JOINT
      VENTURE AGREEMENT

     

     

     

     

    BY
      AND
      AMONG

     

    ORBOTECH
      LTD.

     

    AND

     

    VALOR
      COMPUTERIZED SYSTEMS LTD.

     

    


     

     

     

     

    
      	
              DORON
                COHEN - DAVID COHEN 

            	
              I.
                GORNITZKY & CO.

            
	
              LAW
                OFFICES 

            	
              ADVOCATES

            
	
              14
                ABBA HILLEL ROAD 

            	
              45
                ROTHSCHILD BLVD.

            
	
              RAMAT-GAN
                52506

            	
              TEL-AVIV
                65784

            


    

    


     

    seven
      hundred thirty-sixth

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    CONSOLIDATED
      AMENDMENT TO THE JOINT VENTURE AGREEMENT

     

    This
      Consolidated Amendment to the Joint Venture Agreement (this “Amendment”),
      made
      and
      entered into as of the ___ day of September, 1999

     

    BY
      AND BETWEEN

     

    ORBOTECH
      LTD. with
      an
      address at New Industrial Zone, Yavne, Israel

    (hereinafter:
      “Orbotech”)

    of
      the
      one part

     

    AND

     

    VALOR
      COMPUTERIZED SYSTEMS LTD. with
      an
      address at New Industrial

    Zone,
      Yavne, Israel

    (hereinafter:
      “Valor”)

    of
      the
      second part

     

    AND

     

    FRONTLINE
      P.C.B. SOLUTIONS LIMITED PARTNERSHIP with
      an
      address at New
      Industrial Zone, Yavne, Israel

    (hereinafter:
      “Frontline”)

    of
      the
      third part

     

    AND

     

    FRONTLINE
      P.C.B. SOLUTIONS (1998) LTD. with
      an
      address at New Industrial Zone, Yavne, Israel

    (hereinafter:
      “Frontline
      Ltd.”)

    of
      the
      fourth part

    (collectively
      the “Parties”,
      each
      a
“Party”)

     

    
      	WHEREAS:	
              Orbotech
                and Valor entered into a Joint Venture Agreement as of August 10,
                1998
                which Frontline and Frontline Ltd. subsequently became parties to
                and
                which the Parties subsequently amended and/or agreed to amend (such
                Joint
                Venture Agreement as amended, the “JV
                Agreement”); and

            


    

     

    
      	WHEREAS:	
              the
                Parties desire to consolidate the various amendments made to the
                JV
                Agreement to date and further amend the terms thereof, as hereinafter
                set
                forth.

            


    

     

    NOW,
      THEREFORE, in
      consideration of the mutual promises and covenants set forth herein the parties
      hereto agree as follows:

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    -2-

     

    
      	1.	
              Effective
                as of the date hereof, the binding version of the JV Agreement,
                incorporating all amendments thereto made or agreed to by the parties
                to
                date, shall be the Consolidated Version attached hereto as Exhibit
                A.

            


    

     

     

    IN
      WITNESS WHEREOF, the
      parties hereto have executed this Consolidated Amendment as of the day and
      year
      first above written.

     

    
      	
              /s/
                Jaron Lotan

            	 	
              /s/
                S. Dolberg [COMPANY SEAL]

            
	
              ORBOTECH
                LTD.

            	 	
              VALOR
                COMPUTERIZED SYSTEMS LTD.

            
	 	 	 
	
              By:
                _____________________________

            	 	
              By: S.
                Dolberg

            
	
              Title:____________________________

            	 	
              Title:
                C.E.O.

            
	 	 	 
	
              Date:____________________________

            	 	
              Date:
                8/10/99

            


    

    


     

    
      	 	 	 
	
              FRONTLINE
                P.C.B SOLUTIONS LIMITED PARTNERSHIP

            	 	
              FRONTLINE
                P.C.B. SOLUTIONS (1998) LTD.

            
	 	 	 
	
              By:
                /s/ J. Lotan                

            	 	
              By: /s/
                J. Lotan                

            
	
              Frontline
                P.C.B. Solutions (1998) Ltd., general partner

            	 	 
	 	 	 
	
              
                By:
                  _____________________________

              

            	 	 
	 	 	 
	
              
                Title:____________________________

              

            	 	
              Title:
                _________________

            
	 	 	 
	
              
                Date:____________________________

              

            	 	
              Date:
                _________________

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    


     

    
      CONSOLIDATED
        VERSION


    

    
 

    JOINT
      VENTURE AGREEMENT

     

    


     

    BY
      AND
      AMONG

    


    ORBOTECH
      LTD.

    


    AND

    


    VALOR
      COMPUTERIZED SYSTEMS LTD.

    


    


    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        CONSOLIDATED
          VERSION

      

    

    


    TABLE
      OF CONTENTS

     

    
      	 	 	PAGE
              NO.
	
              SECTION
                1 - Definitions

            	
              7

            
	 	 	 
	
              SECTION
                2 - General

            	
              12

            
	
              2.1.

            	
              Purpose
                of the Joint Venture.

            	
              12

            
	
              2.2.

            	
              JV
                Entities.

            	
              12

            
	 	 	 
	
              SECTION
                3 - Formation, Ownership and Capitalization of the JV
                Entities

            	
              12

            
	
              3.1.

            	
              Formation
                of JV Entities.

            	
              12

            
	
              3.2.

            	
              Initial
                Shareholdings in the JV Company.

            	
              12

            
	
              3.3.

            	
              Initial
                Interests in the JVLP.

            	
              13

            
	
              3.4.

            	
              Equity
                Investments in JV Entities.

            	
              13

            
	
              3.5.

            	
              Additional
                Working Capital.

            	
              13

            
	
              3.6.

            	
              Distributions.

            	
              14

            
	 	 	 
	
              SECTION
                4 - JV Assets

            	
              15

            
	
              4.1.

            	
              Availability
                of Assets.

            	
              15

            
	
              4.2.

            	
              Cooperation.

            	
              16

            
	 	 	 
	
              SECTION
                5 - Transfer of Employees, Equipment and Inventory, Purchase Orders
                and
                Warranties

            	
              16

            
	
              5.1.

