EXHIBIT 1


                          ARTICLES OF ASSOCIATION

                                     OF

                        VOCALTEC COMMUNICATIONS LTD.

                        A COMPANY LIMITED BY SHARES


                                PRELIMINARY



                               1. [RESERVED]


                             2. INTERPRETATION

         (A) IN THESE ARTICLES, THE WORDS STANDING IN THE FIRST COLUMN OF
THE TABLE NEXT HEREINAFTER CONTAINED SHALL BEAR THE MEANING SET OPPOSITE TO
THEM RESPECTIVELY IN THE SECOND COLUMN THEREOF, IF NOT INCONSISTENT WITH
THE SUBJECT OR CONTEXT.

         "THE COMPANY" - VOCALTEC COMMUNICATIONS LTD.

         "EXTERNAL DIRECTORS" SHALL MEAN DIRECTORS APPOINTED AND SERVING IN
ACCORDANCE WITH SECTIONS 239 THROUGH 249 OF THE COMPANIES LAW.

         THE "COMPANIES LAW" SHALL MEAN THE COMPANIES LAW, 5759-1999, AS IT
MAY BE AMENDED FROM TIME TO TIME, AND ANY REGULATIONS PROMULGATED
THEREUNDER.

         "THESE ARTICLES" - THESE ARTICLES OF ASSOCIATION AS ORIGINALLY
ADOPTED OR AS AMENDED FROM TIME TO TIME BY SPECIAL RESOLUTION.

         "THE OFFICE" - THE CURRENT REGISTERED OFFICE FROM TIME TO TIME OF
THE COMPANY.

         "YEAR" AND "MONTH" - A GREGORIAN MONTH OR YEAR.

         (B) UNLESS THE SUBJECT OR THE CONTEXT OTHERWISE REQUIRES: WORDS
AND EXPRESSIONS IMPORTING THE MASCULINE GENDER SHALL INCLUDE THE FEMININE
GENDER; AND WORDS AND EXPRESSIONS IMPORTING PERSONS SHALL INCLUDE BODIES
CORPORATE.


                             3. PUBLIC COMPANY

         THIS COMPANY IS A PUBLIC COMPANY, AS SUCH A TERM IS DEFINED IN THE
COMPANIES LAW.


                               SHARE CAPITAL


                              4. SHARE CAPITAL

         (A) THE AUTHORIZED SHARE CAPITAL OF THE COMPANY IS THREE HUNDRED
THOUSAND NEW ISRAELI SHEKELS (NIS300,000) DIVIDED INTO THIRTY MILLION
(30,000,000) ORDINARY SHARES, PAR VALUE NIS0.01 PER SHARE.

         (B) THE ORDINARY SHARES ALL RANK PARI PASSU IN ALL RESPECTS.


                  5. INCREASE OF AUTHORIZED SHARE CAPITAL

         (A) THE COMPANY MAY, FROM TIME TO TIME, BY ORDINARY RESOLUTION (AS
DEFINED IN ARTICLE 28(A) BELOW), WHETHER OR NOT ALL THE SHARES THEN
AUTHORIZED HAVE BEEN ISSUED AND WHETHER OR NOT ALL THE SHARES THERETOFORE
ISSUED HAVE BEEN CALLED UP FOR PAYMENT, INCREASE ITS AUTHORIZED SHARE
CAPITAL BY THE CREATION OF NEW SHARES. ANY SUCH INCREASE SHALL BE IN SUCH
AMOUNT AND SHALL BE DIVIDED INTO SHARES OF SUCH NOMINAL AMOUNTS, AND SUCH
SHARES SHALL CONFER SUCH RIGHTS AND PREFERENCES, AND SHALL BE SUBJECT TO
SUCH RESTRICTIONS, AS SUCH ORDINARY RESOLUTION SHALL PROVIDE.

         (B) EXCEPT TO THE EXTENT OTHERWISE PROVIDED IN SUCH ORDINARY
RESOLUTION, ANY NEW SHARES INCLUDED IN THE AUTHORIZED SHARE CAPITAL
INCREASED AS AFORESAID SHALL BE SUBJECT TO ALL THE PROVISIONS OF THESE
ARTICLES WHICH ARE APPLICABLE TO SHARES OF THE SAME CLASS INCLUDED IN THE
EXISTING SHARE CAPITAL (AND, IF SUCH NEW SHARES ARE OF THE SAME CLASS AS A
CLASS OF SHARES INCLUDED IN THE EXISTING SHARE CAPITAL, TO ALL OF THE
PROVISIONS WHICH ARE APPLICABLE TO SHARES OF SUCH CLASS INCLUDED IN THE
EXISTING SHARE CAPITAL).


                 6. SPECIAL RIGHTS; MODIFICATION OF RIGHTS

         (A) SUBJECT TO THE PROVISIONS OF THE MEMORANDUM OF ASSOCIATION OF
THE COMPANY, AND WITHOUT PREJUDICE TO ANY SPECIAL RIGHTS PREVIOUSLY
CONFERRED UPON THE HOLDERS OF EXISTING SHARES IN THE COMPANY, THE COMPANY
MAY, FROM TIME TO TIME, BY ORDINARY RESOLUTION, PROVIDE FOR SHARES WITH
SUCH PREFERRED OR DEFERRED RIGHTS OR RIGHTS OF REDEMPTION OR OTHER SPECIAL
RIGHTS AND/OR SUCH RESTRICTIONS, WHETHER IN REGARD TO DIVIDENDS, VOTING,
REPAYMENT OF SHARE CAPITAL OR OTHERWISE, AS MAY BE STIPULATED IN SUCH
ORDINARY RESOLUTION PROVIDED THAT ANY RESOLUTION WITH RESPECT TO THE
ISSUANCE OF SHARES WILL BE MADE ONLY BY THE BOARD OF DIRECTORS.

        (B)  (I)   IF AT ANY TIME THE SHARE CAPITAL IS DIVIDED INTO
                   DIFFERENT CLASSES OF SHARES, THE RIGHTS ATTACHED TO ANY
                   CLASS, UNLESS OTHERWISE PROVIDED BY THESE ARTICLES, MAY
                   BE MODIFIED OR ABROGATED BY THE COMPANY, BY A SPECIAL
                   RESOLUTION (AS DEFINED IN ARTICLE 28(A) BELOW), SUBJECT
                   TO THE CONSENT IN WRITING OF THE HOLDERS OF SEVENTY-FIVE
                   PERCENT (75%) OF THE ISSUED SHARES OF SUCH CLASS OR THE
                   ADOPTION OF A SPECIAL RESOLUTION PASSED AT A SEPARATE
                   GENERAL MEETING OF THE HOLDERS OF THE SHARES OF SUCH
                   CLASS.

             (II)  THE PROVISIONS OF THESE ARTICLES RELATING TO GENERAL
                   MEETINGS SHALL, MUTATIS MUTANDIS, APPLY TO ANY SEPARATE
                   GENERAL MEETING OF THE HOLDERS OF THE SHARES OF A
                   PARTICULAR CLASS, PROVIDED, HOWEVER, THAT THE REQUISITE
                   QUORUM AT ANY SUCH SEPARATE GENERAL MEETING SHALL BE TWO
                   OR MORE MEMBERS PRESENT IN PERSON OR BY PROXY AND
                   HOLDING NOT LESS THAN THIRTY THREE AND A THIRD PER CENT
                   (33 1/3%) OF THE ISSUED SHARES OF SUCH CLASS.

             (III) UNLESS OTHERWISE PROVIDED BY THESE ARTICLES, THE
                   ENLARGEMENT OF AN AUTHORIZED CLASS OF SHARES, OR THE
                   ISSUANCE OF ADDITIONAL SHARES THEREOF OUT OF THE
                   AUTHORIZED AND UNISSUED SHARE CAPITAL, SHALL NOT BE
                   DEEMED, FOR PURPOSES OF THIS ARTICLE 6(B), TO MODIFY OR
                   ABROGATE THE RIGHTS ATTACHED TO PREVIOUSLY ISSUED SHARES
                   OF SUCH CLASS OR OF ANY OTHER CLASS.


 7. CONSOLIDATION, SUBDIVISION, CANCELLATION AND REDUCTION OF SHARE CAPITAL

         (A) THE COMPANY MAY, FROM TIME TO TIME, BY ORDINARY RESOLUTION
(SUBJECT, HOWEVER, TO THE PROVISIONS OF ARTICLE 6(B) HEREOF AND TO
APPLICABLE LAW):

             (I)   CONSOLIDATE AND DIVIDE ALL OR PART OF ITS ISSUED OR
                   UNISSUED AUTHORIZED SHARE CAPITAL INTO SHARES OF A PER
                   SHARE NOMINAL VALUE WHICH IS LARGER THAN THE PER SHARE
                   NOMINAL VALUE OF ITS EXISTING SHARES;

             (II)  SUBDIVIDE ITS SHARES (ISSUED OR UNISSUED) OR ANY OF
                   THEM, INTO SHARES OF SMALLER NOMINAL VALUE THAN IS FIXED
                   BY THE MEMORANDUM OF ASSOCIATION;

             (III) CANCEL ANY SHARES WHICH, AT THE DATE OF THE ADOPTION OF
                   SUCH ORDINARY RESOLUTION, HAVE NOT BEEN TAKEN OR AGREED
                   TO BE TAKEN BY ANY PERSON, AND DIMINISH THE AMOUNT OF
                   ITS SHARE CAPITAL BY THE AMOUNT OF THE SHARES SO
                   CANCELED; OR

             (IV)  REDUCE ITS SHARE CAPITAL IN ANY MANNER, AND WITH AND
                   SUBJECT TO ANY INCIDENT AUTHORIZED, AND CONSENT
                   REQUIRED, BY LAW.

         (B) WITH RESPECT TO ANY CONSOLIDATION OF ISSUED SHARES INTO SHARES
OF A LARGER NOMINAL VALUE PER SHARE, AND WITH RESPECT TO ANY OTHER ACTION
WHICH MAY RESULT IN FRACTIONAL SHARES, THE BOARD OF DIRECTORS MAY SETTLE
ANY DIFFICULTY WHICH MAY ARISE WITH REGARD THERETO, AS IT DEEMS FIT, AND,
IN CONNECTION WITH ANY SUCH CONSOLIDATION OR OTHER ACTION WHICH COULD
RESULT IN FRACTIONAL SHARES, MAY, WITHOUT LIMITING ITS AFORESAID POWER:

             (I)   DETERMINE, AS TO THE HOLDER OF SHARES SO CONSOLIDATED,
                   WHICH ISSUED SHARES SHALL BE CONSOLIDATED INTO A SHARE
                   OF A LARGER NOMINAL VALUE PER SHARE.

             (II)  ALLOT, IN CONTEMPLATION OF OR SUBSEQUENT TO SUCH
                   CONSOLIDATION OR OTHER ACTION, SHARES OR FRACTIONAL
                   SHARES SUFFICIENT TO PRECLUDE OR REMOVE FRACTIONAL SHARE
                   HOLDINGS;

             (III) REDEEM, IN THE CASE OF REDEEMABLE PREFERENCE SHARES, AND
                   SUBJECT TO APPLICABLE LAW, SUCH SHARES OR FRACTIONAL
                   SHARES SUFFICIENT TO PRECLUDE OR REMOVE FRACTIONAL SHARE
                   HOLDINGS;

             (IV)  CAUSE THE TRANSFER OF FRACTIONAL SHARES BY CERTAIN
                   SHAREHOLDERS OF THE COMPANY TO OTHER SHAREHOLDERS
                   THEREOF SO AS TO MOST EXPEDIENTLY PRECLUDE OR REMOVE ANY
                   FRACTIONAL SHAREHOLDINGS, AND CAUSE THE TRANSFEREES OF
                   SUCH FRACTIONAL SHARES TO PAY THE TRANSFERORS THEREOF
                   THE FAIR VALUE THEREOF, AND THE BOARD OF DIRECTORS IS
                   HEREBY AUTHORIZED TO ACT IN CONNECTION WITH SUCH
                   TRANSFER, AS AGENT FOR THE TRANSFERORS AND TRANSFEREES
                   OF ANY SUCH FRACTIONAL SHARES, WITH FULL POWER OF
                   SUBSTITUTION, FOR THE PURPOSES OF IMPLEMENTING THE
                   PROVISIONS OF THIS SUB-ARTICLE 7(B)(IV).


                                   SHARES


    8. ISSUANCE OF SHARE CERTIFICATES; REPLACEMENT OF LOST CERTIFICATES

         (A) SHARE CERTIFICATES SHALL BE ISSUED UNDER THE CORPORATE SEAL OF
THE COMPANY AND SHALL BEAR THE SIGNATURE OF ONE DIRECTOR, OR OF ANY OTHER
PERSON OR PERSONS AUTHORIZED THEREFOR BY THE BOARD OF DIRECTORS.

         (B) EACH MEMBER SHALL BE ENTITLED TO ONE OR SEVERAL NUMBERED
CERTIFICATE FOR ALL THE SHARES OF ANY CLASS REGISTERED IN HIS NAME, EACH
FOR ONE OR MORE OF SUCH SHARES. EACH CERTIFICATE SHALL SPECIFY THE SERIAL
NUMBERS OF THE SHARES REPRESENTED THEREBY AND MAY ALSO SPECIFY THE AMOUNT
PAID UP THEREON.

         (C) 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.

         (D) A SHARE CERTIFICATE WHICH HAS BEEN DEFACED, LOST OR DESTROYED,
MAY BE REPLACED, AND THE COMPANY SHALL ISSUE A NEW CERTIFICATE TO REPLACE
SUCH DEFACED, LOST OR DESTROYED CERTIFICATE UPON PAYMENT OF SUCH FEE, AND
UPON THE FURNISHING OF SUCH EVIDENCE OF OWNERSHIP AND SUCH INDEMNITY, AS
THE BOARD OF DIRECTORS IN ITS DISCRETION DEEMS FIT.


                            9. REGISTERED HOLDER

         EXCEPT AS OTHERWISE PROVIDED IN THESE ARTICLES, THE COMPANY SHALL
BE ENTITLED TO TREAT THE REGISTERED HOLDER OF EACH SHARE AS THE ABSOLUTE
OWNER THEREOF, AND ACCORDINGLY, SHALL NOT, EXCEPT AS ORDERED BY A COURT OF
COMPETENT JURISDICTION, OR AS REQUIRED BY STATUTE, BE OBLIGATED TO
RECOGNIZE ANY EQUITABLE OR OTHER CLAIM TO, OR INTEREST IN, SUCH SHARE ON
THE PART OF ANY OTHER PERSON.


                          10. ALLOTMENT OF SHARES

         THE UNISSUED SHARES FROM TIME TO TIME SHALL BE UNDER THE SOLE
CONTROL OF THE BOARD OF DIRECTORS, WHO SHALL HAVE THE POWER TO ALLOT, ISSUE
OR OTHERWISE DISPOSE OF SHARES TO SUCH PERSONS, ON SUCH TERMS AND
CONDITIONS (INCLUDING INTER ALIA TERMS RELATING TO CALLS AS SET FORTH IN
ARTICLE 12(F) HEREOF), AND EITHER AT PAR OR AT A PREMIUM, OR, SUBJECT TO
THE PROVISIONS OF THE COMPANIES LAW, AT A DISCOUNT AND/OR WITH PAYMENT OF
COMMISSION, AND AT SUCH TIMES, AS THE BOARD OF DIRECTORS DEEMS FIT, AND THE
POWER TO GIVE TO ANY PERSON THE OPTION TO ACQUIRE FROM THE COMPANY ANY
SHARES, EITHER AT PAR OR AT A PREMIUM, OR, SUBJECT AS AFORESAID, AT A
DISCOUNT AND/OR WITH PAYMENT OF COMMISSION, DURING SUCH TIME AND FOR SUCH
CONSIDERATION AS THE BOARD OF DIRECTORS DEEMS FIT.


