Exhibit 1.2

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.

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|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.                                                                                                                                                                                                                                                                                                                              
| |                         |                                                                                                                                                                                                                                                                                                                                                                      
| | 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.                                                                                                                                                                                                                                           

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|                        | 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.                      |                                                                                                                                                                                                                                                                                                                                                               
|                        |                                                                                                                                                                                                                                                                                                                                                               
|                        |                                                                                                                                                                                                                                                                                                                                                               
|                        |                                                                                                                                                                                                                                                                                                                                                               
|THE
  COMPANYS PURPOSE
|                        |                                                                                                                                                                                                                                                                                                                                                               
|3.                      |                                                                                                                                                                                                                                                                                                                                                               
|                        |                                                                                                                                                                                                                                                                                                                                                               
|4.                      |                                                                                                                                                                                                                                                                                                                                                               
|                        |                                                                                                                                                                                                                                                                                                                                                               

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|                        |  | (a)     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).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|----------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                        |  | (b)     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 5, 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 shall be
  signed by one Director and countersigned by the Secretary or some other
  person nominated by the Board for this purpose.

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|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 controlin
  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 311shall 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.

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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                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                         |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

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|                               | (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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|------------------------------ | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                               |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                               | (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.                            
|                               
|POWERS OF
  THE GENERAL MEETING
|                               
|25.                            
|                               
|                               
|                               
|                               
|                               
|                               
|                               
|                               
|                               
|                               
|                               
|                               
|                               
|                               
|                               
|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.  At a General Meeting, decisions shall be
  adopted only on matters that were specified on the agenda.
|--- |  | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

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|                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | (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 forty (40) days before the date of the
  General Meeting, or such other timeframe as allowed under the Companies Law
  and regulations thereunder, as may be amended from time to time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

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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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

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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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

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|                                                     | (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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|---------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|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 Meetingpursuant
  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 -                                                                                                                                                                                                                                                                                                                                                                 
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

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|          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | (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;                                                                                     
|          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | (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.
|          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                          |                                                                                                                                                                                         

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|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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | (g)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

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|    | (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.

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|    | 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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | (3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|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.

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|GENERAL
  MANAGER                
|---------------------------------
|                                 
|64.                              
|                                 
|65.                              
|                                 
|66.                              
|                                 
|67.                              
|                                 
|DIRECTORS
  ACTS AND AUTHORITIES
|                                 
|68.                              
|                                 
|69.                              
|                                 
|70.                              
|                                 
|71.                              

- 17 -

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|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
  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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

- 18 -

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| | 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 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.
|                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

- 19 -

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|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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|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:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

- 20 -

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|         | (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.                                
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                           
|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.

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|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 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

- 22 -

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|                                                          | (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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|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.
|                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|INSURANCE, INDEMNIFICATION AND EXEMPTION OF
  OFFICERS ff
|                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|99.                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                          | 99.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                          | 99.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

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|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                | The Board of
  Directors may resolve retroactively to indemnify an Officer with respect to
  the following liabilities and expenses, provided that such liabilities or
  expenses were imposed on such Office Holder in such Officers capacity as an
  Office Holder of the Company: (i) a monetary liability imposed on an Officer
  pursuant to a judgment in favor of another person, including a judgment
  imposed on such Officer in a compromise or in an arbitration decision that
  was approved by a court of law; and (ii) reasonable legal expenses, including
  attorneys fees, which the Officer incurred or with which the Office Holder
  was charged by a court of law, in a proceeding brought against the Office
  Holder, by the Company or by another on behalf of the Company, or in a
  criminal prosecution in which the Office Holder was acquitted, or in a
  criminal prosecution in which the Officer was convicted of an offense that
  does not require proof of criminal intent. The Company may undertake in
  advance to indemnify an Officer for those liabilities and expenses described
  in this Article 99, provided that such undertaking shall be limited to (i)
  the type of events that in the opinion of the Board of Directors can be
  foreseen at the time of such undertaking, and (ii) to an amount that the
  Board of Directors has determined to be reasonable under the circumstances.
  In addition, the Company may indemnify an Officer of the Company after the
  fact.
|---------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                     | 99.3                                                                                                                                                                                                                                                                                                                                                                                                                           | Exemption From Duty Of Care - Subject to
  the provisions of the Companies Law including the receipt of all approvals as
  required therein or under any applicable law, the Board of Directors may
  resolve in advance to exempt an Officer from all or part of such Officers
  responsibility or liability for damages caused to the Company due to any
  breach of such Officers duty of care towards the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|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:                                                                                                                                                        

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| | (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 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.

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| | As used in
  this Article only, the term:
| | -----------------------------------------
| |                                          
| | (1)                                      
| |                                          
| | (2)                                      
| |                                          
| | (3)                                      
| |                                          
| |                                          
| |                                          
| |                                          
| |                                          
| |                                          

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| |     |  | (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) 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.

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| | (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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |  | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

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| |  |  | (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.
| |  |  | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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