            	
              Designated
                Employees.

            	
              16

            
	
              5.2.

            	
              Transfer
                of Designated Employees.

            	
              16

            
	
              5.3.

            	
              Refusal
                of Designated Employee.

            	
              17

            
	
              5.4.

            	
              Termination
                of Prior Employment.

            	
              17

            
	
              5.5.

            	
              Satisfaction
                and Waiver of all Prior Undertakings.

            	
              17

            
	
              5.6.

            	
              Release
                by Founding Shareholder.

            	
              17

            
	
              5.7.

            	
              Indemnification
                by the Founding Shareholder.

            	
              17

            
	
              5.8.

            	
              Indemnification
                by the JV.

            	
              17

            
	
              5.9.

            	
              Transfer
                of Equipment and Other Inventory.

            	
              18

            
	
              5.10.

            	
              Purchase
                Orders and Warranty Commitments.

            	
              18

            
	
              5.11.

            	
              Transferred
                Warranties - Local Service Provider and

            	 
	 	
              Transfer
                of Purchase Price.

            	
              18

            
	
              5.12.

            	
              Bundled
                Purchase Orders.

            	
              18

            
	
              5.13.

            	
              “Effective”
                Transfer or Assumption.

            	
              18

            
	 	 	 
	
              SECTION
                6 - JV Development Principles

            	
              19

            
	
              6.1.

            	
              General
                Principles.

            	
              19

            
	
              6.2.

            	
              Support
                for Orbotech’s Products.

            	
              20

            
	
              6.3.

            	
              Support
                for Valor’s Products.

            	
              20

            
	
              6.4.

            	
              Interfaces
                for Other Products.

            	
              21

            
	 	 	 


    

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

        CONSOLIDATED
          VERSION

      

    

    


    
      	 	 	
              PAGE
                NO.

            
	 	 	 
	
              6.5.

            	
              Additional
                Developments Benefiting Orbotech or Valor.

            	
              21

            
	
              6.6.

            	
              JV
                Development Products.

            	
              21

            
	
              6.7.

            	
              Termination.

            	
              21

            
	 	 	 
	
              SECTION
                7 - Sales and Customer Support

            	
              21

            
	
              7.1.

            	
              Sales
                and Customer Support Agents.

            	
              21

            
	
              7.2.

            	
              Conditions
                to Maintain Sales Rights.

            	
              22

            
	
              7.3.

            	
              Interfaces
                for Other Products.

            	
              22

            
	
              7.4.

            	
              JV/Orbotech
                Interface Products.

            	
              23

            
	
              7.5.

            	
              Valor
                Subsidiaries.

            	
              23

            
	
              7.6.

            	
              Assignment
                of Sales, Agency and Customer Agreements.

            	
              23

            
	
              7.7.

            	
              Service
                Continuity.

            	
              23

            
	
              7.8.

            	
              “Effective”
                Assignment.

            	
              23

            
	
              7.9.

            	
              OEM
                Arrangements.

            	
              24

            
	
              7.10.

            	
              Inconsistent
                Arrangements.

            	
              24

            
	
              7.11.

            	
              Agency
                Agreements Warranty.

            	
              24

            
	
              7.12.

            	
              Marketing
                Subsidiaries.

            	
              25

            
	 	 	 
	
              SECTION
                8 - Representations, Warranties and Undertakings of the
                Parties

            	
              24

            
	 	 	 
	
              8.1.

            	
              Due
                Incorporation.

            	
              25

            
	
              8.2.

            	
              Due
                Authorization.

            	
              25

            
	
              8.3.

            	
              Ownership
                of the JV Assets.

            	
              25

            
	
              8.4.

            	
              Liabilities.

            	
              25

            
	
              8.5.

            	
              Actions.

            	
              26

            
	
              8.6.

            	
              IP
                Rights.

            	
              26

            
	
              8.7.

            	
              Material
                Assets.

            	
              27

            
	
              8.8.

            	
              1997
                Revenue.

            	
              27

            
	
              8.9.

            	
              No
                Misleading Statement.

            	
              27

            
	
              8.10.

            	
              Founding
                Shareholder Cooperation.

            	
              27

            
	
              8.11.

            	
              No
                Assumption of Liability.

            	
              27

            
	 	 	 
	
              SECTION
                9 - Governance of the JV Entities

            	
              28

            
	
              9.1.

            	
              General
                Principles.

            	
              28

            
	
              9.2.

            	
              Board
                of Directors; Executive Committee.

            	
              28

            
	
              9.3.

            	
              Budget.

            	
              30

            
	
              9.4.

            	
              General
                Managers.

            	
              30

            
	
              9.5.

            	
              Management
                and Officers.

            	
              30

            
	
              9.6.

            	
              Major
                Decisions — Shareholders.

            	
              31

            
	
              9.7.

            	
              Major
                Decisions — Board of Directors.

            	
              32

            
	
              9.8.

            	
              Reports.

            	
              33

            
	 	 	 
	
              SECTION
                10 - Intellectual Property

            	
              35

            
	
              10.1.

            	
              Intellectual
                Property Owned/Retained by Orbotech

            	 
	 	
              and
                Valor.

            	
              35

            
	 	 	 


    

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

        CONSOLIDATED
          VERSION

      

    

    


    
      	 	 	
              PAGE
                NO.

            
	 	 	 
	
              10.2.

            	
              Intellectual
                Property Developed by the JV.

            	
              35

            
	
              10.3.

            	
              Enforcement
                of Rights.

            	
              35

            
	
              10.4.

            	
              Further
                Agreements.

            	
              36

            
	
              10.5.

            	
              Chief
                Scientist Funding.

            	
              36

            
	 	 	 
	
              SECTION
                11 - Non-Competition, Corporate Opportunities

            	
              36

            
	
              11.1.

            	
              Non-Competition
                of Founding Shareholders with the

            	 
	 	
              Joint
                Venture.

            	
              36

            
	
              11.2.

            	
              Non-Competition
                of the JV Entities with Founding

            	 
	 	
              Shareholders.