                        11. PAYMENT IN INSTALLMENTS

         IF PURSUANT TO THE TERMS OF ALLOTMENT OR ISSUE OF ANY SHARE, ALL
OR ANY PORTION OF THE PRICE THEREOF SHALL BE PAYABLE IN INSTALLMENTS, EVERY
SUCH INSTALLMENT SHALL BE PAID TO THE COMPANY ON THE DUE DATE THEREOF BY
THE THEN REGISTERED HOLDER(S) OF THE SHARE OR THE PERSON(S) THEN ENTITLED
THERETO.


                            12. CALLS ON SHARES

         (A) THE BOARD OF DIRECTORS MAY, FROM TIME TO TIME, AS IT, IN ITS
DISCRETION, DEEMS FIT, MAKE CALLS FOR PAYMENT UPON MEMBERS IN RESPECT OF
ANY SUM WHICH HAS NOT BEEN PAID UP IN RESPECT OF SHARES HELD BY SUCH
MEMBERS AND WHICH IS NOT PURSUANT TO THE TERMS OF ALLOTMENT OR ISSUE OF
SUCH SHARES OR OTHERWISE, PAYABLE AT A FIXED TIME, AND EACH MEMBER SHALL
PAY THE AMOUNT OF EVERY CALL SO MADE UPON HIM (AND OF EACH INSTALLMENT
THEREOF IF THE SAME IS PAYABLE IN INSTALLMENTS), TO THE COMPANY AT THE
TIME(S) AND PLACE(S) DESIGNATED BY THE BOARD OF DIRECTORS, AS ANY SUCH
TIME(S) MAY BE THEREAFTER EXTENDED OR PLACE(S) CHANGED. UNLESS OTHERWISE
STIPULATED IN THE RESOLUTION OF THE BOARD OF DIRECTORS (AND IN THE NOTICE
HEREAFTER REFERRED TO), EACH PAYMENT IN RESPONSE TO A CALL SHALL BE DEEMED
TO CONSTITUTE A PRO RATE PAYMENT ON ACCOUNT OF ALL THE SHARES IN RESPECT OF
WHICH SUCH CALL WAS MADE.

         (B) NOTICE OF ANY CALL FOR PAYMENT BY A MEMBER SHALL BE GIVEN IN
WRITING TO SUCH MEMBER NOT LESS THAN FOURTEEN (14) DAYS PRIOR TO THE TIME
OF PAYMENT FIXED IN SUCH NOTICE, AND SHALL SPECIFY THE TIME AND PLACE OF
PAYMENT. PRIOR TO THE TIME FOR ANY SUCH PAYMENT FIXED IN A NOTICE OF A CALL
GIVEN TO A MEMBER, THE BOARD OF DIRECTORS MAY IN ITS ABSOLUTE DISCRETION,
BY NOTICE IN WRITING TO SUCH MEMBER, REVOKE SUCH CALL IN WHOLE OR IN PART,
EXTEND THE TIME FIXED FOR PAYMENT THEREOF, OR DESIGNATE A DIFFERENT PLACE
OF PAYMENT. IN THE EVENT OF A CALL PAYABLE IN INSTALLMENTS, ONLY ONE NOTICE
THEREOF NEED BE GIVEN.

         (C) IF PURSUANT TO THE TERMS OF ALLOTMENT OR ISSUE OF A SHARE OR
OTHERWISE, AN AMOUNT IS MADE PAYABLE AT A FIXED TIME (WHETHER ON ACCOUNT OF
SUCH SHARE OR BY WAY OF PREMIUM), SUCH AMOUNT SHALL BE PAYABLE AT SUCH TIME
AS IF IT WERE PAYABLE BY VIRTUE OF A CALL MADE BY THE BOARD OF DIRECTORS
AND FOR WHICH NOTICE WAS GIVEN IN ACCORDANCE WITH PARAGRAPHS (A) AND (B) OF
THIS ARTICLE 12, AND THE PROVISIONS OF THESE ARTICLES WITH REGARD TO CALLS
(AND THE NON-PAYMENT THEREOF) SHALL BE APPLICABLE TO SUCH AMOUNT (AND THE
NON-PAYMENT THEREOF).

         (D) JOINT HOLDERS OF A SHARE SHALL BE JOINTLY AND SEVERALLY LIABLE
TO PAY ALL CALLS FOR PAYMENT IN RESPECT OF SUCH SHARE AND ALL INTEREST
PAYABLE THEREON.

         (E) ANY AMOUNT CALLED FOR PAYMENT WHICH IS NOT PAID WHEN DUE SHALL
BEAR INTEREST FROM THE DATE FIXED FOR PAYMENT UNTIL ACTUAL PAYMENT THEREOF,
AT SUCH RATE (NOT EXCEEDING THE THEN PREVAILING DEBITORY RATE CHARGED BY
LEADING COMMERCIAL BANKS IN ISRAEL), AND PAYABLE AT SUCH TIME(S) AS THE
BOARD OF DIRECTORS MAY PRESCRIBE.

         (F) UPON THE ALLOTMENT OF SHARES, THE BOARD OF DIRECTORS MAY
PROVIDE FOR DIFFERENCES AMONG THE ALLOTTEES OF SUCH SHARES AS TO THE
AMOUNTS AND TIMES FOR PAYMENT OF CALLS IN RESPECT OF SUCH SHARES.


                               13. PREPAYMENT

         WITH THE APPROVAL OF THE BOARD OF DIRECTORS, ANY MEMBER MAY PAY TO
THE COMPANY ANY AMOUNT NOT YET PAYABLE IN RESPECT OF HIS SHARES, AND THE
BOARD OF DIRECTORS MAY APPROVE THE PAYMENT BY THE COMPANY OF INTEREST ON
ANY SUCH AMOUNT UNTIL THE SAME WOULD BE PAYABLE IF IT HAD NOT BEEN PAID IN
ADVANCE, AT SUCH RATE AND TIME(S) AS MAY BE APPROVED BY THE BOARD OF
DIRECTORS. THE BOARD OF DIRECTORS MAY AT ANY TIME CAUSE THE COMPANY TO
REPAY ALL OR ANY PART OF THE MONEY SO ADVANCED, WITHOUT PREMIUM OR PENALTY.
NOTHING IN THIS ARTICLE 13 SHALL DEROGATE FROM THE RIGHT OF THE BOARD OF
DIRECTORS TO MAKE ANY CALL FOR PAYMENT BEFORE OR AFTER RECEIPT BY THE
COMPANY OF ANY SUCH ADVANCE.


                        14. FORFEITURE AND SURRENDER

         (A) IF ANY MEMBER FAILS TO PAY AN AMOUNT PAYABLE BY VIRTUE OF A
CALL, OR INTEREST THEREON AS PROVIDED FOR IN ACCORDANCE HEREWITH, ON OR
BEFORE THE DAY FIXED FOR PAYMENT OF THE SAME, THE BOARD OF DIRECTORS MAY AT
ANY TIME AFTER THE DAY FIXED FOR SUCH PAYMENT, SO LONG AS SUCH AMOUNT (OR
ANY PORTION THEREOF) OR INTEREST THEREON (OR ANY PORTION THEREOF) REMAINS
UNPAID, RESOLVE TO FORFEIT ALL OR ANY OF THE SHARES IN RESPECT OF WHICH
SUCH PAYMENT WAS CALLED FOR. ALL EXPENSES INCURRED BY THE COMPANY IN
ATTEMPTING TO COLLECT ANY SUCH AMOUNT OR INTEREST THEREON, INCLUDING,
WITHOUT LIMITATION, ATTORNEY'S FEES AND COSTS OF LEGAL PROCEEDINGS, SHALL
BE ADDED TO, AND SHALL, FOR ALL PURPOSES (INCLUDING THE ACCRUAL OF INTEREST
THEREON), CONSTITUTE A PART OF, THE AMOUNT PAYABLE TO THE COMPANY IN
RESPECT OF SUCH CALL.

         (B) UPON THE ADOPTION OF A RESOLUTION AS TO THE FORFEITURE OF A
MEMBER'S SHARE, THE BOARD OF DIRECTORS SHALL CAUSE NOTICE THEREOF TO BE
GIVEN TO SUCH MEMBER, WHICH NOTICE SHALL STATE THAT, IN THE EVENT OF THE
FAILURE TO PAY THE ENTIRE AMOUNT SO PAYABLE BY A DATE SPECIFIED IN THE
NOTICE (WHICH DATE SHALL BE NOT LESS THAN FOURTEEN (14) DAYS AFTER THE DATE
SUCH NOTICE IS GIVEN AND WHICH MAY BE EXTENDED BY THE BOARD OF DIRECTORS),
SUCH SHARES SHALL BE IPSO FACTO FORFEITED, PROVIDED, HOWEVER, THAT, PRIOR
TO SUCH DATE, THE BOARD OF DIRECTORS MAY NULLIFY SUCH RESOLUTION OF
FORFEITURE, BUT NO SUCH NULLIFICATION SHALL STOP THE BOARD OF DIRECTORS
FROM ADOPTING A FURTHER RESOLUTION OF FORFEITURE IN RESPECT OF THE
NON-PAYMENT OF THE SAME AMOUNT.

         (C) WITHOUT DEROGATING FROM ARTICLES 54 AND 59 HEREOF, WHENEVER
SHARES ARE FORFEITED AS HEREIN PROVIDED, ALL DIVIDENDS, IF ANY, THERETOFORE
DECLARED IN RESPECT THEREOF AND NOT ACTUALLY PAID SHALL BE DEEMED TO HAVE
BEEN FORFEITED AT THE SAME TIME.

         (D) THE COMPANY, BY RESOLUTION OF THE BOARD OF DIRECTORS, MAY
ACCEPT THE VOLUNTARY SURRENDER OF ANY SHARE NOT FULLY PAID FOR.

         (E) ANY SHARE FORFEITED OR SURRENDERED AS PROVIDED HEREIN, SHALL
BECOME THE PROPERTY OF THE COMPANY, AND THE SAME, SUBJECT TO THE PROVISIONS
OF THESE ARTICLES, MAY BE SOLD, RE-ALLOTTED OR OTHERWISE DISPOSED OF AS THE
BOARD OF DIRECTORS DEEMS FIT.

         (F) ANY MEMBER WHOSE SHARES HAVE BEEN FORFEITED OR SURRENDERED
SHALL CEASE TO BE A MEMBER IN RESPECT OF THE FORFEITED OR SURRENDERED
SHARES, BUT SHALL, NOTWITHSTANDING, BE LIABLE TO PAY, AND SHALL FORTHWITH
PAY, TO THE COMPANY, ALL CALLS, INTEREST AND EXPENSES OWING UPON OR IN
RESPECT OF SUCH SHARES AT THE TIME OF FORFEITURE OR SURRENDER, TOGETHER
WITH INTEREST THEREON FROM THE TIME OF FORFEITURE OR SURRENDER UNTIL ACTUAL
PAYMENT, AT THE RATE PRESCRIBED IN ARTICLE 12(E) ABOVE, AND THE BOARD OF
DIRECTORS, IN ITS DISCRETION, MAY, BUT SHALL NOT BE OBLIGATED TO, ENFORCE
THE PAYMENT OF SUCH MONEYS, OR ANY PART THEREOF. IN THE EVENT OF SUCH
FORFEITURE OR SURRENDER, THE COMPANY, BY RESOLUTION OF THE BOARD OF
DIRECTORS, MAY ACCELERATE THE DATE(S) OF PAYMENT OF ANY OR ALL AMOUNTS THEN
OWING TO THE COMPANY BY THE MEMBER IN QUESTION (BUT NOT YET DUE) IN RESPECT
OF ALL SHARES OWNED BY SUCH MEMBER, SOLELY OR JOINTLY WITH ANOTHER.

         (G) THE BOARD OF DIRECTORS MAY AT ANY TIME, BEFORE ANY SHARE SO
FORFEITED OR SURRENDERED SHALL HAVE BEEN SOLD, RE-ALLOTTED OR OTHERWISE
DISPOSED OF, NULLIFY THE FORFEITURE OR SURRENDER ON SUCH CONDITIONS AS IT
DEEMS FIT, BUT NO SUCH NULLIFICATION SHALL STOP THE BOARD OF DIRECTORS FROM
RE-EXERCISING ITS POWERS OF FORFEITURE PURSUANT TO THIS ARTICLE 14.


                                  15. LIEN

         (A) EXCEPT TO THE EXTENT THE SAME MAY BE WAIVED OR SUBORDINATED IN
WRITING, THE COMPANY SHALL HAVE A FIRST AND PARAMOUNT LIEN UPON ALL THE
SHARES REGISTERED IN THE NAME OF EACH MEMBER (WITHOUT REGARD TO ANY
EQUITABLE OR OTHER CLAIM OR INTEREST IN SUCH SHARES ON THE PART OF ANY
OTHER PERSON), AND UPON THE PROCEEDS OF THE SALE THEREOF, FOR HIS DEBTS,
LIABILITIES AND ENGAGEMENTS TO THE COMPANY ARISING FROM ANY AMOUNT PAYABLE
BY SUCH MEMBER IN RESPECT OF ANY UNPAID OR PARTLY PAID SHARE, WHETHER OR
NOT SUCH DEBT, LIABILITY OR ENGAGEMENT HAS MATURED. SUCH LIEN SHALL EXTEND
TO ALL DIVIDENDS FROM TIME TO TIME DECLARED OR PAID IN RESPECT OF SUCH
SHARE. UNLESS OTHERWISE PROVIDED, THE REGISTRATION BY THE COMPANY OF A
TRANSFER OF SHARES SHALL BE DEEMED TO BE A WAIVER ON THE PART OF THE
COMPANY OF THE LIEN (IF ANY) EXISTING ON SUCH SHARES IMMEDIATELY PRIOR TO
SUCH TRANSFER.

         (B) THE BOARD OF DIRECTORS MAY CAUSE THE COMPANY TO SELL A SHARE
SUBJECT TO SUCH A LIEN WHEN THE DEBT, LIABILITY OR ENGAGEMENT GIVING RISE
TO SUCH LIEN HAS MATURED, IN SUCH MANNER AS THE BOARD OF DIRECTORS DEEMS
FIT, BUT NO SUCH SALE SHALL BE MADE UNLESS SUCH DEBT, LIABILITY OR
ENGAGEMENT HAS NOT BEEN SATISFIED WITHIN FOURTEEN (14) DAYS AFTER WRITTEN
NOTICE OF THE INTENTION TO SELL SHALL HAVE BEEN SERVED ON SUCH MEMBER, HIS
EXECUTORS OR ADMINISTRATORS.

