is duly registered as a shareholder.

      (c) All notices to be given to the shareholders shall, with respect to any
      shares to which persons are jointly entitled, be given to whichever of
      such persons is named first in the Shareholders Register, and any notice
      so given shall be sufficient notice to the holders of such shares.

      (d) Any shareholder whose address is not described in the Shareholders
      Register, and who shall not have designated in writing an address for the
      receipt of notices, shall not be entitled to receive any notice from the
      Company.

      (e) Any notice or other document served upon or sent to any shareholder by
      publication in accordance with these Articles shall, notwithstanding that
      he be then deceased or bankrupt, and whether or not the Company has notice
      of his death or bankruptcy, be deemed to be duly served or sent in respect
      of any shares held by him (either alone or jointly with others) until some
      other person is registered in his stead as the holder or joint holder of
      such shares, and such service or sending shall be a sufficient service on
      or sending to his heirs, executors, administrators or assigns and all
      other persons (if any) interested in such share.

      (f) Where a given number of days' notice, or notice extending over any
      period, is required to be given, the day of service shall be counted in
      such number of days or other period.


                                      -22-
<PAGE>

  RECONSTRUCTION

  98. On any sale of the undertaking of the Company, the Board or the
      liquidators on a winding-up may, if authorized by a majority vote at a
      meeting of shareholders, accept fully paid up shares, debentures or
      securities of any other company, whether Israeli or foreign, either then
      existing or to be formed, for the purchase, in whole or in part, of the
      property of the Company, and the Board (if the profits of the Company
      permit), or the liquidators (on a winding-up), may distribute such shares
      or securities, or any other property of the Company, amongst the
      shareholders without realization, or vest the same in trustees for them,
      and the shareholders of the Company at any General Meeting may provide for
      the distribution or appropriation of the cash, shares or other securities,
      benefits or property, in accordance with the legal rights of the
      shareholders or contributors of the Company, and for the valuation of any
      such securities or property at such price and in such manner as the
      meeting may approve, and all holders of shares shall be bound to accept
      and shall be bound by any valuation or distribution so authorized, and
      waive all rights in relation thereto, save only in the case the Company is
      proposed to be, or is, in the course of being wound up, such statutory
      rights (if any) under the provisions of the Statutes as are incapable of
      being varied or excluded by these presents.

  INDEMNITY AND INSURANCE OF OFFICERS

  99. The Company may, to the maximum extent permitted by the Companies Law:

      (a) enter into a contract for the insurance of the liability, in whole or
      in part, of any of its Officers,

      (b) may indemnify an Officer of the Company post factum; and

      (c) may indemnify an Officer of the Company in advance for the following
      events:

        (i)   Any financial obligation imposed on an Officer in favor of a third
              party by a court judgment, including a compromise judgment
              approved by court (provided that the Company approved the
              compromise in advance) or an arbitrator's award approved by court
              (provided that it was given pursuant to arbitration agreed to by
              the Company in advance), for an act or omission performed by an
              Officer in his capacity as an Officer.; and

        (ii)  reasonable legal expenses, including attorneys' fees, expended by
              or charged to an Officer or adjudicated against an Officer by a
              court in a proceeding commenced against an Officer by the Company
              or on its behalf or by another person, or in a criminal charge
              from which an Officer was acquitted, or in a criminal charge that
              does not require intent, in which an Officer was convicted, all
              for an act or omission performed in his capacity as an Officer .

        Such indemnity shall apply in certain forseeable events and up to a
        feasible amount under the circumstances, as determined by the Board.


                                      -23-
<PAGE>

  WINDING-UP

  100. If the Company shall be wound up, whether voluntarily or otherwise, the
      liquidators may, subject to the provision of the Statutes, divide among
      the shareholders in specie any part of the assets of the Company and may,
      with like sanction, vest any part of the assets of the Company in trustees
      upon such trusts, for the benefit of the shareholders, as the liquidators
      with like sanction shall think fit.

  BUSINESS COMBINATIONS WITH INTERESTED SHAREHOLDERS

  101. Notwithstanding any other provision of these Articles, the Company shall
      not engage in any business combination with any interested shareholder for
      a period of three years following the time that such shareholder became an
      interested shareholder, unless:

      (a) prior to such time the Board of the Company approved either the
      business combination or the transaction which resulted in the shareholder
      becoming an interested shareholder, or

      (b) upon consummation of the transaction which resulted in the shareholder
      becoming an interested shareholder, the interested shareholder owned at
      least 85% of the voting shares of the Company outstanding at the time the
      transaction commenced, excluding for purposes of determining the number of
      shares outstanding those shares owned (i) by persons who are directors and
      also officers and (ii) employee share plans in which employee participants
      do not have the right to determine confidentially whether shares held
      subject to the plan will be tendered in a tender or exchange offer, or

      (c) at or subsequent to such time the business combination is approved by
      the Board and authorized at a General Meeting, and not by written consent,
      by the affirmative vote of at least 66 2/3% of the oustanding voting
      shares which is not owned by the interested shareholder.