            	
              37

            
	
              11.3.

            	
              Deleted

            	
              37

            
	
              11.4.

            	
              Purchase
                of
                EIT and other CAM Opportunities by the

            	 
	 	
              Parties.

            	
              37

            
	
              11.5.

            	
              “directly
                or indirectly”.

            	
              38

            
	
              11.6.

            	
              Corporate
                Opportunities.

            	
              39

            
	
              11.7.

            	
              Remedies.

            	
              39

            
	
              11.8.

            	
              Employees.

            	
              39

            
	
              11.9.

            	
              Termination
                upon Liquidation

            	
              39

            
	 	 	 
	
              SECTION
                12 - Dispute Resolution

            	
              40

            
	
              12.1.

            	
              Dispute.

            	
              40

            
	
              12.2.

            	
              Appointment
                of Arbitrator.

            	
              40

            
	
              12.3.

            	
              Court
                Jurisdiction.

            	
              40

            
	 	 	 
	
              SECTION
                13 - Term

            	
              41

            
	
              13.1.

            	
              Term.

            	
              41

            
	
              13.2.

            	
              Breach.

            	
              41

            
	
              13.3.

            	
              Survival.

            	
              41

            
	 	 	 
	
              SECTION
                14 - Closing

            	
              41

            
	
              14.1.

            	
              Conditions
                Precedent.

            	
              41

            
	
              14.2.

            	
              Each
                Founding Shareholder’s Conditions to the Closing.

            	
              42

            
	
              14.3.

            	
              Closing.

            	
              42

            
	
              14.4.

            	
              Transactions
                at Closing.

            	
              42

            
	
              14.5.

            	
              Outside
                Closing Date.

            	
              43

            
	 	 	 
	
              SECTION
                15 - Post Closing Covenants

            	
              43

            
	
              15.1.

            	
              Transition.

            	
              43

            
	
              15.2.

            	
              Access
                to
                Information.

            	
              44

            
	 	 	 
	
              SECTION
                16 - Transfer of Shares; Exit Arrangements

            	
              44

            
	
              16.1.

            	
              Transfer
                of Shares.

            	
              44

            
	
              16.2.

            	
              Right
                of First Negotiation; Open Negotiation Period.

            	
              45

            
	
              16.3.

            	
              Right
                of First Refusal; Right to Tag Along.

            	
              46

            
	
              16.4.

            	
              Right
                of Approval.

            	
              47

            
	 	 	 


    

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

        CONSOLIDATED
          VERSION

      

    

    


    
      	 	 	
              PAGE
                NO.

            
	 	 	 
	
              16.5.

            	
              Certain
                Permitted Transfers.

            	
              48

            
	
              16.6.

            	
              Change
                in Control.

            	
              50

            
	
              16.7.

            	
              Sell-Buy
                Procedure.

            	
              51

            
	
              16.8.

            	
              Closing;
                Directors.

            	
              52

            
	
              16.9.

            	
              Selling
                Shareholder’s Obligations.

            	
              53

            
	 	 	
               

            
	
              SECTION
                17 - Indemnification

            	
              53

            
	
              17.1.

            	
              Indemnification
                by Orbotech.

            	
              53

            
	
              17.2.

            	
              Indemnification
                by Valor.

            	
              54

            
	 	 	
               

            
	
              SECTION
                18 - Confidentiality

            	
              54

            
	
              18.1.

            	
              Publicity.

            	
              54

            
	
              18.2.

            	
              Confidentiality.

            	
              54

            
	 	 	
               

            
	
              SECTION
                19 - Waiver of Claims

            	
              55

            
	
              19.1.

            	
              Waiver
                by Founding Shareholders.

            	
              55

            
	
              19.2.

            	
              No
                Claims Assigned.

            	
              55

            
	
              19.3.

            	
              Claims
                Affiliates Defined.

            	
              55

            
	 	 	
               

            
	
              SECTION
                20 - General Provisions

            	
              56

            
	
              20.1.

            	
              Relationship
                of the Parties.

            	
              56

            
	
              20.2.

            	
              Assignment.
                

            	
              56

            
	
              20.3.

            	
              Taxes.

            	
              56

            
	
              20.4.

            	
              Force
                Majeure.

            	
              56

            
	
              20.5.

            	
              Notice.

            	
              56

            
	
              20.6.

            	
              Entire
                Agreement and Amendment.

            	
              56

            
	
              20.7.

            	
              Severability.

            	
              56

            
	
              20.8.

            	
              Governing
                Law.

            	
              57

            
	
              20.9.

            	
              Non-waiver
                of
                Rights.

            	
              57

            
	
              20.10.

            	
              Headings.

            	
              57

            
	
              20.11.

            	
              Counterparts.

            	
              57

            
	
              20.12.

            	
              Further
                Assurances.

            	
              57

            
	
              20.13.

            	
              Expenses.

            	
              57

            
	
              20.14.

            	
              No
                Third Party Beneficiary.

            	
              57

            


    

    


    APPENDICES

    


    

      
        
          
          

        

        
          -5-

          
            

          

        

        
          
          

          CONSOLIDATED
            VERSION

        

      




    JOINT
      VENTURE AGREEMENT

    


    


    This
      Joint Venture Agreement (this “Agreement”),
      

    made
      and
      entered into as of the 10th day of August, 1998

    


    BY
      AND BETWEEN

    


    ORBOTECH
      LTD.
      with an
      address at New Industrial Zone, Yavne, Israel

    


    (hereinafter:
      “Orbotech”)

    of
      the
      one part

    


    AND

    


    VALOR
      COMPUTERIZED SYSTEMS LTD. with
      an
      address at New Industrial 

    Zone,
      Yavne, Israel

    


    (hereinafter:
      “Valor”)

    of
      the
      other part

    (collectively
      the “Parties”,
      each a
“Party”)

     

    


    


    
      	
              WHEREAS:

            	
              Orbotech
                is engaged, inter alia, in the development, manufacturing, marketing,
                sale
                and after sales support of automated optical inspection (“AOI”)
                systems, computer aided manufacturing (“CAM”)
                and archiving systems, plotters and direct imaging systems for use
                in the
                manufacture of printed circuit boards (“PCBs”)
                and of AOI systems for use in the manufacture of multi-chip modules
                and
                flat panel displays and in the processes involved in the mounting
                of PCBs
                with electronic components; and

            


    

     

    
      	WHEREAS: 	
              Valor
                is engaged, inter alia, in the development, manufacturing, marketing,
                sale
                and after sales support of data management and archiving
                systems for use in the design of PCBs, design for manufacturing,
                simulation and analysis tools for use in PCB layout, CAM and archiving
                systems for use in the manufacture of PCBs and CAM systems for use
                in the
                mounting of PCBs with electronic components;
                and

            


    

    


    
      	
              WHEREAS:

            	
              The
                Parties derive revenue from their CAM and archiving activities from
                sales
                and after sales support; and

            


    

    


    
      	
              WHEREAS:

            	
              Each
                Party’s CAM and archiving systems for use in the manufacture of PCBs are
                based on intellectual property which is subject to claims of ownership
                by
                the other Party, which claims have been brought before courts in
                Israel
                and the United States and the Parties have resolved to acknowledge
                that
                their respective CAM and archiving systems for use in the manufacture
                of
                PCBs 

            


    

    


    
      
        
          
          

        

        
          -6-

          
            

          

        

        
          
          

          CONSOLIDATED
            VERSION

        

      

    

     

    are
      based on intellectual property which is jointly
      owned and to waive and dismiss their respective claims with respect thereto,
      all
      subject and pursuant to the terms of this Agreement; and

    


    
      	
              WHEREAS:

            	
              Orbotech
                and Valor desire to enter into a joint venture (the “Joint
                Venture”)
                to consolidate their efforts in the development, manufacturing, marketing,
                sale and after sales support of CAM and archiving systems for use
                in the
                manufacture of PCBs so as to become a world leader in such field
                while
                retaining all their respective rights relating to all other uses
                and all
                other developments and products in which each of them is or may become
                engaged, all upon the terms and conditions set forth
                below.

            


    

    


    NOW,
      THEREFORE, in
      consideration of the mutual promises and covenants set forth herein the parties
      hereto agree as follows:

    


    


    SECTION
      1

    Definitions

    


    The
      following terms in this Agreement shall have the meaning ascribed to them as
      follows:

    


    1.1. “Action”
-
      as
      set forth in Section 8.5 hereof.

    


    1.2. “Additional
      Working Capital”
-
      as
      set forth in Section 3.5 hereof.

    


    1.3. “Affiliates”
-
      with
      respect to any Party, an entity controlled by, controlling, or under common
      control with such Party. For purposes hereof, “control” of an entity shall mean
      the ownership of: (1) more than 50% of the equity securities (or similar
      interests) of the entity; and (2) more than 50% of the right to participate
      in
      the entity’s profits and assets upon liquidation or winding-up; and (3) the
      right to appoint more than 50% of the members of the board of directors (or
      similar governing body) of such entity.

    


    1.4. “AOI”
-
      automated optical inspection.

    


    1.5. “Appraiser”
      - as set forth in Section 16.5.3.2 hereof.

    


    1.6. “Arbitrator”
-
      as
      set forth in Section 12.2 hereof.

    


    1.7. “Authority”
-
      as
      set forth in Section 8.5 hereof.

    


    1.8. “Beneficial
      Interests”
-
      as
      set forth in Section 16.1.1 hereof.

    


    1.9. “Board”
-
      as
      set forth in Section 9.2.1 hereof.

    


    


    
      
        
          
          

        

        
          -7-

          
            

          

        

        
          
          

          CONSOLIDATED
            VERSION

        

      

    

    


    1.10. “Budget”
-
      as
      set forth in Section 9.3 hereof.

    


    1.11. “Buy
      Offer”
-
      as
      set forth in Section 16.7.3 hereof.

    


    1.12. “CAM”
-
      computer aided manufacturing.

    


    1.13. “Change
      in Control”
      - as set forth in Section 16.6.3 hereof.

    


    1.14. “Changed
      Shareholder”
      - as set forth in Section 16.6.1 hereof.

    


    1.15. “Claims
      Affiliates”
      - as set forth in Section 19.3 hereof.

    


    1.16. “Closing”
-
      the
      closing of the transactions hereunder.

    


    1.17. “Closing
      Date”
-
      the
      seventh (7th) business day following the day in which both Founding Shareholders
      have confirmed in writing that all Conditions Precedent pursuant to Section
      14
      hereof have either been satisfied or waived.

    


    1.18. “CMs”
-
      contract manufacturer.

    


    1.19. “Confidential
      Information”
-
      as
      set forth in Section 18.2 hereof.

    


    1.20. “Conditions
      Precedent”
-
      as
      set forth in Section 14.1 hereof.

    


    1.21. “Controlling
      Group
      of Valor”
-
      as
      set forth in Appendix 16.6.3

    


    1.22. “Designated
      Employees”
-
      as
      set forth in Section 5.1 hereof.

    


    1.23. 
      Deleted

    1.24. “directly
      or indirectly”
-
      as
      set forth in Section 11.5 hereof for purposes of Section 11.

    


    1.25. “Directors”
-
      as
      set forth in Section 9.2.1 hereof.

    


    1.26. “Dispute
      Notice”
-
      as
      set forth in Section 12.1 hereof.

    


    1.27. “EIT”
-
      Electronic Imaging Technologies Co. Ltd.

    


    1.28. “Executive
      Committee”
-
      as
      set forth in Section 9.2.3 hereof.

    


    1.29. “Execution
      Date”
-
      the
      date set forth above in the preamble to this Agreement.

    


    1.30. “Exercise
      Notice”
-
      as
      set forth in Section 16.3.2 hereof.

    


    1.31. “First
      Negotiation Notice”
-
      as
      set forth in Section 16.2.1 hereof.