         (C) THE NET PROCEEDS OF ANY SUCH SALE, AFTER PAYMENT OF THE COSTS
THEREOF, SHALL BE APPLIED IN OR TOWARD SATISFACTION OF THE DEBTS,
LIABILITIES OR ENGAGEMENTS OF SUCH MEMBER IN RESPECT OF SUCH SHARE (WHETHER
OR NOT THE SAME HAVE MATURED), AND THE RESIDUE (IF ANY) SHALL BE PAID TO
THE MEMBER, HIS EXECUTORS, ADMINISTRATORS OR ASSIGNS.


      16. SALE AFTER FORFEITURE OR SURRENDER OR IN ENFORCEMENT OF LIEN

         UPON ANY SALE OF A SHARE AFTER FORFEITURE OR SURRENDER OR FOR
ENFORCING A LIEN, THE BOARD OF DIRECTORS MAY APPOINT ANY PERSON TO EXECUTE
AN INSTRUMENT OF TRANSFER OF THE SHARE SO SOLD AND CAUSE THE PURCHASER'S
NAME TO BE ENTERED IN THE REGISTER OF MEMBERS IN RESPECT OF SUCH SHARE. THE
PURCHASER SHALL BE REGISTERED AS THE SHAREHOLDER AND SHALL NOT BE BOUND TO
SEE TO THE REGULARITY OF THE SALE PROCEEDINGS, OR TO THE APPLICATION OF THE
PROCEEDS OF SUCH SALE, AND AFTER HIS NAME HAS BEEN ENTERED IN THE REGISTER
OF MEMBERS IN RESPECT OF SUCH SHARE, THE VALIDITY OF THE SALE SHALL NOT BE
IMPEACHED BY ANY PERSON, AND THE REMEDY OF ANY PERSON AGGRIEVED BY THE SALE
SHALL BE IN DAMAGES ONLY AND AGAINST THE COMPANY EXCLUSIVELY.


                           17. REDEEMABLE SHARES

         THE COMPANY MAY, SUBJECT TO APPLICABLE LAW, ISSUE REDEEMABLE
SHARES AND REDEEM THE SAME.


                               18. [RESERVED]

                             TRANSFER OF SHARES


                        19. REGISTRATION OF TRANSFER

         (A) 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 OF DIRECTORS) 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 OF DIRECTORS MAY REASONABLY REQUIRE.
UNTIL THE TRANSFEREE HAS BEEN REGISTERED IN THE REGISTER OF MEMBERS IN
RESPECT OF THE SHARES SO TRANSFERRED, THE COMPANY MAY CONTINUE TO REGARD
THE TRANSFEROR AS THE OWNER THEREOF. THE BOARD OF DIRECTORS, MAY, FROM TIME
TO TIME, PRESCRIBE A FEE FOR THE REGISTRATION OF A TRANSFER.

         (B) THE BOARD OF DIRECTORS MAY, IN ITS DISCRETION TO THE EXTENT IT
DEEMS NECESSARY, CLOSE THE REGISTER OF MEMBERS FOR REGISTRATIONS OF
TRANSFERS OF SHARES DURING ANY YEAR FOR A PERIOD DETERMINED BY THE BOARD OF
DIRECTORS, AND NO REGISTRATIONS OF TRANSFERS OF SHARES SHALL BE MADE BY THE
COMPANY DURING ANY SUCH PERIOD DURING WHICH THE REGISTER OF MEMBERS IS SO
CLOSED.


      20. RECORD DATE FOR NOTICES OF GENERAL MEETINGS AND OTHER ACTION

         (A) NOTWITHSTANDING ANY PROVISION OF THESE ARTICLES TO THE
CONTRARY, AND TO ALLOW THE COMPANY TO DETERMINE THE MEMBERS ENTITLED TO
NOTICE OF, OR TO VOTE AT, ANY ANNUAL OR EXTRAORDINARY GENERAL MEETING OR
ANY ADJOURNMENT THEREOF, OR TO EXPRESS CONSENT TO OR DISSENT FROM ANY
CORPORATE ACTION IN WRITING WITHOUT A MEETING, OR ENTITLED TO RECEIVE
PAYMENT OF ANY DIVIDEND OR OTHER DISTRIBUTION OR ALLOTMENT OF ANY RIGHTS,
OR ENTITLED TO EXERCISE ANY RIGHTS IN RESPECT OF, OR TO TAKE OR BE THE
SUBJECT TO, ANY OTHER ACTION, THE BOARD OF DIRECTORS MAY FIX, A RECORD
DATE, WHICH SHALL NOT BE MORE THAN FORTY (40), OR ANY LONGER PERIOD
PERMITTED UNDER THE COMPANIES LAW, NOR LESS THAN FOUR (4) DAYS BEFORE THE
DATE OF SUCH MEETING OR OTHER ACTION. A DETERMINATION OF MEMBERS OF RECORD
ENTITLED TO NOTICE OF OR TO VOTE AT A MEETING SHALL APPLY TO ANY
ADJOURNMENT OF THE MEETING: PROVIDED, HOWEVER, THAT THE BOARD OF DIRECTORS
MAY FIX A NEW RECORD DATE FOR THE ADJOURNED MEETING.

         (B) ANY SHAREHOLDER OR SHAREHOLDERS OF THE COMPANY HOLDING, AT
LEAST, ONE PERCENT (1%) OF THE VOTING RIGHTS IN THE ISSUED SHARE CAPITAL OF
THE COMPANY MAY, PURSUANT TO THE COMPANIES LAW, REQUEST THAT THE BOARD OF
DIRECTORS INCLUDE A SUBJECT IN THE AGENDA OF A GENERAL MEETING TO BE HELD
IN THE FUTURE. ANY SUCH REQUEST MUST BE IN WRITING, MUST INCLUDE ALL
INFORMATION RELATED TO SUBJECT MATTER AND THE REASON THAT SUCH SUBJECT IS
PROPOSED TO BE BROUGHT BEFORE THE GENERAL MEETING AND MUST BE SIGNED BY THE
SHAREHOLDER OR SHAREHOLDERS MAKING SUCH REQUEST. IN ADDITION SUBJECT TOTHE
COMPANIES LAW AND THE PROVISIONS OF ARTICLE 39, THE BOARD OF DIRECTORS MAY
INCLUDE SUCH SUBJECT IN THE AGENDA OF A GENERAL MEETING ONLY IF THE REQUEST
HAS BEEN DELIVERED TO THE SECRETARY OF THE COMPANY NOT LATER THAN SIXTY
(60) DAYS AND NOT MORE THAN ONE HUNDRED AND TWENTY (120) DAYS PRIOR TO THE
GENERAL MEETING IN WHICH THE SUBJECT IS TO BE CONSIDERED BY THE
SHAREHOLDERS OF THE COMPANY. EACH SUCH REQUEST SHALL ALSO SET FORTH: (A)
THE NAME AND ADDRESS OF THE SHAREHOLDER MAKING THE REQUEST; (B) A
REPRESENTATION THAT THE SHAREHOLDER IS A HOLDER OF RECORD OF SHARES OF THE
COMPANY ENTITLED TO VOTE AT SUCH MEETING AND INTENDS TO APPEAR IN PERSON OR
BY PROXY AT THE MEETING;

         (C) A DESCRIPTION OF ALL ARRANGEMENTS OR UNDERSTANDINGS BETWEEN
THE SHAREHOLDER AND ANY OTHER PERSON OR PERSONS (NAMING SUCH PERSON OR
PERSONS) IN CONNECTION WITH THE SUBJECT WHICH IS REQUESTED TO BE INCLUDED
IN THE AGENDA; AND (D) A DECLARATION THAT ALL THE INFORMATION THAT IS
REQUIRED UNDER THE COMPANIES LAW AND ANY OTHER APPLICABLE LAW TO PROVIDED
TO THE COMPANY IN CONNECTION WITH SUCH SUBJECT, IF ANY, HAS BEEN PROVIDED.
FURTHERMORE, THE BOARD OF DIRECTORS, MAY, IN ITS DISCRETION TO THE EXTENT
IT DEEMS NECESSARY, REQUEST THAT THE SHAREHOLDERS MAKING THE REQUEST
PROVIDE ADDITIONAL INFORMATION NECESSARY SO AS TO INCLUDE A SUBJECT IN THE
AGENDA OF A GENERAL MEETING, AS THE BOARD OF DIRECTORS MAY REASONABLY
REQUIRE.


                           TRANSMISSION OF SHARES


                           21. DECEDENTS' SHARES

         (A) IN CASE OF DEATH OF A REGISTERED HOLDER OF A SHARE REGISTERED
IN THE NAMES OF TWO OR MORE HOLDERS, THE COMPANY MAY RECOGNIZE THE
SURVIVOR(S) AS THE SOLE OWNER(S) THEREOF UNLESS AND UNTIL THE PROVISIONS OF
ARTICLE 21(B) HAVE BEEN EFFECTIVELY INVOKED.

         (B) ANY PERSON BECOMING ENTITLED TO A SHARE IN CONSEQUENCE OF THE
DEATH OF ANY SHAREHOLDER, UPON PRODUCING EVIDENCE OF THE GRANT OF PROBATE
OR LETTERS OF ADMINISTRATION OR DECLARATION OF SUCCESSION (OR SUCH OTHER
EVIDENCE AS THE BOARD OF DIRECTORS MAY REASONABLY DEEM SUFFICIENT), SHALL
BE REGISTERED AS A MEMBER IN RESPECT OF SUCH SHARE, OR MAY, SUBJECT TO THE
REGULATIONS AS TO TRANSFER HEREIN CONTAINED, TRANSFER SUCH SHARE.


                       22. RECEIVERS AND LIQUIDATORS

         (A) THE COMPANY MAY RECOGNIZE ANY RECEIVER, LIQUIDATOR OR SIMILAR
OFFICIAL APPOINTED TO WIND-UP, DISSOLVE OR OTHERWISE LIQUIDATE A CORPORATE
MEMBER, AND A TRUSTEE, MANAGER, RECEIVER, LIQUIDATOR OR SIMILAR OFFICIAL
APPOINTED IN BANKRUPTCY OR IN CONNECTION WITH THE REORGANIZATION OF, OR
SIMILAR PROCEEDING WITH RESPECT TO A MEMBER OR ITS PROPERTIES, AS BEING
ENTITLED TO THE SHARES REGISTERED IN THE NAME OF SUCH MEMBER.

         (B) SUCH RECEIVER, LIQUIDATOR OR SIMILAR OFFICIAL APPOINTED TO
WIND-UP, DISSOLVE OR OTHERWISE LIQUIDATE A CORPORATE MEMBER AND SUCH
TRUSTEE, MANAGER, RECEIVER, LIQUIDATOR OR SIMILAR OFFICIAL APPOINTED IN
BANKRUPTCY OR IN CONNECTION WITH THE REORGANIZATION OF, OR SIMILAR
PROCEEDINGS WITH RESPECT TO A MEMBER OR ITS PROPERTIES, UPON PRODUCING SUCH
EVIDENCE AS THE BOARD OF DIRECTORS MAY DEEM SUFFICIENT AS TO HIS AUTHORITY
TO ACT IN SUCH CAPACITY OR UNDER THIS ARTICLE, SHALL WITH THE CONSENT OF
THE BOARD OF DIRECTORS (WHICH THE BOARD OF DIRECTORS MAY GRANT OR REFUSE IN
ITS ABSOLUTE DISCRETION), BE REGISTERED AS A MEMBER IN RESPECT OF SUCH
SHARES, OR MAY, SUBJECT TO THE REGULATIONS AS TO TRANSFER HEREIN CONTAINED,
TRANSFER SUCH SHARES.


                              GENERAL MEETINGS

                         23. ANNUAL GENERAL MEETING

         (A) AN ANNUAL GENERAL MEETING SHALL BE HELD ONCE IN EVERY CALENDAR
YEAR AT SUCH TIME (WITHIN A PERIOD OF NOT MORE THAN FIFTEEN (15) MONTHS
AFTER THE LAST PRECEDING ANNUAL GENERAL MEETING) AND AT SUCH PLACE, EITHER
WITHIN OR WITHOUT THE STATE OF ISRAEL, AS MAY BE DETERMINED BY THE BOARD OF
DIRECTORS.

         (B) SUBJECT TO THE PROVISIONS OF THESE ARTICLES, THE FUNCTION OF
THE ANNUAL GENERAL MEETING SHALL BE TO ELECT THE MEMBERS OF THE BOARD OF
DIRECTORS; TO RECEIVE THE FINANCIAL STATEMENTS, THE ORDINARY REPORTS AND
ACCOUNTS OF THE COMPANY'S DIRECTORS AND AUDITORS; TO APPOINT THE COMPANY'S
AUDITORS AND TO FIX THEIR REMUNERATION AND TO TRANSACT ANY OTHER BUSINESS
WHICH UNDER THESE ARTICLES OR THE COMPANIES LAW ARE TO BE TRANSACTED AT A
GENERAL MEETING.


                     24. EXTRAORDINARY GENERAL MEETINGS

         ALL GENERAL MEETINGS OTHER THAN ANNUAL GENERAL MEETINGS SHALL BE
CALLED "EXTRAORDINARY GENERAL MEETINGS". THE BOARD OF DIRECTORS MAY,
WHENEVER IT THINKS FIT, CONVENE AN EXTRAORDINARY GENERAL MEETING, AT SUCH
TIME AND PLACE, WITHIN OR OUT OF THE STATE OF ISRAEL, AS MAY BE DETERMINED
BY THE BOARD OF DIRECTORS, AND SHALL BE OBLIGED TO DO SO UPON A REQUISITION
IN WRITING IN ACCORDANCE WITH SECTION 63 OF THE COMPANIES LAW.


          25. NOTICE OF GENERAL MEETINGS; OMISSION TO GIVE NOTICE

         (A) NOT LESS THAN TWENTY-ONE (21) DAYS' PRIOR NOTICE SHALL BE
GIVEN OF EVERY GENERAL MEETING EACH SUCH NOTICE SHALL SPECIFY THE PLACE AND
THE DAY AND HOUR OF THE MEETING AND THE GENERAL NATURE OF EACH ITEM TO BE
ACTED UPON THEREAT, SAID NOTICE TO BE GIVEN TO ALL MEMBERS WHO WOULD BE
ENTITLED TO ATTEND AND VOTE AT SUCH MEETING. ANYTHING THEREIN TO THE
CONTRARY NOTWITHSTANDING, WITH THE CONSENT OF ALL MEMBERS ENTITLED TO VOTE
THEREON, A RESOLUTION MAY BE PROPOSED AND PASSED AT SUCH MEETING ALTHOUGH A
LESSER NOTICE THAN HEREINABOVE PRESCRIBED HAS BEEN GIVEN.

         (B) THE ACCIDENTAL OMISSION TO GIVE NOTICE OF A MEETING TO ANY
MEMBER, OR THE NON-RECEIPT OF NOTICE SENT TO SUCH MEMBER, SHALL NOT
INVALIDATE THE PROCEEDINGS AT SUCH MEETING.


                      PROCEEDINGS AT GENERAL MEETINGS

                                 26. QUORUM

         (A) NO BUSINESS SHALL BE TRANSACTED AT A GENERAL MEETING, OR AT
ANY ADJOURNMENT THEREOF, UNLESS THE QUORUM REQUIRED UNDER THESE ARTICLES
FOR SUCH GENERAL MEETING OR SUCH ADJOURNED MEETING, AS THE CASE MAY BE, IS
PRESENT WHEN THE MEETING PROCEEDS TO BUSINESS.