      (d) A shareholder becomes an interested shareholder inadvertently and (i)
      as soon as practicable diverts itself of ownership of sufficient shares so
      that the shareholder ceases to be an interested shareholder; and (ii)
      would not, at any time within the three - year period immediately prior to
      a business combination between the Company and such shareholder, have been
      an interested shareholder but for the inadvertent acquisition of
      ownership; or

      (e) The business combination is proposed prior to consummation or
      abandonment of and subsequent to the earlier of the public announcement or
      the notice required hereunder of a proposed transaction which (i)
      constitutes one of the transactions described in the second sentence of
      this paragraph; (ii) is with or by a person who either was not an
      interested shareholder during the previous three years or who became an
      interested shareholder with the approval of the Company's Board; and (iii)
      is approved or not opposed by a majority of the members of the Boards of
      Directors then in office who were directors prior to any person becoming
      an interested shareholder during the previous three years or were
      recommended for election or were elected to


                                      -24-
<PAGE>

      succeed such directors by a majority of such directors. The proposed
      transactions referred to in the preceding sentences are limited to (x) a
      merger or consolidation of Company (except for merger in respect of which
      no vote of shareholders of the Company is required according to the
      Companies Law); (y) a sale, lease, exchange, mortgage, pledge, transfer or
      other disposition (in one transaction or a series of transactions),
      whether as part of a dissolution or otherwise of assets of the Company or
      of any direct or indirect majority-owned subsidiary of the Company (other
      than to any direct or indirect wholly owned subsidiary or to the Company)
      having an aggregate market value equal to 50% or more of either that
      aggregate market value of all of the assets of the Company determined on a
      consolidated basis or the aggregate market of all the outstanding shares
      of the Company; or (z) a proposed tender or exchange offer for 50% or more
      of the outstanding voting shares of the Company. The Company shall give
      not less than 20 days notice to all interested shareholders prior to the
      consummation of any of the transaction described in clause (x) or (y) of
      the second sentence of this paragraph.

      As used in this Article only, the term:

        (1)   "affiliate" means a person that directly, or indirectly through
              one or more intermediaries, controls, is controlled by or is under
              common control with another person.

        (2)   "associate" when used to indicate a relationship with any person,
              means (I) any corporation, partnership, unincorporated association
              or other entity of which such person is a director, officer or
              partner or is, directly or indirectly, the owner of 20% or more of
              any class of voting shares, (ii) any trust or other estate in
              which such person has at least a 20% beneficial interest or as to
              which such person serves as trustee or in a similar fiduciary
              capacity, and (iii) any relative or spouse of such person, or any
              relative of such spouse, who has the same residence as such
              person.

        (3)   "business combination" when used in reference to the Company and
              any interested shareholder of the Company, means:

              (i)   any merger or consolidation of the Company or any direct or
                    indirect majority owned subsidiary of the Company with (A)
                    an interested shareholder, or (B) with any other
                    corporation, partnership, unincorporated association or
                    other entity if the merger or consolidation is caused by an
                    interested shareholder and as a result of such merger or
                    consolidation Sub-article (a) of this Article 101 is not
                    applicable to the surviving entity;

              (ii)  any sale, lease, exchange, mortgage, pledge, transfer or
                    other disposition (in one transaction or a series of
                    transactions), except proportionately as a shareholder of
                    such Company to or with the interested shareholder,


                                      -25-
<PAGE>

                    whether as part of a dissolution or otherwise, of assets of
                    the Company or of any direct or indirect majority owner
                    subsidiary of the Company, which assets have an aggregate
                    market value equal to 10% or more of either the aggregate
                    market value of all of the assets of the Company determined
                    on a consolidated basis or the aggregate market value of all
                    of the outstanding shares of the Company.

              (iii) any transaction which results in the issuance or transfer by
                    the Company or by any direct or indirect majority-owned
                    subsidiary of the Company of any shares of the Company or of
                    such subsidiary to the interested shareholder, except (A)
                    pursuant to the exercise, exchange or conversion of
                    securities exercisable for or convertible into shares of the
                    Company or any such subsidiary, which securities were
                    outstanding prior to the time that the interested
                    shareholder became such, (B) pursuant to a dividend or
                    distribution paid or made, or the exercise, exchange or
                    conversion of securities exercisable for, exchangeable for
                    or convertible into shares of the Company or any such
                    subsidiary, which security is distributed pro rata to all
                    holders of a class or series of shares of the Company
                    subsequent to the time the interested shareholder became
                    such, (C) pursuant to an exchange offer by the Company to
                    purchase shares made on the same terms to all holders of
                    said shares or (D) any issuance or transfer of shares by the
                    Company; PROVIDED, that in no case under (B)-(D) above shall
                    there be an increase in the interested shareholder's
                    proportionate share of the shares of any class or series of
                    the Company or of the voting shares of the Company.