    


    


    
      
        
          
          

        

        
          -8-

          
            

          

        

        
          
          

          CONSOLIDATED
            VERSION

        

      

    

    


    1.32. “First
      Negotiation Period”
-
      as
      set forth in Section 16.2.2 hereof.

    


    1.33. “Founding
      Shareholder(s)”
-
      as
      set forth in Section 2.2 hereof.

    


    1.34. “Founding
      Shareholder Conditions”
-
      as
      set forth in Section 14.2 hereof.

    


    1.35. “Founding
      Shareholder Holding Period”
-
      as
      set forth in Section 11.1 hereof.

    


    1.36. “Founding
      Shareholder NC Period”
-
      as
      set forth in Section 11.1 hereof.

    


    1.37. “Independent
      Director”
-
      as
      set forth in Section 9.2.6 hereof.

    


    1.38. “IP
      Developments”
-
      as
      set forth in Section 10.2 hereof.

    


    1.39. “IP
      Rights”
-
      as
      set forth in Section 10.1 hereof.

    


    1.40. “Joint
      Venture”
-
      as
      set forth in the Preamble hereof.

    


    1.41. “JV
      Activities”
-
      as
      set forth in Section 2.1 hereof.

    


    1.42. “JV
      Assets”
-
      as
      set forth in Section 4.1 hereof.

    


    1.43. “JV
      Company”
-
      as
      set forth in Section 2.2 hereof.

    


    1.44. “JV
      Development Products”
-
      as
      set forth in Section 2.1 hereof.

    


    1.45. “JV
      Entities/JV/JV Entity”
-
      as
      set forth in Section 2.2 hereof.

    


    1.46. “JV
      Existing Products”
-
      as
      set forth in Section 2.1 hereof.

    


    1.47. “JV
      Future Products”
-
      as
      set forth in Section 2.1 hereof.

    


    1.48. “JVLP”
-
      as
      set forth in Section 2.2 hereof.

    


    1.49. “JV/Orbotech
      Formats and Interfaces”
-
      as
      set forth in Section 6.2.1 hereof.

    


    1.50. “JV
      Products”
-
      as
      set forth in Section 2.1 hereof.

    


    1.51. “JV/Valor
      Formats and Interfaces”
-
      as
      set forth in Section 6.3.1. hereof.

    


    1.52. “Minimum
      Distribution Amount”
-
      as
      set forth in Section 3.6.3.

     

    1.53.
       Deleted

     

    1.54. “No
      Sale Period”
-
      as
      set forth in Section 16.1.1 hereof.

    


    
      
        
          
          

        

        
          -9-

          
            

          

        

        
          
          

          CONSOLIDATED
            VERSION

        

      

    

    


    


    1.55. “OCS”
-
      as
      set forth in Section 10.5 hereof.

    


    1.56. “OEM”
-
      original equipment manufacturer.

    


    1.57. “Orbotech
      Indemnified Persons”
-
      as
      set forth in Section 17.1 hereof.

    


    1.58. “Other
      Founding Shareholder”
-
      as
      set forth in Section 16.2.1 hereof.

    


    1.59. “Other
      Shareholder”
-
      as
      set forth in Section 16.6.1 hereof.

    


    1.60. “Open
      Negotiation Period”
-
      as
      set forth in Section 16.2.3 hereof.

    


    1.61. “Party/Parties”
-
      as
      set forth in the Preamble and Section 3.1 hereof.

    


    1.62. “PCB”
-
      printed circuit board.

    


    1.63. “PCB
      Assembly”
-
      the
      mounting of bare PCBs with electronic components and all processes involved
      therewith. For the removal of doubt, “PCB Assembly” does not include the
      assembly and/or packaging of bare wafers in the “back-end” of the semiconductor
      industry.

    


    1.64. “PCB
      Assembly Entities”
-
      any
      business, entity or division within the electronics and/or manufacturing
      industry, which is engaged in PCB Assembly activities and/or services,
      including, but not be limited to, PCB Assembly departments in electronic
      original equipment manufacturers (“OEMs”),
      PCB
      Assembly operations or departments of independent contract manufacturers
      (“CMs”),
      PCB
      Assembly departments or subsidiaries of PCB Fabrication Entities and service
      bureaus engaged in PCB Assembly activities and/or services such as solder paste
      stencil design and fabrication. However, PCB Fabrication Entities or PCB Design
      Entities owned by OEMs and/or PCB Assembly Entities shall not be considered
      PCB
      Assembly Entities.

    


    1.65. “PCB
      Design”
-
      the
      physical layout design of PCBs, commencing with the reception of PCB schematic
      data and ending with the generation of layout data for PCB Fabrication and
      PCB
      Assembly.

    


    1.66. “PCB
      Design Entities”
-
      any
      business, entity or division within the electronics and/or manufacturing
      industry which is engaged in PCB Design activities and/or services, including,
      but not limited to, PCB Design departments in electronic OEMs, independent
      PCB
      layout service bureaus, PCB Design departments of CMs and PCB Design departments
      or subsidiaries of PCB Fabrication Entities. However, PCB Fabrication Entities
      or PCB Assembly Entities owned by OEMs and/or PCB Design

    


    
      
        
          
          

        

        
          -10-

          
            

          

        

        
          
          

          CONSOLIDATED
            VERSION

        

      

    

     

    Entities
      shall not be considered PCB Design
      Entities.

     

    1.67. “PCB
      Fabrication”
-
      all
      manufacturing processes of a bare PCB, commencing with preparation and
      optimization of the bare board production data (also known as pre-production
      and/or planning and/or engineering and/or CAM processes) and ending with
      delivery of the finished and tested bare PCB.

    


    1.68. “PCB
      Fabrication Entities”
-
      any
      business, entity or division within the electronics and/or manufacturing
      industry which is engaged in PCB Fabrication activities and/or services,
      including but not limited to PCB Fabrication departments in electronic OEMs,
      PCB
      Fabrication departments of CMs, PCB Fabrication departments or subsidiaries
      of
      PCB Design and/or PCB Assembly Entities or of entities which also have PCB
      Design and/or PCB Assembly departments or subsidiaries. In addition, any
      business, entity or division engaged in the provision of services to PCB
      Fabrication Entities, such as, film plotting service bureaus, testing or AOI
      service bureaus, drill and rout service bureaus, shall be considered a PCB
      Fabrication Entity. However, PCB Assembly Entities or PCB Design Entities owned
      by OEMs and/or PCB Fabrication Entities shall not be considered PCB Fabrication
      Entities.