         (B) IN THE ABSENCE OF CONTRARY PROVISIONS IN THESE ARTICLES, TWO
OR MORE MEMBERS (NOT IN DEFAULT IN PAYMENT OF ANY SUM REFERRED TO IN
ARTICLE 32(A) HEREOF), PRESENT IN PERSON OR BY PROXY AND HOLDING SHARES
CONFERRING IN THE AGGREGATE MORE THAN THIRTY THREE AND A THIRD (33 1\3 %)
PERCENT OF THE VOTING POWER OF THE COMPANY, SHALL CONSTITUTE A QUORUM OF
GENERAL MEETINGS.

         (C) IF WITHIN HALF AN HOUR FROM THE TIME APPOINTED FOR THE MEETING
A QUORUM IS NOT PRESENT, THE MEETING, IF CONVENED UPON REQUISITION UNDER
SECTIONS 64 OR 65 OF THE COMPANIES LAW, SHALL BE DISSOLVED, BUT IN ANY
OTHER CASE IT SHALL BE ADJOURNED TO THE SAME DAY IN THE NEXT WEEK, AT THE
SAME TIME AND PLACE, OR TO SUCH DAY AND AT SUCH TIME AND PLACE AS THE
CHAIRMAN MAY DETERMINE. NO BUSINESS SHALL BE TRANSACTED AT ANY ADJOURNED
MEETING EXCEPT BUSINESS WHICH MIGHT LAWFULLY HAVE BEEN TRANSACTED AT THE
MEETING AS ORIGINALLY CALLED. AT SUCH ADJOURNED MEETING (OTHER THAN AN
ADJOURNED SEPARATE MEETING OF A PARTICULAR CLASS OF SHARES AS REFERRED TO
IN ARTICLE 6 OF THESE ARTICLES), ANY TWO (2) MEMBERS (NOT IN DEFAULT AS
AFORESAID) PRESENT IN PERSON OR BY PROXY, SHALL CONSTITUTE A QUORUM.

         (D) THE BOARD OF DIRECTORS MAY DETERMINE, IN ITS DISCRETION, THE
MATTERS THAT MAY BE VOTED UPON AT THE MEETING BY PROXY IN ADDITION TO THE
MATTERS LISTED IN SECTION 87(A) TO THE COMPANIES LAW.


                                27. CHAIRMAN

         THE CHAIRMAN, IF ANY, OF THE BOARD OF DIRECTORS, SHALL PRESIDE AS
CHAIRMAN AT EVERY GENERAL MEETING OF THE COMPANY. IF AT ANY MEETING THE
CHAIRMAN IS NOT PRESENT WITHIN FIFTEEN (15) MINUTES AFTER THE TIME FIXED
FOR HOLDING THE MEETING OR IS UNWILLING TO ACT AS CHAIRMAN, THE CO-CHAIRMAN
SHALL PRESIDE AT THE MEETING. IF AT ANY SUCH MEETING BOTH THE CHAIRMAN AND
THE CO-CHAIRMAN ARE NOT PRESENT OR ARE UNWILLING TO ACT AS CHAIRMAN, THE
MEMBERS PRESENT SHALL CHOOSE SOMEONE OF THEIR NUMBER TO BE CHAIRMAN. THE
OFFICE OF CHAIRMAN SHALL NOT, BY ITSELF, ENTITLE THE HOLDER THEREOF TO VOTE
AT ANY GENERAL MEETING NOR SHALL IT ENTITLE SUCH HOLDER TO A SECOND OR
CASTING VOTE (WITHOUT DEROGATING, HOWEVER, 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).


              28. ADOPTION OF RESOLUTIONS AT GENERAL MEETINGS

         (A) (I) AN ORDINARY RESOLUTION SHALL BE DEEMED ADOPTED IF APPROVED
BY THE HOLDERS OF A MAJORITY OF THE VOTING POWER REPRESENTED AT THE MEETING
IN PERSON OR BY PROXY AND VOTING THEREON.

         (II) A SPECIAL RESOLUTION SHALL BE DEEMED ADOPTED IF APPROVED BY
THE HOLDERS OF NOT LESS THAN SEVENTY-FIVE PERCENT (75%) OF THE VOTING POWER
REPRESENTED AT THE MEETING IN PERSON OR BY PROXY AND VOTING THEREON.

         (B) EVERY RESOLUTION OF THE GENERAL MEETING SHALL BE AN ORDINARY
RESOLUTION, UNLESS THESE ARTICLES SPECIFICALLY REQUIRE A SPECIAL
RESOLUTION. EVERY QUESTION SUBMITTED TO A GENERAL MEETING SHALL BE DECIDED
BY A SHOW OF HANDS, BUT THE CHAIRMAN OF THE MEETING MAY DETERMINE THAT A
RESOLUTION SHALL BE DECIDED BY A WRITTEN BALLOT. A WRITTEN BALLOT MAY BE
IMPLEMENTED BEFORE THE PROPOSED RESOLUTION IS VOTED UPON OR IMMEDIATELY
AFTER THE DECLARATION BY THE CHAIRMAN OF THE RESULTS OF THE VOTE BY A SHOW
OF HANDS. IF A VOTE BY WRITTEN BALLOT IS TAKEN AFTER SUCH DECLARATION, THE
RESULTS OF THE VOTE BY A SHOW OF HANDS SHALL BE OF NO EFFECT, AND THE
PROPOSED RESOLUTION SHALL BE DECIDED BY SUCH WRITTEN BALLOT.

         (C) A DECLARATION BY THE CHAIRMAN OF THE MEETING THAT A RESOLUTION
HAS BEEN CARRIED UNANIMOUSLY, OR CARRIED BY A PARTICULAR MAJORITY, OR LOST,
AND AN ENTRY TO THAT EFFECT IN THE MINUTE BOOK OF THE COMPANY, SHALL BE
CONCLUSIVE EVIDENCE OF THE FACT WITHOUT PROOF OF THE NUMBER OR PROPORTION
OF THE VOTES RECORDED IN FAVOR OF OR AGAINST SUCH RESOLUTION.


                         29. RESOLUTIONS IN WRITING


         A RESOLUTION IN WRITING SIGNED BY ALL MEMBERS OF THE COMPANY THEN
ENTITLED TO ATTEND AND VOTE AT GENERAL MEETINGS OR TO WHICH ALL SUCH
MEMBERS HAVE GIVEN THEIR WRITTEN CONSENT (BY LETTER, TELEGRAM, TELEX,
FACSIMILE OR OTHERWISE) SHALL BE DEEMED TO HAVE BEEN UNANIMOUSLY ADOPTED BY
A GENERAL MEETING DULY CONVENED AND HELD.


                            30. POWER TO ADJOURN

         (A) THE CHAIRMAN OF A GENERAL MEETING AT WHICH A QUORUM IS PRESENT
MAY, WITH THE CONSENT OF THE HOLDERS OF A MAJORITY OF THE VOTING POWER
REPRESENTED IN PERSON OR BY PROXY AND VOTING ON THE QUESTION OF ADJOURNMENT
(AND SHALL IF SO DIRECTED BY THE MEETING), ADJOURN THE MEETING FROM TIME TO
TIME AND FROM PLACE TO PLACE, BUT NO BUSINESS SHALL BE TRANSACTED AT ANY
ADJOURNED MEETING EXCEPT BUSINESS WHICH MIGHT LAWFULLY HAVE BEEN TRANSACTED
AT THE MEETING AS ORIGINALLY CALLED.

         (B) IT SHALL NOT BE NECESSARY TO GIVE NOTICE OF AN ADJOURNMENT,
WHETHER PURSUANT TO ARTICLE 26(C) OR ARTICLE 30(A), UNLESS THE MEETING IS
ADJOURNED FOR THIRTY (30)_DAYS OR MORE IN WHICH EVENT NOTICE THEREOF SHALL
BE GIVEN IN THE MANNER REQUIRED FOR THE MEETING AS ORIGINALLY CALLED.


                              31. VOTING POWER

         SUBJECT TO THE PROVISIONS OF ARTICLE 32(A) AND SUBJECT TO ANY
PROVISION HEREOF CONFERRING SPECIAL RIGHTS AS TO VOTING, OR RESTRICTING THE
RIGHT TO VOTE, EVERY MEMBER SHALL HAVE ONE VOTE FOR EACH SHARE HELD BY HIM
OF RECORD, ON EVERY RESOLUTION, WITHOUT REGARD TO WHETHER THE VOTE THEREON
IS CONDUCTED BY A SHOW OF HANDS, BY WRITTEN BALLOT OR BY ANY OTHER MEANS.


                             32. VOTING RIGHTS

         (A) NO MEMBER SHALL BE ENTITLED TO VOTE AT ANY GENERAL MEETING (OR
BE COUNTED AS A PART OF THE QUORUM THEREAT), UNLESS ALL CALLS AND OTHER
SUMS THEN PAYABLE BY HIM IN RESPECT OF HIS SHARES IN THE COMPANY HAVE BEEN
PAID, BUT THIS ARTICLE 32(A) SHALL NOT APPLY TO SEPARATE GENERAL MEETINGS
OF THE HOLDERS OF A PARTICULAR CLASS OF SHARES PURSUANT TO ARTICLE 6(B).

         (B) A COMPANY OR OTHER CORPORATE BODY BEING A MEMBER OF THE
COMPANY MAY DULY AUTHORIZE ANY PERSON TO BE ITS REPRESENTATIVE AT ANY
MEETING OF THE COMPANY OR TO EXECUTE OR DELIVER A PROXY ON ITS BEHALF. ANY
PERSON SO AUTHORIZED SHALL BE ENTITLED TO EXERCISE ON BEHALF OF SUCH MEMBER
ALL THE POWER WHICH THE LATTER COULD HAVE EXERCISED IF IT WERE AN
INDIVIDUAL SHAREHOLDER. UPON THE REQUEST OF THE CHAIRMAN OF THE MEETING,
WRITTEN EVIDENCE OF SUCH AUTHORIZATION (IN FORM ACCEPTABLE TO THE CHAIRMAN)
SHALL BE DELIVERED TO HIM.

         (C) ANY MEMBER ENTITLED TO VOTE MAY VOTE EITHER IN PERSON OR BY
PROXY (WHO NEED NOT BE A MEMBER OF THE COMPANY), OR, IF THE MEMBER IS A
COMPANY OR OTHER CORPORATE BODY, BY A REPRESENTATIVE AUTHORIZED PURSUANT TO
ARTICLE 32(B).

         (D) IF TWO OR MORE PERSONS ARE REGISTERED AS JOINT HOLDERS OF ANY
SHARE, THE VOTE OF THE SENIOR WHO TENDERS A VOTE, IN PERSON OR BY PROXY,
SHALL BE ACCEPTED TO THE EXCLUSION OF THE VOTE(S) OF THE OTHER JOINT
HOLDER(S). FOR THE PURPOSE OF THIS ARTICLE 32(D), SENIORITY SHALL BE
DETERMINED BY THE ORDER OF REGISTRATION OF THE JOINT HOLDERS IN THE
REGISTER OF MEMBERS.


                                  PROXIES


                       33. INSTRUMENT OF APPOINTMENTS

         (A) AN INSTRUMENT APPOINTING A PROXY SHALL BE IN WRITING AND SHALL
BE SUBSTANTIALLY IN THE FOLLOWING FORM:

         "I  _________________________ of __________________________________
             (Name of Shareholder)             (Address of Shareholder)

         Being a member of VocalTec Ltd. hereby appoint

             _______________________ of ___________________________________
               (Name of Proxy)                (Address of Proxy)

         as my proxy to vote for me and on my behalf at the General Meeting
         of the Company to be held on the ___ day of _______, 20__ and at
         any Adjournment(s) thereof.

         Signed this ____ day of ___________, 20__.


                                               ____________________________
                                                (Signature of Appointor)"


                  OR IN ANY USUAL OR COMMON FORM OR IN SUCH OTHER FORM AS
MAY BE APPROVED BY THE BOARD OF DIRECTORS. SUCH PROXY SHALL BE DULY SIGNED
BY THE APPOINTOR OR SUCH PERSON'S DULY AUTHORIZED ATTORNEY OR, IF SUCH
APPOINTOR IS A COMPANY OR OTHER CORPORATE BODY, UNDER ITS COMMON SEAL OR
STAMP OR THE HAND OF ITS DULY AUTHORIZED AGENT(S) OR ATTORNEY(S).

         (B) THE INSTRUMENT APPOINTING A PROXY (AND THE POWER OF ATTORNEY
OR OTHER AUTHORITY, IF ANY, UNDER WHICH SUCH INSTRUMENT HAS BEEN SIGNED)
SHALL EITHER BE PRESENTED TO THE CHAIRMAN AT THE MEETING AT WHICH THE
PERSON NAMED IN THE INSTRUMENT PROPOSES TO VOTE OR BE DELIVERED TO THE
COMPANY (AT ITS REGISTERED OFFICE, AT ITS PRINCIPAL PLACE OF BUSINESS, OR
AT THE OFFICES OF ITS REGISTRAR OR TRANSFER AGENT, OR AT SUCH PLACE AS THE
BOARD OF DIRECTORS MAY SPECIFY) NOT LESS THAN TWO (2) HOURS BEFORE THE TIME
FIXED FOR SUCH MEETING, EXCEPT THAT THE INSTRUMENT SHALL BE DELIVERED (I)
TWENTY-FOUR (24) HOURS BEFORE THE TIME FIXED FOR THE MEETING WHERE THE
MEETING IS TO BE HELD IN THE UNITED STATES AND THE INSTRUMENT IS DELIVERED
TO THE COMPANY AT ITS REGISTERED OFFICE OR PRINCIPAL PLACE OF BUSINESS, OR
(II) FORTY-EIGHT (48) HOURS BEFORE THE TIME FIXED FOR THE MEETING WHERE THE
MEETING IS TO BE HELD OUTSIDE OF THE UNITED STATES OF AMERICA AND ISRAEL
AND THE INSTRUMENT IS DELIVERED TO THE COMPANY'S REGISTRAR OR TRANSFER
AGENT. NOTWITHSTANDING THE ABOVE, THE CHAIRMAN SHALL HAVE THE RIGHT TO
WAIVE THE TIME REQUIREMENT PROVIDED ABOVE WITH RESPECT TO ALL INSTRUMENTS
OF PROXIES AND TO ACCEPT ANY AND ALL INSTRUMENTS OF PROXY UNTIL THE
BEGINNING OF A GENERAL MEETING.


              34. EFFECT OF DEATH OF APPOINTOR OR TRANSFER OF
                    SHARE OR REVOCATION OF APPOINTMENT

         (A) A VOTE CAST IN ACCORDANCE WITH AN INSTRUMENT APPOINTING A
PROXY SHALL BE VALID NOTWITHSTANDING THE PRIOR DEATH OR BANKRUPTCY OF THE
APPOINTING MEMBER (OR OF HIS ATTORNEY-IN-FACT, IF ANY, WHO SIGNED SUCH
INSTRUMENT), OR THE TRANSFER OF THE SHARE IN RESPECT OF WHICH THE VOTE IS
CAST, UNLESS WRITTEN NOTICE OF SUCH MATTERS SHALL HAVE BEEN RECEIVED BY THE
COMPANY OR BY THE CHAIRMAN OF SUCH MEETING PRIOR TO SUCH VOTE BEING CAST.