              (iv)  any transaction involving the Company or any direct or
                    indirect majority owned subsidiary of the Company which has
                    the effect directly or indirectly of increasing the
                    proportionate share of the shares of any class or series or
                    securities convertible into the shares of any class or
                    series of the Company or of any such subsidiary which is
                    owned by the interested shareholder except as a result of
                    immaterial changes due to fractional share adjustments or as
                    a result of any purchase or redemption of any shares not
                    caused, directly or indirectly, by the interested
                    shareholder; or

              (v)   any receipt by the interested shareholder of the benefit,
                    directly or indirectly (except proportionately as a
                    shareholder of such Company), of any loans, advances,
                    guarantees, pledges or any other financial benefits (other
                    than those expressly permitted in subparagraphs (i)-(iv)


                                      -26-
<PAGE>

                    above) provided by or through the Company or any direct or
                    indirect majority owned subsidiary.

        (4)   "control" including the term "controlling," "controlled by" and
              "under common control with," means the possession, directly or
              indirectly, of the power to direct or cause the direction of the
              management and policies of a person, whether through the ownership
              of voting shares, by contract or otherwise. A person who is the
              owner of 20% or more of the outstanding voting shares of any
              company, partnership, unincorporated association or other entity
              shall be presumed to have control of such entity. Notwithstanding
              the foregoing, a presumption of control shall not apply where such
              person holds voting shares in good faith and not for the purpose
              of circumventing this Article as an agent, bank, broker, nominee,
              custodian or trustee for one or more owners who do not
              individually or as a group have control of such entity.

        (5)   "interested shareholder" means any person (other than the Company
              and any direct or indirect majority owner subsidiary of the
              Company) that (i) is the owner of 15% or more of the outstanding
              voting shares of the Company, or (ii) is an affiliate or associate
              of the Company and was the owner of 15% or more of the outstanding
              voting shares of the Company at any time within the three year
              period immediately prior to that date on which it is sought to be
              determined whether such person is an interested shareholder and
              the affiliates and associates of such person, or (iii) any person
              whose ownership of shares in excess of the 15% limitation set
              forth herein is the result of action taken solely by the Company
              provided that such person shall be an interested shareholder if
              thereafter such person acquires additional voting shares of the
              Company, except as a result of further corporate action not
              caused, directly or indirectly, by such person. For the purpose of
              determining whether a person is an interested shareholder, the
              voting shares of the Company deemed to be outstanding shall
              include shares deemed to be owned by the person through
              application of paragraph (8) of this Sub-article but shall not
              include any other unissued shares of the Company which may be
              issuable pursuant to any agreement, arrangement or understanding,
              or upon exercise of conversion rights, warrants or options, or
              otherwise.

        (6)   "share" means with respect to the Company shares of its capital
              and with respect to any other entity any equity interest.

        (7)   "voting shares" means any class or series entitled to vote
              generally in the election of directors of the Company and
              generally.

                                      -27-
<PAGE>

        (8)   "owner" including the terms "own" and "owned," when used with
              respect to any share, means a person that individually or with or
              through any of its affiliates or associates:

              (i)   beneficially owns such share, directly or indirectly; or

              (ii)  has (A) the right to acquire such share (whether such right
                    is exercisable immediately or only after the passage of
                    time) pursuant to any agreement, arrangement or
                    understanding or upon the exercise of conversion rights,
                    warrants or options, or otherwise, PROVIDED, HOWEVER, that a
                    person shall not be deemed the owner of share tendered
                    pursuant to a tender or exchange; or (B) the right to vote
                    such share pursuant to any agreement, arrangement or
                    understanding; PROVIDED, HOWEVER, that a person shall not be
                    deemed the owner of any share because of such person's right
                    to vote such share if the agreement, arrangement, or
                    understanding to vote such share arises solely from a
                    revocable proxy or consent given in response to a proxy or
                    consent solicitation made to 10 or more persons: or

              (iii) has any agreement, arrangement or understanding for the
                    purpose of acquiring, holding, voting (except voting
                    pursuant to a revocable proxy or consent as described in
                    item (b) of clause (ii) of this paragraph) or disposing of
                    such share with any other person that beneficially owns or
                    whose affiliates or associates beneficially own, directly or
                    indirectly, such share.

                               **********************






                                      -28-