    


    1.69. “Permitted
      Transferee”
-
      as
      set forth in Section 16.5.1 hereof.

    


    1.70. “R&D”
-
      research and development.

    


    1.71. “Right
      of Approval”
-
      as
      set forth in Section 16.4.1 hereof.

    


    1.72. “Right
      of First Refusal”
-
      as
      set forth in Section 16.3 hereof.

    


    1.73. “Rights
      Notice”
-
      as
      set forth in Section 16.3.1 hereof.

    


    1.74. “Right
      to Tag Along”
-
      as
      set forth in Section 16.3 hereof.

    


    1.75. “Sale”
-
      as
      set forth in Section 16.9.1 hereof.

    


    1.76. “Secondment
      Agreement”
-
      as
      set forth in Section 5.2 hereof.

    


    1.77. “Sell-Buy
      Notice”
-
      as
      set forth in Section 16.6.2 hereof.

    


    1.78. “Selling
      Shareholder”
-
      as
      set forth in Section 16.8 hereof.

     

    1.79. “Terms
      Agreement”
-
      as
      set forth in Section 16.3 hereof.

    


    1.80. “Transferee”
-
      as
      set forth in Section 16.3 hereof.

    


    1.81. “Transferor”
-
      as
      set forth in Section 16.2.1 hereof.

    


    
      
        
          
          

        

        
          -11-

          
            

          

        

        
          
          

          CONSOLIDATED
            VERSION

        

      

    

    


    


    1.82. “Valor
      Indemnified Persons”
-
      as
      set forth in Section 17.2 hereof.

    


    1.83. “Valuation”
-
      as
      set forth in Section 16.5.3.2 hereof.

    


    


    SECTION
      2

    General

    


    
      	
              2.1.

            	
              Purpose
                of the Joint Venture.
                Subject to the provisions of this Agreement, the purpose of the Joint
                Venture shall be to develop, manufacture, assemble and integrate,
                market,
                distribute, service and support and provide related services (e.g.,
                customization, consulting and audits) with respect to, (a) all of
                the
                existing (including earlier generation) CAM and archiving products
                of the
                Parties listed in Appendix
                2.1(a)
                for use in PCB Fabrication (the “JV
                Existing Products”);
                (b) all of the CAM and archiving products of the Parties under development
                (including new releases and updates and additional, next generation
                and
                more advanced products) which are listed in Appendix
                2.1(b)
                for use in PCB Fabrication (“JV
                Development Products”);
                and (c) any
                and all other CAM and archiving systems which may be developed in
                the
                future for use in PCB Fabrication (“JV
                Future Products”)
                (collectively, the “JV
                Products”)
                and to become a world leader in activities related to CAM and archiving
                systems for use by PCB Fabrication Entities in PCB Fabrication, all
                pursuant to the terms of this Agreement (collectively, the “JV
                Activities”);
                and (d) to engage in such other activities as may be agreed subject
                to
                Section 11.2 hereunder.

            


    

    


    
      	
              2.2.

            	
              JV
                Entities.
                The JV and the JV Activities shall be undertaken by a limited partnership
                (the “JVLP”)
                and a private limited company (the “JV
                Company”),
                each to be registered and incorporated in Israel at or prior to the
                Closing, as more fully described in Section 3 hereof. (The parties
                are
                sometimes referred to collectively as the “Founding
                Shareholders”,
                and each as a “Founding
                Shareholder”.
                The JV Company and the JVLP are referred to herein collectively as
                the
                “JV
                Entities”
                or the “JV”,
                and each as a “JV
                Entity”.)

            


    

    


    


    SECTION
      3

    Formation,
      Ownership and Capitalization of the JV Entities

    


    
      	
              3.1.

            	
              Formation
                of JV Entities.
                At or prior to the Closing, the Parties shall form the JV Company
                and the
                JVLP by executing and registering the formation documents set forth
                in
                Section 14.4 hereof. Upon such formation, each of the JV Entities
                shall
                become a party to this Agreement by executing the JV Entities’ signature
                page annexed hereto, (each of the JV Entities are hereinafter sometimes
                referred to as a “Party”;
                and, collectively with the Founding Shareholders, the “Parties”).

            


    

    


    
      
        
          
          

        

        
          -12-

          
            

          

        

        
          
          

          CONSOLIDATED
            VERSION

        

      

    

    


    


    
      	
              3.2.

            	
              Initial
                Shareholdings in the JV Company.
                The initial shareholdings of the JV Company shall be as
                follows:

            


    

    


    
      	
              SHAREHOLDER

            	
              CLASS

            	
              NUMBER
                

              OF
                SHARES

            	
              PERCENTAGE

            
	
              Orbotech

            	
              Ordinary

            	
              50

            	
              50%

            
	
              Valor 

            	
              Ordinary

            	
              50

            	
              50%

            


    

    


    
      	
              3.3.

            	
              Initial
                Interests in the JVLP.
                The initial partnership interests in the JVLP shall be
                follows:

            


    

    


    
      	
              ENTITY

            	
              STATUS

            	
              PARTNERSHIP

              INTEREST

            
	
              JV
                Company

            	
              General
                partner

            	
              1.0%

            
	
              Orbotech

            	
              Limited
                partner

            	
              49.5%

            
	
              Valor

            	
              Limited
                partner

            	
              49.5%

            


    

    


    
      	
              3.4.

            	
              Equity
                Investments in JV Entities.
                At the Closing, the Founding Shareholders shall purchase shares and
                partnership interests in the JV Entities and the JV Company will
                purchase
                a partnership interest in the JVLP for such nominal consideration
                as will
                be agreed between the Founding Shareholders. In the event additional
                equity investments are required in the future in order to comply
                with the
                requirements of the Israeli Investment Center with respect to Approved
                Enterprises, such investments shall be made pro-rata by the Founding
                Shareholders.