         (B) AN INSTRUMENT APPOINTING A PROXY SHALL BE DEEMED REVOKED (I)
UPON RECEIPT BY THE COMPANY OR THE CHAIRMAN, SUBSEQUENT TO RECEIPT BY THE
COMPANY OF SUCH INSTRUMENT, OF WRITTEN NOTICE SIGNED BY THE PERSON SIGNING
SUCH INSTRUMENT OR BY THE MEMBER APPOINTING SUCH PROXY CANCELING THE
APPOINTMENT THEREUNDER (OR THE AUTHORITY PURSUANT TO WHICH SUCH INSTRUMENT
WAS SIGNED) OR OF AN INSTRUMENT APPOINTING A DIFFERENT PROXY (AND SUCH
OTHER DOCUMENTS, IF ANY, REQUIRED UNDER ARTICLE 33(B) FOR SUCH NEW
APPOINTMENT), PROVIDED SUCH NOTICE OF CANCELLATION OR INSTRUMENT APPOINTING
A DIFFERENT PROXY WERE SO RECEIVED AT THE PLACE AND WITHIN THE TIME FOR
DELIVERY OF THE INSTRUMENT REVOKED THEREBY AS REFERRED TO IN ARTICLE 33(B)
HEREOF, OR (II) IF THE APPOINTING MEMBER IS PRESENT IN PERSON AT THE
MEETING FOR WHICH SUCH INSTRUMENT OF PROXY WAS DELIVERED, UPON RECEIPT BY
THE CHAIRMAN OF SUCH MEETING OF WRITTEN NOTICE FROM SUCH MEMBER OF THE
REVOCATION OF SUCH APPOINTMENT, OR IF AND WHEN SUCH MEMBER VOTES AT SUCH
MEETING. A VOTE CAST IN ACCORDANCE WITH AN INSTRUMENT APPOINTING A PROXY
SHALL BE VALID NOTWITHSTANDING THE REVOCATION OR PURPORTED CANCELLATION OF
THE APPOINTMENT, OR THE PRESENCE IN PERSON OR VOTE OF THE APPOINTING MEMBER
AT A MEETING FOR WHICH IT WAS RENDERED, UNLESS SUCH INSTRUMENT OF
APPOINTMENT WAS DEEMED REVOKED IN ACCORDANCE WITH THE FOREGOING PROVISIONS
OF THIS ARTICLE 34(B) AT OR PRIOR TO THE TIME SUCH VOTE WAS CAST.


                             BOARD OF DIRECTORS


                      35. POWERS OF BOARD OF DIRECTORS

         (A) GENERAL

             THE MANAGEMENT OF THE BUSINESS OF THE COMPANY SHALL BE VESTED
IN THE BOARD OF DIRECTORS, WHICH MAY EXERCISE ALL SUCH POWERS AND DO ALL
SUCH ACTS AND THINGS AS THE COMPANY IS AUTHORIZED TO EXERCISE AND DO, AND
ARE NOT HEREBY OR BY LAW REQUIRED TO BE EXERCISED OR DONE BY THE COMPANY BY
ACTION OF ITS MEMBERS AT A GENERAL MEETING. THE AUTHORITY CONFERRED ON THE
BOARD OF DIRECTORS BY THIS ARTICLE 35 SHALL BE SUBJECT TO THE PROVISIONS OF
THE COMPANIES LAW, THESE ARTICLES AND ANY REGULATION OR RESOLUTION
CONSISTENT WITH THESE ARTICLES ADOPTED FROM TIME TO TIME BY THE COMPANY BY
ACTION OF ITS MEMBERS AT A GENERAL MEETING, PROVIDED, HOWEVER, THAT NO SUCH
REGULATION OR RESOLUTION SHALL INVALIDATE ANY PRIOR ACT DONE BY OR PURSUANT
TO A DECISION OF THE BOARD OF DIRECTORS WHICH WOULD HAVE BEEN VALID IF SUCH
REGULATION OR RESOLUTION HAD NOT BEEN ADOPTED.

         (B) BORROWING POWER

             THE BOARD OF DIRECTORS MAY FROM TIME TO TIME, AT ITS
DISCRETION, CAUSE THE COMPANY TO BORROW OR SECURE THE PAYMENT OF ANY SUM OR
SUMS OF MONEY FOR THE PURPOSES OF THE COMPANY, AND MAY SECURE OR PROVIDE
FOR THE REPAYMENT OF SUCH SUM OR SUMS IN SUCH MANNER, AT SUCH TIMES AND
UPON SUCH TERMS AND CONDITIONS AS IT DEEMS FIT, AND, IN PARTICULAR, BY THE
ISSUANCE OF BONDS, PERPETUAL OR REDEEMABLE DEBENTURES, DEBENTURE STOCK, OR
ANY MORTGAGES, CHARGES, OR OTHER SECURITIES ON THE UNDERTAKING OR THE WHOLE
OR ANY PART OF THE PROPERTY OF THE COMPANY, BOTH PRESENT AND FUTURE,
INCLUDING ITS UNCALLED OR CALLED BUT UNPAID CAPITAL FOR THE TIME BEING.

         (C) RESERVES

             THE BOARD OF DIRECTORS MAY, FROM TIME TO TIME, SET ASIDE ANY
AMOUNT(S) OUT OF THE PROFITS OF THE COMPANY AS A RESERVE OR RESERVES FOR
ANY PURPOSE(S) WHICH THE BOARD OF DIRECTORS, IN ITS ABSOLUTE DISCRETION,
SHALL DEEM FIT, INCLUDING WITHOUT LIMITATION, CAPITALIZATION AND
DISTRIBUTION OF BONUS SHARES, AND MAY INVEST ANY SUM SO SET ASIDE IN ANY
MANNER AND FROM TIME TO TIME DEAL WITH AND VARY SUCH INVESTMENTS AND
DISPOSE OF ALL OR ANY PART THEREOF, AND EMPLOY ANY SUCH RESERVE OR ANY PART
THEREOF IN THE BUSINESS OF THE COMPANY WITHOUT BEING BOUND TO KEEP THE SAME
SEPARATE FROM OTHER ASSETS OF THE COMPANY, AND MAY SUBDIVIDE OR REDESIGNATE
ANY RESERVE OR CANCEL THE SAME OR APPLY THE FUNDS THEREIN FOR ANOTHER
PURPOSE, ALL AS THE BOARD OF DIRECTORS MAY FROM TIME TO TIME THINK FIT.


                36. EXERCISE OF POWERS OF BOARD OF DIRECTORS

         (A) A MEETING OF THE BOARD OF DIRECTORS AT WHICH A QUORUM IS
PRESENT SHALL BE COMPETENT TO EXERCISE ALL THE AUTHORITIES, POWERS AND
DISCRETION VESTED IN OR EXERCISABLE BY THE BOARD OF DIRECTORS, WHETHER IN
PERSON OR BY ANY OTHER MEANS BY WHICH THE DIRECTORS MAY HEAR EACH OTHER
SIMULTANEOUSLY.

         (B) A RESOLUTION PROPOSED AT ANY MEETING OF THE BOARD OF DIRECTORS
SHALL BE DEEMED ADOPTED IF APPROVED BY A MAJORITY OF THE DIRECTORS PRESENT
WHEN SUCH RESOLUTION IS PUT TO A VOTE AND VOTING THEREON.

         (C) A RESOLUTION IN WRITING SIGNED BY ALL OF THE DIRECTORS THEN IN
OFFICE AND LAWFULLY ENTITLED TO VOTE THEREON OR TO WHICH ALL OF SUCH
DIRECTORS HAVE GIVEN THEIR WRITTEN CONSENT (BY LETTER, TELEGRAM, TELEX,
FACSIMILE, TELECOPIER, ELECTRONIC MAIL OR OTHERWISE), OR THEIR ORAL CONSENT
BY TELEPHONE (PROVIDED THAT A WRITTEN SUMMARY THEREOF HAS BEEN APPROVED AND
SIGNED BY THE CHAIRMAN OF THE BOARD OF DIRECTORS OF THE COMPANY) SHALL BE
DEEMED TO HAVE BEEN UNANIMOUSLY ADOPTED BY A MEETING OF THE BOARD OF
DIRECTORS DULY CONVENED AND HELD.


                          37. DELEGATION OF POWERS

         (A) THE BOARD OF DIRECTORS MAY, SUBJECT TO THE PROVISIONS OF THE
COMPANIES LAW, DELEGATE ANY OR ALL OF ITS POWERS TO COMMITTEES, EACH
CONSISTING OF ONE OR MORE PERSONS (WHO ARE DIRECTORS), AND IT MAY FROM TIME
TO TIME REVOKE SUCH DELEGATION OR ALTER THE COMPOSITION OF ANY SUCH
COMMITTEE. ANY COMMITTEE SO FORMED (IN THESE ARTICLES REFERRED TO AS A
"COMMITTEE OF THE BOARD OF DIRECTORS"), SHALL, IN THE EXERCISE OF THE
POWERS SO DELEGATED, CONFORM TO ANY REGULATIONS IMPOSED ON IT BY THE BOARD
OF DIRECTORS. THE MEETINGS AND PROCEEDINGS OF ANY SUCH COMMITTEE OF THE
BOARD OF DIRECTORS SHALL, MUTATIS MUTANDIS, BE GOVERNED BY THE PROVISIONS
HEREIN CONTAINED FOR REGULATING THE MEETINGS OF THE BOARD OF DIRECTORS, SO
FAR AS NOT SUPERSEDED BY ANY REGULATIONS ADOPTED BY THE BOARD OF DIRECTORS
UNDER THIS ARTICLE. UNLESS OTHERWISE EXPRESSLY PROVIDED BY THE BOARD OF
DIRECTORS IN DELEGATING POWERS TO A COMMITTEE OF THE BOARD OF DIRECTORS,
SUCH COMMITTEE SHALL NOT BE EMPOWERED TO FURTHER DELEGATE SUCH POWERS.

         (B) WITHOUT DEROGATING FROM THE PROVISIONS OF ARTICLE 50, THE
BOARD OF DIRECTORS MAY FROM TIME TO TIME APPOINT A SECRETARY TO THE
COMPANY, AS WELL AS OFFICERS, AGENTS, EMPLOYEES AND INDEPENDENT
CONTRACTORS, AS THE BOARD OF DIRECTORS DEEMS FIT, AND MAY TERMINATE THE
SERVICE OF ANY SUCH PERSON. THE BOARD OF DIRECTORS MAY, SUBJECT TO THE
PROVISIONS OF THE COMPANIES LAW, DETERMINE THE POWERS AND DUTIES, AS WELL
AS THE SALARIES AND EMOLUMENTS, OF ALL SUCH PERSONS, AND MAY REQUIRE
SECURITY IN SUCH CASES AND IN SUCH AMOUNTS AS IT DEEMS FIT.

         (C) THE BOARD OF DIRECTORS MAY FROM TIME TO TIME, BY POWER OF
ATTORNEY OR OTHERWISE, APPOINT ANY PERSON, COMPANY, FIRM OR BODY OF PERSONS
TO BE THE ATTORNEY OR ATTORNEYS OF THE COMPANY AT LAW OR IN FACT FOR SUCH
PURPOSE(S) AND WITH SUCH POWERS, AUTHORITIES AND DISCRETIONS, AND FOR SUCH
PERIOD AND SUBJECT TO SUCH CONDITIONS, AS IT DEEMS FIT, AND ANY SUCH POWER
OF ATTORNEY OR OTHER APPOINTMENT MAY CONTAIN SUCH PROVISIONS FOR THE
PROTECTION AND CONVENIENCE OF PERSONS DEALING WITH ANY SUCH ATTORNEY AS THE
BOARD OF DIRECTORS DEEMS FIT, AND MAY ALSO AUTHORIZE ANY SUCH ATTORNEY TO
DELEGATE ALL OR ANY OF THE POWERS, AUTHORITIES AND DISCRETION VESTED IN
HIM.


                          38. NUMBER OF DIRECTORS

         THE BOARD OF DIRECTORS OF THE COMPANY SHALL CONSIST OF NOT
         LESS THAN TWO (2) NOR MORE THAN FOURTEEN (14) DIRECTORS.

                   39. ELECTION AND REMOVAL OF DIRECTORS

         (A) THE DIRECTORS, EXCEPT FOR EXTERNAL DIRECTORS, SHALL BE
CLASSIFIED, WITH RESPECT TO THE TIME FOR WHICH THEY SEVERALLY HOLD OFFICE,
INTO THREE CLASSES, AS NEARLY EQUAL IN NUMBER AS POSSIBLE, AS DETERMINED BY
THE BOARD OF DIRECTORS, ONE CLASS TO HOLD OFFICE INITIALLY FOR A TERM
EXPIRING AT THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD IN 2001, ANOTHER
CLASS TO HOLD OFFICE INITIALLY FOR A TERM EXPIRING AT THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD IN 2002, AND ANOTHER CLASS TO HOLD OFFICE INITIALLY
FOR A TERM EXPIRING AT THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD IN
2003, WITH THE MEMBERS OF EACH CLASS TO HOLD OFFICE UNTIL THEIR SUCCESSORS
ARE ELECTED AND QUALIFIED. AT EACH ANNUAL MEETING OF THE SHAREHOLDERS, THE
SUCCESSORS OF THE CLASS OF DIRECTORS WHOSE TERM EXPIRES AT THAT MEETING
SHALL BE ELECTED TO HOLD OFFICE FOR A TERM EXPIRING AT THE ANNUAL MEETING
OF SHAREHOLDERS HELD IN THE THIRD YEAR FOLLOWING THE YEAR OF THEIR
ELECTION. IF THE NUMBER OF DIRECTORS CONSTITUTING THE BOARD IS CHANGED, ANY
INCREASE OR DECREASE SHALL BE APPORTIONED AMONG THE CLASSES SO AS TO
MAINTAIN THE NUMBER OF DIRECTORS IN EACH CLASS AS NEARLY AS POSSIBLE, AND
ANY ADDITIONAL DIRECTORS OF ANY CLASS SHALL HOLD OFFICE FOR A TERM WHICH
SHALL COINCIDE WITH THE REMAINING TERM OF SUCH CLASS, BUT IN NO CASE A
DECREASE IN THE NUMBER OF DIRECTORS CONSTITUTING THE BOARD SHALL SHORTEN
THE TERM OF ANY INCUMBENT DIRECTOR. NOTWITHSTANDING ANYTHING IN THESE
ARTICLES TO THE CONTRARY, THE PROVISIONS OF THIS ARTICLE 39(A) MAY NOT BE
AMENDED WITHOUT APPROVAL OF THE GREATER OF (I) HOLDERS OF NOT LESS THAN
SEVENTY-FIVE PERCENT (75%) OF THE VOTING POWER REPRESENTED AT A MEETING IN
PERSON OR BY PROXY AND VOTING THEREON, OR (II) HOLDERS OF A MAJORITY OF THE
OUTSTANDING VOTING POWER OF ALL SHARES OF THE COMPANY VOTING ON SUCH MATTER
AT A GENERAL MEETING.

         (B) DIRECTORS SHALL BE ELECTED AT THE ANNUAL GENERAL MEETING OR AN
EXTRAORDINARY MEETING OF THE COMPANY BY THE VOTE OF THE HOLDERS OF A
MAJORITY OF THE VOTING POWER REPRESENTED AT SUCH MEETING IN PERSON OR BY
PROXY AND VOTING ON THE ELECTION OF DIRECTORS.

         (C) NOMINATIONS FOR THE ELECTION OF DIRECTORS MAY BE MADE BY THE
BOARD OF DIRECTORS OR A COMMITTEE APPOINTED BY THE BOARD OF DIRECTORS OR BY
ANY SHAREHOLDER HOLDING AT LEAST 1% OF THE OUTSTANDING VOTING POWER IN THE
COMPANY. HOWEVER, AND WITHOUT LIMITATION OF SECTION 63 OF THE COMPANIES
LAW, ANY SUCH SHAREHOLDER MAY NOMINATE ONE OR MORE PERSONS FOR ELECTION AS
DIRECTORS AT A GENERAL MEETING ONLY IF A WRITTEN NOTICE OF SUCH
SHAREHOLDER'S INTENT TO MAKE SUCH NOMINATION OR NOMINATIONS HAS BEEN GIVEN
TO THE SECRETARY OF THE COMPANY NOT LATER THAN (I) WITH RESPECT TO AN
ELECTION TO BE HELD AT AN ANNUAL GENERAL MEETING OF SHAREHOLDERS, NINETY
(90) DAYS PRIOR TO THE ANNIVERSARY DATE OF THE IMMEDIATELY PRECEDING ANNUAL
MEETING, AND (II) WITH RESPECT TO AN ELECTION TO BE HELD AT A EXTRAORDINARY
GENERAL MEETING OF SHAREHOLDERS FOR THE ELECTION OF DIRECTORS, AT LEAST
NINETY (90) DAYS PRIOR TO THE DATE OF SUCH MEETING. EACH SUCH NOTICE SHALL
SET FORTH: (A) THE NAME AND ADDRESS OF THE SHAREHOLDER WHO INTENDS TO MAKE
THE NOMINATION AND OF THE PERSON OR PERSONS TO BE NOMINATED; (B) A
REPRESENTATION THAT THE SHAREHOLDER IS A HOLDER OF RECORD OF SHARES OF THE
COMPANY ENTITLED TO VOTE AT SUCH MEETING AND INTENDS TO APPEAR IN PERSON OR
BY PROXY AT THE MEETING TO NOMINATE THE PERSON OR PERSONS SPECIFIED IN THE
NOTICE; (C) A DESCRIPTION OF ALL ARRANGEMENTS OR UNDERSTANDINGS BETWEEN THE
SHAREHOLDER AND EACH NOMINEE AND ANY OTHER PERSON OR PERSONS (NAMING SUCH
PERSON OR PERSONS) PURSUANT TO WHICH THE NOMINATION OR NOMINATIONS ARE TO
BE MADE BY THE SHAREHOLDER; AND (D) THE CONSENT OF EACH NOMINEE TO SERVE AS
A DIRECTOR OF THE COMPANY IF SO ELECTED AND A DECLARATION SIGNED BY EACH OF
THE NOMINEES DECLARING THAT THERE IS NO LIMITATION UNDER THE COMPANIES LAW
FOR THE APPOINTMENT OF SUCH A NOMINEE AND THAT ALL THE INFORMATION THAT IS
REQUIRED UNDER THE COMPANIES LAW TO PROVIDED TO THE COMPANY IN CONNECTION
WITH SUCH AN APPOINTMENT HAS BEEN PROVIDED. THE CHAIRMAN OF THE MEETING MAY
REFUSE TO ACKNOWLEDGE THE NOMINATION OF ANY PERSON NOT MADE IN COMPLIANCE
WITH THE FOREGOING PROCEDURE.

         (FOUR)   THE GENERAL MEETING MAY, BY A SPECIAL RESOLUTION, REMOVE
                  ANY DIRECTOR(S) FROM OFFICE, AND ELECT DIRECTORS INSTEAD
                  OF DIRECTORS SO REMOVED OR FILL ANY VACANCY (AS DEFINED
                  IN ARTICLE 41), HOWEVER CREATED, IN THE BOARD OF
                  DIRECTORS UNLESS SUCH VACANCY WAS FILLED BY THE BOARD OF
                  DIRECTORS UNDER ARTICLE 41.

         (FIVE)   NOTWITHSTANDING THE PROVISIONS OF THIS ARTICLE 39,
                  EXTERNAL DIRECTORS SHALL BE ELECTED AND HOLD OFFICE IN
                  ACCORDANCE WITH THE PROVISIONS OF THE COMPANIES LAW.


                       40. QUALIFICATION OF DIRECTORS

         NO PERSON SHALL BE DISQUALIFIED TO SERVE AS A DIRECTOR BY REASON
OF HIS NOT HOLDING SHARES IN THE COMPANY OR BY REASON OF HIS HAVING SERVED
AS A DIRECTOR IN THE PAST.


             41. CONTINUING DIRECTORS IN THE EVENT OF VACANCIES

         IN THE EVENT THAT , ONE OR MORE VACANCIES IS CREATED IN THE BOARD
OF DIRECTORS, INCLUDING WITHOUT LIMITATION A SITUATION IN WHICH THE NUMBER
OF DIRECTORS IS LESS THAN THE MAXIMUM NUMBER PERMITTED UNDER ARTICLE 38 (A
"VACANCY"), THE CONTINUING DIRECTORS MAY CONTINUE TO ACT IN EVERY MATTER,
AND, MAY APPOINT DIRECTORS TO TEMPORARILY FILL ANY SUCH VACANCY, PROVIDED,
HOWEVER, THAT IF THE NUMBER OF DIRECTORS IS LESS THAN FOUR (4), THEY MAY
ONLY ACT IN (I) AN EMERGENCY; OR (II) TO FILL THE OFFICE OF DIRECTOR WHICH
HAS BECOME VACANT; OR (III) IN ORDER TO CALL A GENERAL MEETING OF THE
COMPANY FOR THE PURPOSE OF ELECTING DIRECTORS TO FILL ANY OR ALL VACANCIES,
SO THAT AT LEAST FOUR (4) DIRECTORS ARE IN OFFICE AS A RESULT OF SAID
MEETING. NOTWITHSTANDING THE FOREGOING, IN THE EVENT OF VACANCY OF AN
EXTERNAL DIRECTOR, THE COMPANY SHALL ELECT A NEW EXTERNAL DIRECTOR OR TAKE
SUCH OTHER ACTION AS REQUIRED UNDER THE COMPANIES LAW.


                           42. VACATION OF OFFICE

         (A) THE OFFICE OF A DIRECTOR SHALL BE VACATED, IPSO FACTO, UPON
HIS OR HER DEATH, OR IF HE OR SHE BE FOUND LUNATIC OR BECOME OF UNSOUND
MIND, OR IF HE OR SHE BECOMES BANKRUPT, OR IF THE DIRECTOR IS A COMPANY,
UPON ITS WINDING-UP, OR IF HE IS FOUND BY A COURT GUILTY OF ANY OF THE
FELONIES LISTED IN SECTION 226 OF THE COMPANIES LAW.

         (B) THE OFFICE OF A DIRECTOR SHALL BE VACATED BY HIS WRITTEN
RESIGNATION. SUCH RESIGNATION SHALL BECOME EFFECTIVE ON THE DATE FIXED
THEREIN, OR UPON THE DELIVERY THEREOF TO THE COMPANY, WHICHEVER IS LATER.
SUCH WRITTEN RESIGNATION SHALL INCLUDE THE REASONS THAT LEAD THE DIRECTOR
TO RESIGN FROM HIS OFFICE.


                       43. REMUNERATION OF DIRECTORS

         A DIRECTOR SHALL BE PAID REMUNERATION BY THE COMPANY FOR HIS
SERVICES AS DIRECTOR TO THE EXTENT SUCH REMUNERATION SHALL HAVE BEEN
APPROVED BY THE COMPANY IN ACCORDANCE WITH THE COMPANIES LAW.


                          44. CONFLICT OF INTEREST

         SUBJECT TO THE PROVISIONS OF THE COMPANIES LAW, NO DIRECTOR SHALL
BE DISQUALIFIED BY VIRTUE OF HIS OFFICE FROM HOLDING ANY OFFICE OR PLACE OF
PROFIT IN THE COMPANY OR IN ANY COMPANY IN WHICH THE COMPANY SHALL BE A
SHAREHOLDER OR OTHERWISE INTERESTED, OR FROM CONTRACTING WITH THE COMPANY
AS VENDOR, PURCHASER OR OTHERWISE, NOR SHALL ANY SUCH CONTRACT, OR ANY
CONTRACT OR ARRANGEMENT ENTERED INTO BY OR ON BEHALF OF THE COMPANY IN
WHICH ANY DIRECTOR SHALL BE IN ANY WAY INTERESTED, BE AVOIDED, NOR, OTHER
THAN AS REQUIRED UNDER THE COMPANIES LAW, SHALL ANY DIRECTOR BE LIABLE TO
ACCOUNT TO THE COMPANY FOR ANY PROFIT ARISING FROM ANY SUCH OFFICE OR PLACE
OF PROFIT OR REALIZED BY ANY SUCH CONTRACT OR ARRANGEMENT BY REASON ONLY OF
SUCH DIRECTOR'S HOLDING THAT OFFICE OR OF THE FIDUCIARY RELATIONS THEREBY
ESTABLISHED, BUT THE NATURE OF HIS INTEREST, AS WELL AS ANY MATERIAL FACT
OR DOCUMENT, MUST BE DISCLOSED BY HIM AT THE MEETING OF THE BOARD OF
DIRECTORS AT WHICH THE CONTRACT OR ARRANGEMENT IS FIRST CONSIDERED, IF HIS
INTEREST THEN EXISTS, OR, IN ANY OTHER CASE, AT NO LATER THAN THE FIRST
MEETING OF THE BOARD OF DIRECTORS AFTER THE ACQUISITION OF HIS INTEREST.

                          45. ALTERNATE DIRECTORS

         (A) A DIRECTOR MAY, BY WRITTEN NOTICE TO THE COMPANY GIVEN IN THE
MANNER SET FORTH IN ARTICLE 45(B) BELOW, APPOINT ANY INDIVIDUAL WHO IS
QUALIFIED TO SERVE AS A DIRECTOR (PROVIDED THAT SUCH INDIVIDUAL IS NOT A
MEMBER OF THE BOARD OF DIRECTORS) AS AN ALTERNATE FOR HIMSELF (IN THESE
ARTICLES REFERRED TO AS "ALTERNATE DIRECTOR"), REMOVE SUCH ALTERNATE
DIRECTOR AND APPOINT ANOTHER ALTERNATE DIRECTOR IN PLACE OF ANY ALTERNATE
DIRECTOR APPOINTED BY HIM WHOSE OFFICE HAS BEEN VACATED FOR ANY REASON
WHATSOEVER. THE APPOINTMENT OF AN ALTERNATE DIRECTOR SHALL BE SUBJECT TO
THE CONSENT OF THE BOARD OF DIRECTORS. UNLESS THE APPOINTING DIRECTOR, BY
THE INSTRUMENT APPOINTING AN ALTERNATE DIRECTOR OR BY WRITTEN NOTICE TO THE
COMPANY, LIMITS SUCH APPOINTMENT TO A SPECIFIED PERIOD OF TIME OR RESTRICTS
IT TO A SPECIFIED MEETING OR ACTION OF THE BOARD OF DIRECTORS, OR OTHERWISE
RESTRICTS ITS SCOPE, THE APPOINTMENT SHALL BE FOR ALL PURPOSES, AND FOR A
PERIOD OF TIME CONCURRENT WITH THE TERM OF THE APPOINTING DIRECTOR.

         (B) ANY NOTICE TO THE COMPANY PURSUANT TO ARTICLE 45(A) SHALL BE
GIVEN IN PERSON TO, OR BY SENDING THE SAME BY MAIL TO THE ATTENTION OF THE
GENERAL MANAGER OF THE COMPANY AT THE PRINCIPAL OFFICE OF THE COMPANY OR TO
SUCH OTHER PERSON OR PLACE AS THE BOARD OF DIRECTORS SHALL HAVE DETERMINED
FOR SUCH PURPOSE, AND SHALL BECOME EFFECTIVE ON THE DATE FIXED THEREIN, OR
UPON THE RECEIPT THEREOF BY THE COMPANY (AT THE PLACE AS AFORESAID),
WHICHEVER IS LATER, SUBJECT TO THE CONSENT OF THE BOARD OF DIRECTORS IF THE
APPOINTEE IS NOT THEN A MEMBER OF THE BOARD OF DIRECTORS, IN WHICH CASE THE
NOTICE WILL BE EFFECTIVE AS OF THE DATE OF SUCH CONSENT.

         (C) AN ALTERNATE DIRECTOR SHALL HAVE ALL THE RIGHTS AND
OBLIGATIONS OF THE DIRECTOR WHO APPOINTED HIM, PROVIDED HOWEVER, THAT (I)
HE MAY NOT IN TURN APPOINT AN ALTERNATE FOR HIMSELF (UNLESS THE INSTRUMENT
APPOINTING HIM OTHERWISE EXPRESSLY PROVIDES), AND (II) THAT AN ALTERNATE
DIRECTOR SHALL HAVE NO STANDING AT ANY MEETING OF THE BOARD OF DIRECTORS OR
ANY COMMITTEE THEREOF WHILE THE DIRECTOR WHO APPOINTED HIM IS PRESENT, AND
(III) THAT THE ALTERNATE DIRECTOR IS NOT ENTITLED TO REMUNERATION.

         (D) AN ALTERNATE DIRECTOR SHALL BE RESPONSIBLE FOR HIS OR HER OWN
ACTS AND DEFAULTS.

         (F) THE OFFICE OF AN ALTERNATE DIRECTOR SHALL BE VACATED UNDER THE
CIRCUMSTANCES, MUTATIS MUTANDIS, SET FORTH IN ARTICLE 42 AND ARTICLE 45(A),
AND SUCH OFFICE SHALL IPSO FACTO BE VACATED IF THE DIRECTOR WHO APPOINTED
SUCH ALTERNATE DIRECTOR CEASED TO BE A DIRECTOR. PROCEEDINGS OF THE BOARD
OF DIRECTORS


                                46. MEETINGS

         (A) THE BOARD OF DIRECTORS MAY MEET AND ADJOURN ITS MEETINGS AND
OTHERWISE REGULATE SUCH MEETINGS AND PROCEEDINGS AS THE DIRECTORS THINK
FIT.

         (B) ANY DIRECTOR MAY AT ANY TIME, AND THE SECRETARY, UPON THE
REQUEST OF SUCH DIRECTOR, SHALL, CONVENE A MEETINGS OF THE BOARD OF
DIRECTORS, BUT NOT LESS THAN TWO (2) DAYS' NOTICE SHALL BE GIVEN OF ANY
MEETINGS SO CONVENED. NOTICE OF ANY SUCH MEETING SHALL BE GIVEN TO ALL THE
DIRECTORS AND MAY BE GIVEN ORALLY, BY TELEPHONE, IN WRITING OR BY MAIL,
TELEX, CABLEGRAM 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.