            


    

    


    
      	
              3.5.

            	
              Additional
                Working Capital.
                To the extent that the JV Entities shall require working capital
                in excess
                of that provided from the operations of the JV (“Additional
                Working Capital”),
                the JV shall acquire such Additional Working Capital by means of
                a bank
                loan or a line of credit. If required, such bank loan or line of
                credit
                shall be secured, pro-rata, against the Founding Shareholders’ holdings in
                the JV. In the event that it shall not be reasonably commercially
                possible
                for the JV to acquire a bank loan or line of credit as aforesaid,
                Orbotech
                shall provide an acceptable guarantee of all of such bank loan or
                line of
                credit provided that:

            


    

    


    
      	
              3.5.1.

            	
              Orbotech
                shall be granted a security interest in Valor’s interests in the JV
                superior to and with priority over any other security interest; provided
                however, that Orbotech’s security interest shall not have priority over a
                security interest granted to a financial institution which previously
                provided any of Valor’s share of Additional Working Capital, or as shall
                otherwise be agreed upon by Orbotech and
                Valor;

            


    

    


    
      	
              3.5.2.

            	
              Orbotech’s
                obligations hereunder with respect to Additional Working Capital
                shall in
                no event exceed $3 Million in the aggregate and with respect to Valor’s
                pro-rata interest in the Additional Working Capital shall in no event
                exceed $1.5 Million in the 

            


    

    


    
      
        
          
          

        

        
          -13-

          
            

          

        

        
          
          

          CONSOLIDATED
            VERSION

        

      

    

     

     

    aggregate;
      and

     

    
      	
              3.5.3.

            	
              Valor
                shall repay any such loan and/or release Orbotech from any such guarantee
                with respect to Valor’s pro-rata interest in the Additional Working
                Capital on or before the earlier to occur of: (a) the third (3rd)
                anniversary of the Closing Date; or (b) sixty (60) days from the
                closing
                of a public offering of securities of Valor in Israel or abroad.
                In the
                event that Valor shall fail to do so, Orbotech shall be free to execute
                the above security interest on Valor’s interest in the JV.

               

            


    

    
      	 	
              In
                the event the JV Entities shall require working capital in excess
                of that
                provided for above (after full utilization of the bank loan or line
                of
                credit guaranteed by Orbotech), the Founding Shareholders will contribute
                or otherwise provide, pro-rata, the Additional Working Capital; provided
                however, that in the event that the amount so contributed by any
                Founding
                Shareholder pursuant to the above shall exceed $750,000 in the aggregate,
                such Founding Shareholder shall (notwithstanding the provisions of
                Section
                11.9 below but subject to the next following sentence) be entitled
                to
                apply for dissolution or liquidation of the JVLP and upon such application
                shall not be required to make any further contributions. Such application
                may be made only after written notification to the other Founding
                Shareholder and only if such other Founding Shareholder has not agreed
                within 20 business days of such notice, by written notice, to make
                or
                otherwise provide for such excess
                contribution.

            


    

    


    
      	
              3.6.

            	
              Distributions.
                All of the JVLP’s revenues, profits and losses belong to the partners
                thereof and will be allocated among them. Cash or approved credit
                available for distribution will be distributed to the partners on
                an
                on-going quarterly basis subject
                to
                the following:

            


    

    


    
      	
              3.6.1.

            	
              The
                retention by the JVLP of sufficient cash or approved credit to cover
                the
                expenses of the JV (disregarding any expected income) through the
                end of
                the immediately succeeding three months period as set forth in the
                Budget;

            


    

    


    
      	
              3.6.2.

            	
              During
                the first six months following the Closing, a monthly distribution
                of
                $600,000 will be made, subject to the provisions of Section 3.6.1
                above,
                as an advance on the quarterly distribution;
                and

            


    

    


    
      	
              3.6.3.

            	
              Any
                amount available for distribution in any quarter in excess of the
“Minimum
                Distribution Amount” shall be used to
                repay

            


    

    


    
      
        
          
          

        

        
          -14-

          
            

          

        

        
          
          

          CONSOLIDATED
            VERSION

        

      

    

    


     

    any
      outstanding loans or credit facilities not
      extended or guaranteed in equal pro-rata amounts by Orbotech and
      Valor.

     

    
      	 	
              “Minimum
                Distribution Amount”
                shall mean, $4,000,000 per quarter provided
                that
                the Minimum Distribution Amount for any quarter shall be increased
                (or
                decreased) by the excess (or deficiency) of the aggregate of all
                prior
                Minimum Distribution Amounts over
                all prior distributions to
                partners.

            


    

    


    
      	 	
              For
                the removal of doubt it is hereby clarified that the above is solely
                for
                the purpose of defining the terms of repayment of outstanding loans
                or
                credit facilities not extended or guaranteed in equal pro-rata amounts
                by
                Orbotech and Valor and is not intended to serve as an indication
                of the
                Budget of the JV or of any
                distribution.

            


    

    


    


    SECTION
      4

    JV
      Assets

    


    
      	
              4.1.

            	
              Availability
                of Assets.
                Effective as of the
                Closing Date, subject to the terms and conditions herein set forth,
                each
                Party shall make available to the JV the following assets, properties
                and
                business and the following obligations with respect to the JV Existing
                Products and JV Development Products (the “JV
                Assets”),
                in an orderly fashion so as to enable the JV Entities to begin immediate
                operation and full use thereof in the JV Activities, and each Party
                shall
                retain all other rights with respect to such items subject only to
                its
                non-compete obligations set forth in Section 11
                hereof:

            


    

    


    
      	
              4.1.1.

            	
              Its
                customer and supplier lists, records and files (including, without
                limitation, regulatory approvals, testing and quality assurance records,
                complaint and return histories, sales and marketing plans, price
                lists
                repair or service manuals, business plans, fire, safety or environmental
                reports).

            


    

    


    
      	
              4.1.2.

            	
              Trademarks
                or applications for trademarks of the JV Existing Products or JV
                Development Products, including names which it has a contractual
                right to
                use.