                                 47. QUORUM

         UNTIL OTHERWISE UNANIMOUSLY DECIDED BY THE BOARD OF DIRECTORS, A
QUORUM AT A MEETING OF THE BOARD OF DIRECTORS SHALL BE CONSTITUTED BY THE
PRESENCE IN PERSON OR BY TELEPHONE CONFERENCE OF HALF (50%) OF THE
DIRECTORS THEN IN OFFICE WHO ARE LAWFULLY ENTITLED TO PARTICIPATE IN THE
MEETING. NO BUSINESS SHALL BE TRANSACTED AT A MEETING OF THE BOARD OF
DIRECTORS UNLESS THE REQUISITE QUORUM IS PRESENT (IN PERSON OR BY TELEPHONE
CONFERENCE) WHEN THE MEETING PROCEEDS TO BUSINESS.


                   48. CHAIRMAN OF THE BOARD OF DIRECTORS

         THE BOARD OF DIRECTORS MAY FROM TIME TO TIME, ELECT ONE OF ITS
MEMBERS TO BE THE CHAIRMAN OF THE BOARD OF DIRECTORS, AND ANOTHER OF ITS
MEMBERS AS CO-CHAIRMAN, REMOVE SUCH CHAIRMAN AND CO-CHAIRMAN FROM OFFICE
AND APPOINT OTHERS IN THEIR PLACE. THE CHAIRMAN OF THE BOARD OF DIRECTORS
SHALL PRESIDE AT EVERY MEETING OF THE BOARD OF DIRECTORS, BUT IF THERE IS
NO SUCH CHAIRMAN, OR IF AT ANY MEETING HE IS NOT PRESENT WITHIN FIFTEEN
(15) MINUTES OF THE TIME FIXED FOR THE MEETING OR IF HE IS UNWILLING TO
TAKE THE CHAIR, THE CO-CHAIRMAN SHALL PRESIDE. IF BOTH THE CHAIRMAN AND THE
CO-CHAIRMAN ARE NOT PRESENT WITHIN SUCH FIFTEEN (15) MINUTES OR ARE
UNWILLING TO TAKE THE CHAIR THE DIRECTORS PRESENT SHALL CHOOSE ONE OF THEIR
NUMBER TO BE THE CHAIRMAN OF SUCH MEETING


                    49. VALIDITY OF ACTS DESPITE DEFECTS

         ALL ACTS DONE BONA FIDE AT ANY MEETING OF THE BOARD OF DIRECTORS,
OR OF A COMMITTEE OF THE BOARD OF DIRECTORS, 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
MEETINGS 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.


                   CHIEF EXECUTIVE OFFICER AND PRESIDENT


                 50. CHIEF EXECUTIVE OFFICER AND PRESIDENT

         THE BOARD OF DIRECTORS MAY FROM TIME TO TIME APPOINT ONE OR MORE
PERSONS, WHETHER OR NOT DIRECTORS, AS CHIEF EXECUTIVE OFFICER OR OFFICERS,
GENERAL MANAGER OR MANAGERS, OR PRESIDENT OF THE COMPANY AND MAY CONFER
UPON SUCH PERSON(S), AND FROM TIME TO TIME MODIFY OR REVOKE, SUCH TITLE(S)
AND SUCH DUTIES AND AUTHORITIES OF THE BOARD OF DIRECTORS AS THE BOARD OF
DIRECTORS MAY DEEM FIT, SUBJECT TO SUCH LIMITATIONS AND RESTRICTIONS AS THE
BOARD OF DIRECTORS MAY FROM TIME TO TIME PRESCRIBE. UNLESS OTHERWISE
DETERMINED BY THE BOARD OF DIRECTORS, THE CHIEF EXECUTIVE OFFICER SHALL
HAVE AUTHORITY WITH RESPECT OF THE MANAGEMENT OF THE COMPANY IN THE
ORDINARY COURSE OF BUSINESS. SUCH APPOINTMENT(S) MAY BE EITHER FOR A FIXED
TERM OR WITHOUT ANY LIMITATION OF TIME, AND THE BOARD OF DIRECTORS MAY FROM
TIME TO TIME (SUBJECT TO THE PROVISIONS OF THE COMPANIES LAW AND OF ANY
CONTRACT BETWEEN ANY SUCH PERSON AND THE COMPANY) FIX HIS OR THEIR SALARIES
AND EMOLUMENTS, REMOVE OR DISMISS HIM OR THEM FROM OFFICE AND APPOINT
ANOTHER OR OTHERS IN HIS OR THEIR PLACE OR PLACES.


                                  MINUTES


                                51. MINUTES

         (A) MINUTES OF EACH GENERAL MEETING AND OF EACH MEETING OF THE
BOARD OF DIRECTORS SHALL BE RECORDED AND DULY ENTERED IN BOOKS PROVIDED FOR
THAT PURPOSE, AND SHALL BE HELD BY THE COMPANY AT ITS PRINCIPAL PLACE OF
OFFICE OR ITS REGISTERED OFFICE OR SUCH OTHER PLACE AS SHALL HAVE BEEN
DETERMINED BY THE BOARD OF DIRECTORS. SUCH MINUTES SHALL, IN ALL EVENTS,
SET FORTH THE NAMES OF THE PERSONS PRESENT AT THE MEETING AND ALL
RESOLUTIONS ADOPTED THEREAT.

         (B) ANY MINUTES AS AFORESAID, IF PURPORTING TO BE SIGNED BY THE
CHAIRMAN OF THE MEETING OR BY THE CHAIRMAN OF THE NEXT SUCCEEDING MEETING,
SHALL CONSTITUTE PRIMA FACIE EVIDENCE OF THE MATTERS RECORDED THEREIN.


                                 DIVIDENDS


                        52. DECLARATION OF DIVIDENDS

         THE BOARD OF DIRECTORS MAY, SUBJECT TO THE APPLICABLE PROVISIONS
OF THE COMPANIES LAW, FROM TIME TO TIME DECLARE, AND CAUSE THE COMPANY TO
PAY, SUCH DIVIDEND AS MAY APPEAR TO THE BOARD OF DIRECTORS TO BE JUSTIFIED
BY THE PROFITS OF THE COMPANY. THE BOARD OF DIRECTORS SHALL DETERMINE THE
TIME FOR PAYMENT OF SUCH DIVIDENDS, BOTH INTERIM AND FINAL, AND THE RECORD
DATE FOR DETERMINING THE SHAREHOLDERS ENTITLED THERETO.


                53. FUNDS AVAILABLE FOR PAYMENT OF DIVIDEND

         NO DIVIDEND SHALL BE PAID OTHERWISE THAN OUT OF THE PROFITS OF THE
COMPANY.


                   54. AMOUNT PAYABLE BY WAY OF DIVIDENDS

         SUBJECT TO THE PROVISIONS OF THESE ARTICLES AND SUBJECT TO ANY
RIGHTS OR CONDITIONS ATTACHED AT THAT TIME TO ANY SHARE IN THE CAPITAL OF
THE COMPANY GRANTING PREFERENTIAL, SPECIAL OR DEFERRED RIGHTS OR NOT
GRANTING ANY RIGHTS WITH RESPECT TO DIVIDENDS, THE PROFITS OF THE COMPANY
WHICH SHALL BE DECLARED AS DIVIDENDS SHALL BE DISTRIBUTED ACCORDING TO THE
PROPORTION OF THE NOMINAL VALUE PAID UP ON ACCOUNT OF THE SHARES HELD AT
THE DATE SO APPOINTED BY THE COMPANY, WITHOUT REGARD TO THE PREMIUM PAID IN
EXCESS OF THE NOMINAL VALUE, IF ANY. NO AMOUNT PAID OR CREDITED AS PAID ON
A SHARE IN ADVANCE OF CALLS SHALL BE TREATED FOR PURPOSES OF THIS ARTICLE
AS PAID ON A SHARE.


                                55. INTEREST

         NO DIVIDEND SHALL CARRY INTEREST AS AGAINST THE COMPANY.


                           56. PAYMENT IN SPECIE

         UPON THE DETERMINATION OF THE BOARD OF DIRECTORS, THE COMPANY (I)
MAY CAUSE ANY MONIES, INVESTMENTS, OR OTHER ASSETS FORMING PART OF THE
UNDIVIDED PROFITS OF THE COMPANY, STANDING TO THE CREDIT OF A RESERVE FUND,
OR TO THE CREDIT OF A RESERVE FUND FOR THE REDEMPTION OF CAPITAL, OR IN THE
HANDS OF THE COMPANY AND AVAILABLE FOR DIVIDENDS, OR REPRESENTING PREMIUMS
RECEIVED ON THE ISSUANCE OF SHARES AND STANDING TO THE CREDIT OF THE SHARE
PREMIUM ACCOUNT, TO BE CAPITALIZED AND DISTRIBUTED AMONG SUCH OF THE
SHAREHOLDERS AS WOULD BE ENTITLED TO RECEIVE THE SAME IF DISTRIBUTED BY WAY
OF DIVIDEND AND IN THE SAME PROPORTION, ON THE FOOTING THAT THEY BECOME
ENTITLED THERETO AS CAPITAL, OR MAY CAUSE ANY PART OF SUCH CAPITALIZED FUND
TO BE APPLIED ON BEHALF OF SUCH SHAREHOLDERS IN PAYING UP IN FULL, EITHER
AT PAR OR AT SUCH PREMIUM AS THE RESOLUTION MAY PROVIDE, ANY UNISSUED
SHARES OR DEBENTURES OR DEBENTURE STOCK OF THE COMPANY WHICH SHALL BE
DISTRIBUTED ACCORDINGLY OR IN PAYMENT, IN FULL OR IN PART, OF THE UNCALLED
LIABILITY ON ALL ISSUED SHARES OR DEBENTURES OR DEBENTURE STOCK IF SUCH
LIABILITY EXISTS, ON A PRO RATA BASIS; AND (II) MAY CAUSE SUCH DISTRIBUTION
OR PAYMENT TO BE ACCEPTED BY SUCH SHAREHOLDERS IN FULL SATISFACTION OF
THEIR INTEREST IN THE SAID CAPITALIZED SUM.


               57. IMPLEMENTATION OF POWERS UNDER ARTICLE 56

         FOR THE PURPOSE OF GIVING FULL EFFECT TO ANY RESOLUTION UNDER
ARTICLE 56, AND WITHOUT DEROGATING FROM THE PROVISIONS OF ARTICLE 7(B)
HEREOF, THE BOARD OF DIRECTORS MAY SETTLE ANY DIFFICULTY WHICH MAY ARISE IN
REGARD TO THE DISTRIBUTION AS IT THINKS EXPEDIENT, AND, IN PARTICULAR, MAY
ISSUE FRACTIONAL CERTIFICATES, AND MAY FIX THE VALUE FOR DISTRIBUTION OF
ANY SPECIFIC ASSETS, AND MAY DETERMINE THAT CASH PAYMENTS SHALL BE MADE TO
ANY MEMBERS UPON THE FOOTING OF THE VALUE SO FIXED, OR THAT FRACTIONS OF
LESS VALUE THAN THE NOMINAL VALUE OF ONE SHARE MAY BE DISREGARDED IN ORDER
TO ADJUST THE RIGHTS OF ALL PARTIES, AND MAY VEST ANY SUCH CASH, SHARES,
DEBENTURES, DEBENTURE STOCK OR SPECIFIC ASSETS IN TRUSTEES UPON SUCH TRUSTS
FOR THE PERSONS ENTITLED TO THE DIVIDEND OR CAPITALIZED FUND AS MAY SEEM
EXPEDIENT TO THE BOARD OF DIRECTORS.


                       58. DIVIDEND ON UNPAID SHARES

         WITHOUT DEROGATING FROM ARTICLE 54 HEREOF, THE BOARD OF DIRECTORS
MAY GIVE AN INSTRUCTION WHICH SHALL PREVENT THE DISTRIBUTION OF A DIVIDEND
TO THE REGISTERED HOLDERS OF SHARE THE FULL NOMINAL AMOUNT OF WHICH HAS NOT
BEEN PAID UP.


                         59. RETENTION OF DIVIDENDS

         (A) THE BOARD OF DIRECTORS MAY RETAIN ANY DIVIDEND OR OTHER MONIES
PAYABLE OR PROPERTY DISTRIBUTABLE IN RESPECT OF A SHARE ON WHICH THE
COMPANY HAS A LIEN, AND MAY APPLY THE SAME IN OR TOWARDS SATISFACTION OF
THE DEBTS, LIABILITIES, OR ENGAGEMENTS IN RESPECT OF WHICH THE LIEN EXISTS.

         (B) THE BOARD OF DIRECTORS MAY RETAIN ANY DIVIDEND OR OTHER MONIES
PAYABLE OR PROPERTY DISTRIBUTABLE IN RESPECT OF A SHARE IN RESPECT OF WHICH
ANY PERSON IS, UNDER ARTICLE 21 OR 22, ENTITLED TO BECOME A MEMBER, OR
WHICH ANY PERSON, IS, UNDER SAID ARTICLES, ENTITLED TO TRANSFER, UNTIL SUCH
PERSON SHALL BECOME A MEMBER IN RESPECT OF SUCH SHARE OR SHALL TRANSFER THE
SAME.


                          60. UNCLAIMED DIVIDENDS

         ALL UNCLAIMED DIVIDENDS OR OTHER MONEYS PAYABLE IN RESPECT OF A
SHARE MAY BE INVESTED OR OTHERWISE MADE USE OF BY THE BOARD OF DIRECTORS
FOR THE BENEFIT OF THE COMPANY UNTIL CLAIMED. THE PAYMENT BY THE DIRECTORS
OF ANY UNCLAIMED DIVIDEND OR SUCH OTHER MONEYS INTO A SEPARATE ACCOUNT
SHALL NOT CONSTITUTE THE COMPANY A TRUSTEE IN RESPECT THEREOF . THE
PRINCIPAL (AND ONLY THE PRINCIPAL) OF AN UNCLAIMED DIVIDEND OR SUCH OTHER
MONEYS SHALL BE IF CLAIMED, PAID TO A PERSON ENTITLED THERETO.


                         61. MECHANICS OF PAYMENT

         THE BOARD OF DIRECTORS MAY FIX THE MECHANICS FOR PAYMENT OF
DIVIDENDS AS IT DEEMS FIT. HOWEVER, IF NOTHING TO THE CONTRARY IN THE
RESOLUTION OF THE BOARD OF DIRECTORS, THAN ALL DIVIDENDS OR OTHER MONEYS
PAYABLE IN CASH IN RESPECT OF A SHARE MAY BE PAID BY CHECK OR WARRANT SENT
THROUGH THE POST TO, OR LEFT AT, THE REGISTERED ADDRESS OF THE PERSON
ENTITLED THERETO OR BY TRANSFER TO A BANK ACCOUNT SPECIFIED BY SUCH PERSON
(OR, IF TWO OR MORE PERSONS ARE REGISTERED AS JOINT HOLDERS OF SUCH SHARE
OR ARE ENTITLED JOINTLY THERETO IN CONSEQUENCE OF THE DEATH OR BANKRUPTCY
OF THE HOLDER OR OTHERWISE, TO THE JOINT HOLDER WHOSE NAME IS REGISTERED
FIRST IN THE REGISTER OF MEMBERS OR HIS BANK ACCOUNT OR THE PERSON WHO THE
COMPANY MAY THEN RECOGNIZE AS THE OWNER THEREOF OR ENTITLED THERETO UNDER
ARTICLE 21 OR 22 HEREOF, AS APPLICABLE, OR SUCH PERSON'S BANK ACCOUNT), OR
TO SUCH PERSON AND AT SUCH OTHER ADDRESS AS THE PERSON ENTITLED THERETO MAY
BY WRITING DIRECT. EVERY SUCH CHECK OR WARRANT SHALL BE MADE PAYABLE TO THE
ORDER OF THE PERSON TO WHOM IT IS SENT, OR TO SUCH PERSON AS THE PERSON
ENTITLED THERETO AS AFORESAID MAY DIRECT, AND PAYMENT OF THE CHECK OR
WARRANT BY THE BANKER UPON WHOM IT IS DRAWN SHALL BE A GOOD DISCHARGE TO
THE COMPANY.


                      62. RECEIPT FROM A JOINT HOLDER

         IF TWO OR MORE PERSONS ARE REGISTERED AS JOINT HOLDERS OF ANY
SHARE, OR ARE ENTITLED JOINTLY THERETO IN CONSEQUENCE OF THE DEATH OR
BANKRUPTCY OF THE HOLDER OR OTHERWISE, ANY ONE OF THEM MAY GIVE EFFECTUAL
RECEIPTS FOR ANY DIVIDEND OR OTHER MONEYS PAYABLE OR PROPERTY DISTRIBUTABLE
IN RESPECT OF SUCH SHARE.


                                  ACCOUNTS


                           63. BOOKS OF ACCOUNT

         THE BOARD OF DIRECTORS 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 OF
DIRECTORS MAY THINK FIT, AND THEY SHALL ALWAYS BE OPEN TO INSPECTION BY ALL
DIRECTORS. NO MEMBER, 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 DIRECTORS OR BY ORDINARY
RESOLUTION OF THE COMPANY.


                                 64. AUDIT

         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.


                               65. AUDITORS

         THE APPOINTMENT, AUTHORITIES, RIGHTS AND DUTIES OF THE AUDITOR(S)
OF THE COMPANY, SHALL BE REGULATED BY APPLICABLE LAW, PROVIDED, HOWEVER,
THAT IN EXERCISING ITS AUTHORITY TO FIX THE REMUNERATION OF THE AUDITOR(S),
THE MEMBERS IN GENERAL MEETING MAY, BY ORDINARY RESOLUTION, ACT (AND IN THE
ABSENCE OF ANY ACTION IN CONNECTION THEREWITH SHALL BE DEEMED TO HAVE SO
ACTED) TO AUTHORIZE THE BOARD OF DIRECTORS TO FIX SUCH REMUNERATION SUBJECT
TO SUCH CRITERIA OR STANDARDS, , IF ANY, AS MAY BE PROVIDED IN SUCH
ORDINARY RESOLUTION, AND IF NO SUCH CRITERIA OR STANDARDS ARE SO PROVIDED,
SUCH REMUNERATION SHALL BE FIXED IN AN AMOUNT COMMENSURATE WITH THE VOLUME
AND NATURE OF THE SERVICES RENDERED BY SUCH AUDITOR(S).


                             BRANCH REGISTERS


                           66. BRANCH REGISTERS

         SUBJECT TO AND IN ACCORDANCE WITH THE PROVISIONS OF SECTIONS 71 TO
80, INCLUSIVE, OF THE COMPANIES LAW AND TO ALL ORDERS AND REGULATION ISSUED
THEREUNDER, THE COMPANY MAY CAUSE BRANCH REGISTERS TO BE KEPT IN ANY PLACE
OUTSIDE ISRAEL AS THE BOARD OF DIRECTORS MAY THINK FIT, AND, SUBJECT TO ALL
APPLICABLE REQUIREMENTS OF LAW, THE BOARD OF DIRECTORS MAY FROM TIME TO
TIME ADOPT SUCH RULES AND PROCEDURES AS IT MAY THINK FIT IN CONNECTION WITH
THE KEEPING OF SUCH BRANCH REGISTERS.


                          INDEMNITY AND INSURANCE


                        67. INDEMNITY AND INSURANCE

         SUBJECT TO THE PROVISIONS OF THE COMPANIES LAW WITH REGARD TO SUCH
MATTERS AND TO THE MAXIMUM EXTENT PERMITTED UNDER THE COMPANIES LAW:

         (A) THE COMPANY MAY ENTER INTO A CONTRACT FOR THE INSURANCE OF ALL
OR PART OF THE LIABILITY OF AN OFFICE HOLDER (AS DEFINED IN THE COMPANIES
LAW) WITH RESPECT TO AN OBLIGATION IMPOSED ON SUCH OFFICE HOLDER DUE TO AN
ACT PERFORMED BY HIM IN HIS CAPACITY AS AN OFFICE HOLDER OF THE COMPANY
ARISING FROM ANY OF THE FOLLOWING:

         (I) A BREACH OF HIS DUTY OF CARE TO THE COMPANY OR TO ANOTHER
PERSON.

         (II) A BREACH OF HIS DUTY OF LOYALTY TO THE COMPANY, PROVIDED THAT
THE OFFICE HOLDER ACTED IN GOOD FAITH AND HAD REASONABLE CAUSE TO ASSUME
THAT SUCH ACT WOULD NOT PREJUDICE THE INTERESTS OF THE COMPANY.

         (III) A FINANCIAL LIABILITY IMPOSED ON SUCH OFFICE HOLDER IN FAVOR
OF ANOTHER PERSON.

         (B) THE COMPANY MAY INDEMNIFY, AND MAY UNDERTAKE IN ADVANCE TO
INDEMNIFY, AN OFFICE HOLDER IN RESPECT OF LIABILITY OR EXPENSE SET FORTH IN
SUBPARAGRAPH (C) BELOW, PROVIDED THAT AN ADVANCE UNDERTAKING TO INDEMNIFY
SHALL BE LIMITED TO THOSE CATEGORIES OF EVENTS, AND TO SUCH AMOUNTS, AS THE
BOARD OF DIRECTORS MAY, AT THE TIME OF THE GIVING OF SUCH UNDERTAKING TO
INDEMNIFY, IN ITS OPINION DEEM TO BE REASONABLE UNDER THE CIRCUMSTANCES.

         (C) THE COMPANY MAY INDEMNIFY, AND UNDERTAKE TO INDEMNIFY, AN
OFFICE HOLDER FOR ANY LIABILITY AND EXPENSE THAT MAY BE IMPOSED ON SUCH
OFFICE HOLDER DUE TO AN ACT PERFORMED BY HIM IN HIS CAPACITY AS AN OFFICE
HOLDER AS FOLLOWS:

         (1) A FINANCIAL LIABILITY IMPOSED ON AN OFFICE HOLDER IN FAVOR OF
ANOTHER PERSON BY A COURT JUDGMENT, INCLUDING A COMPROMISE JUDGMENT GIVEN
AS A RESULT OF A SETTLEMENT OR AN ARBITRATOR'S AWARD WHICH HAS BEEN
CONFIRMED BY A COURT; AND

         (2) REASONABLE LITIGATION EXPENSES, INCLUDING ATTORNEYS' FEES,
EXPENDED BY AN OFFICE HOLDER OR WHICH WERE IMPOSED ON AN OFFICE HOLDER BY A
COURT IN PROCEEDINGS INSTITUTED AGAINST HIM BY THE COMPANY OR IN ITS NAME
OR BY ANY OTHER PERSON OR IN A CRIMINAL CHARGE ON WHICH HE WAS ACQUITTED OR
IN A CRIMINAL PROCEEDING IN WHICH HE WAS CONVICTED FOR A CRIMINAL OFFENSE
THAT DOES NOT REQUIRE PROOF OF CRIMINAL INTENT.

         (D) THE COMPANY MAY RELEASE, IN ADVANCE, ALL OR PART OF AN OFFICE
HOLDER'S LIABILITY TO THE COMPANY FOR DAMAGE WHICH ARISES FROM THE BREACH
OF HIS DUTY OF CARE TO THE COMPANY.

         (E) THE PROVISIONS OF THIS ARTICLE 67 ARE NOT INTENDED, AND SHALL
NOT BE INTERPRETED, TO RESTRICT THE COMPANY IN ANY MANNER IN RESPECT OF THE
PROCUREMENT OF INSURANCE AND/OR IN RESPECT OF INDEMNIFICATION (I) IN
CONNECTION WITH ANY PERSON WHO IS NOT AN OFFICE HOLDER, INCLUDING, WITHOUT
LIMITATION, ANY EMPLOYEE, AGENT, CONSULTANT OR CONTRACTOR OF THE COMPANY
WHO IS NOT AN OFFICE HOLDER, AND/OR (II) IN CONNECTION WITH ANY OFFICE
HOLDER TO THE EXTENT THAT SUCH INSURANCE AND/OR INDEMNIFICATION IS NOT
SPECIFICALLY PROHIBITED UNDER LAW; PROVIDED THAT THE PROCUREMENT OF ANY
SUCH INSURANCE AND/OR THE PROVISION OF ANY SUCH INDEMNIFICATION SHALL BE
APPROVED BY THE BOARD OR IN SUCH MANNER AS MAY BE REQUIRED BY THE COMPANIES
LAW.


                                 WINDING UP


                              68. WINDING UP

         IF THE COMPANY IS WOUND UP, THEN SUBJECT TO APPLICABLE LAW AND TO
THE RIGHTS OF THE HOLDERS OF SHARES WITH SPECIAL RIGHTS UPON WINDING UP,
THE ASSETS OF THE COMPANY AVAILABLE FOR DISTRIBUTION AMONG THE MEMBERS
SHALL BE DISTRIBUTED TO THEM IN PROPORTION TO THE RESPECTIVE HOLDINGS OF
THE SHARES IN RESPECT OF WHICH SUCH DISTRIBUTION IS BEING MADE.


                    RIGHTS OF SIGNATURE, STAMP, AND SEAL


                 69. RIGHTS OF SIGNATURE, STAMP, AND SEAL

         (A) THE BOARD OF DIRECTORS SHALL BE ENTITLED TO AUTHORIZE ANY
PERSON OR PERSONS (WHO NEED NOT BE DIRECTORS) TO ACT AND SIGN ON BEHALF OF
THE COMPANY, AND THE ACTS AND SIGNATURE OF SUCH PERSON (S) ON BEHALF OF THE
COMPANY SHALL BIND THE COMPANY INSOFAR AS SUCH PERSON (S) ACTED AND SIGNED
WITHIN THE SCOPE OF HIS OR THEIR AUTHORITY.

         (B) THE BOARD OF DIRECTORS MAY PROVIDE FOR A SEAL. IF THE BOARD OF
DIRECTORS SO PROVIDES, IT SHALL ALSO PROVIDE FOR THE SAFE CUSTODY THEREOF.
SUCH SEAL SHALL NOT BE USED EXCEPT BY THE AUTHORITY OF THE BOARD OF
DIRECTORS 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.

         (C) THE COMPANY MAY EXERCISE THE POWERS CONFERRED BY SECTION 102
OF THE COMPANIES LAW REGARDING A SEAL FOR USE ABROAD, AND SUCH POWERS SHALL
BE VESTED IN THE BOARD OF DIRECTORS.


                                  NOTICES


                                70. NOTICES

         (A) ANY WRITTEN NOTICE OR OTHER DOCUMENT MAY BE SERVED BY THE
COMPANY UPON ANY MEMBER EITHER PERSONALLY OR BY SENDING IT BY PREPAID MAIL
(AIRMAIL IF SENT INTERNATIONALLY) ADDRESSED TO SUCH MEMBER AT HIS ADDRESS
AS DESCRIBED IN THE REGISTER OF MEMBERS. ANY WRITTEN NOTICE OR OTHER
DOCUMENT MAY BE SERVED BY ANY MEMBER UPON THE COMPANY BY TENDERING THE SAME
IN PERSON TO THE SECRETARY OR THE GENERAL MANAGER OR CHIEF EXECUTIVE
OFFICER OF THE COMPANY AT THE PRINCIPAL OFFICE OF THE COMPANY OR BY SENDING
IT BY PREPAID REGISTERED MAIL (AIRMAIL IF POSTED OUTSIDE ISRAEL) TO THE
COMPANY AT IT REGISTERED ADDRESS. ANY SUCH NOTICE OR OTHER DOCUMENT SHALL
BE DEEMED TO HAVE BEEN SERVED FIVE (5) BUSINESS DAYS AFTER IT HAS BEEN
POSTED SEVEN (7) BUSINESS DAYS IF POSTED INTERNATIONALLY), OR WHEN ACTUALLY
TENDERED IN PERSON, TO SUCH MEMBER ( OR TO THE SECRETARY OR THE GENERAL
MANAGER). NOTICE SENT BY CABLEGRAM, TELEX, OR FACSIMILE SHALL BE DEEMED TO
HAVE BEEN SERVED TWO BUSINESS DAYS AFTER THE NOTICE IS, SENT TO THE
ADDRESSEE, OR WHEN IN FACT RECEIVED, WHICHEVER IS EARLIER, NOTWITHSTANDING
THAT IT WAS DEFECTIVELY ADDRESSED OR FAILED, IN SOME OTHER RESPECT, TO
COMPLY WITH THE PROVISIONS OF THIS ARTICLE 70 (A).

         (B) ALL NOTICES TO BE GIVEN TO THE MEMBERS SHALL, WITH RESPECT TO
ANY SHARE TO WHICH PERSONS ARE JOINTLY ENTITLED, BE GIVEN TO WHICHEVER OF
SUCH PERSONS IS NAMED FIRST IN THE REGISTER OF MEMBERS, AND ANY NOTICE SO
GIVEN SHALL BE SUFFICIENT NOTICE TO THE HOLDERS OF SUCH SHARE.

         (C) ANY MEMBER WHOSE ADDRESS IS NOT DESCRIBED IN THE REGISTER OF
MEMBERS, AND WHO SHALL NOT HAVE DESIGNATED IN WRITING DELIVERED TO THE
COMPANY AN ADDRESS FOR THE RECEIPT OF NOTICES, SHALL NOT BE ENTITLED TO
RECEIVE ANY NOTICE FROM THE COMPANY.

         (FOUR)   NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED
                  HEREIN, NOTICE BY THE COMPANY OF A GENERAL MEETING WHICH
                  IS PUBLISHED IN AT LEAST TWO DAILY NEWSPAPERS IN THE
                  STATE OF ISRAEL WITHIN THE TIME OTHERWISE REQUIRED FOR
                  GIVING NOTICE OF SUCH MEETING UNDER ARTICLE 25 HEREOF AND
                  CONTAINING THE INFORMATION REQUIRED TO BE SET FORTH IN
                  SUCH NOTICE UNDER SUCH ARTICLE, SHALL BE DEEMED TO NOTICE
                  OF SUCH MEETING DULY GIVEN, FOR PURPOSES OF THESE
                  ARTICLES, TO ANY MEMBER OF THE COMPANY.


                              71. AMENDMENTS

         EXCEPT AS SET FORTH IN ARTICLES 5, 6 AND 7, THESE ARTICLES MAY BE
AMENDED, REPLACED OR SUPERSEDED ONLY BY A SPECIAL RESOLUTION ADOPTED BY THE
GENERAL MEETING, UNLESS A PROVISION OF THESE ARTICLES REQUIRES A GREATER
MAJORITY.