            


    

    


    
      	
              4.1.3.

            	
              Its
                “IP Rights”, as defined in, and to the extent and in the manner set forth
                in Section 10.1 hereof.

            


    

    


    
      	
              4.1.4.

            	
              Its
                outstanding purchase orders and warranty agreements, as more fully
                described in Sections 5.10 - 5.13
                below.

            


    

    


    
      	
              4.1.5.

            	
              Its
                agency, distribution and other marketing agreements, to the extent
                and in
                the manner set forth in Sections 7.6 -
                7.11

            


    

    


    
      
        
          
          

        

        
          -15-

          
            

          

        

        
          
          

          CONSOLIDATED
            VERSION

        

      

    

    


    


    hereof.

     

    
      	
              4.1.6.

            	
              Its
                interest in any license or other agreement with respect to technology
                used
                in connection with the JV Existing Products and/or the JV Development
                Products, provided that if it shall be impossible or impracticable
                to
                obtain any necessary consent, then the Parties shall act with respect
                to
                any such interest in the manner described in Section 5.13 hereof.

            


    

    


    
      	
              4.2.

            	
              Cooperation.
                The Parties shall cooperate to obtain all the necessary licenses,
                permits
                and consents in order to make available to the JV all of the JV Assets
                prior to or at the Closing Date.

            


    

    


    


    SECTION
      5

    Transfer
      of Employees, Equipment and

    Inventory,
      Purchase Orders and Warranties

    


    
      	
              5.1.

            	
              Designated
                Employees.
                The Parties acknowledge that the JV will require the services of
                qualified
                employees to conduct its business. The Parties currently anticipate
                that
                between 15 to 20 research and development (“R&D”)
                personnel with appropriate skills will be required immediately to
                continue
                supporting the JV Existing Products and to form a development team
                for the
                JV Development Products and JV Future Products. Such number of R&D
                personnel does not include employees who may be transferred directly
                or
                indirectly from Electronic Imaging Technologies Co. Ltd. (“EIT”)
                (as set forth in Section 11.4) as may be needed by the JV to support
                EIT’s
                existing products. Accordingly, immediately after the Closing, the
                Parties
                shall jointly determine: (a) the R&D employees of each Founding
                Shareholder (the “Designated
                Employees”)
                to be transferred to the JV (in the manner described below) which
                shall
                number seven (7) employees of each Founding Shareholder; and (b)
                the
                salary, employment period and other terms of employment (including
                undertakings of confidentiality and non-competition) of each Designated
                Employee. Designated Employees who are officers and key employees
                shall be
                eligible to participate in option plans to purchase shares of both
                of the
                Founding Shareholders subject to applicable law and as shall be agreed
                between the Founding Shareholders. 

            


    

    


    
      	
              5.2.

            	
              Transfer
                of Designated Employees.
                Each Founding Shareholder shall use its commercially reasonable best
                efforts (and each of the other Parties shall cooperate with such
                Founding
                Shareholder) to ensure that, promptly after the Closing, each of
                its
                Designated Employees shall enter into an employment agreement with
                the JV
                pursuant to the terms of employment jointly determined by the Parties.
                In
                the event that any Designated Employee shall not agree to become
                an
                employee of the JV despite the Parties’ commercially reasonable best
                efforts, and only in such event,
                such

            


    

    


    
      
        
          
          

        

        
          -16-

          
            

          

        

        
          
          

          CONSOLIDATED
            VERSION

        

      

    

     

     

    Designated
      Employee shall remain in the employ of the
      relevant Party but be seconded to the JV for two years pursuant to a secondment
      agreement to be determined by the Parties (“Secondment
      Agreement”).

     

    
      	
              5.3.

            	
              Refusal
                of Designated Employee. In
                the event that a Designated Employee shall refuse to become an employee
                of
                the JV and shall also refuse to be seconded to the JV, the relevant
                Founding Shareholder shall terminate its employment of such Designated
                Employee. Any Designated Employee so terminated shall be deemed
                transferred by the relevant Founding Shareholder for the purposes
                of
                Section 5.1(a) above.

            


    

    


    
      	
              5.4.

            	
              Termination
                of Prior Employment.
                Upon the transfer of each Designated Employee as set forth above,
                the
                relevant Founding Shareholder shall cease to employ such Designated
                Employee except as otherwise provided in any applicable Secondment
                Agreement.

            


    

    


    
      	
              5.5.

            	
              Satisfaction
                and Waiver of all Prior Undertakings.
                Each Founding Shareholder shall: either (a) (i) pay to its Designated
                Employees that become direct employees of the JV: all wages and all
                ancillary expenses, including for accrued leave, recuperation allowance,
                pension (including manager’s insurance policies), commissions and bonuses
                and severance pursuant to existing employment agreements, custom,
                law or
                as otherwise required with respect to the period prior to the transfer;
                and (ii) obtain from such Designated Employee a waiver and release
                of the
                JV with respect thereto; or (b) provide full funding to the JV with
                respect to its Designated Employees that become direct employees
                of the JV
                of all such amounts.

            


    

    


    
      	
              5.6.

            	
              Release
                by Founding Shareholder.
                Each Founding Shareholder shall release each of its Designated Employees
                who shall execute employment agreements with the JV from any
                non-competition and confidentiality undertaking to such Founding
                Shareholder included in his or her current agreement to the extent
                such
                undertaking shall conflict with his employment by the JV with respect
                to
                the JV Activities and shall sign any document which is required in
                order
                to achieve the same.

            


    

    


    
      	
              5.7.

            	
              Indemnification
                by the Founding Shareholder.
                Each Founding Shareholder shall fully indemnify the JV Entities and
                the
                other Founding Shareholder against any and all claims, proceedings
                and
                liabilities imposed upon any of the JV Entities or the other Founding
                Shareholder in relation to the employment by the JV of its Designated
                Employee (or other former employee), previously employed by it or
                in
                relation to any employees seconded by it to the JV, the cause of
                action of
                which is in respect to the period prior
                to
                their transfer.

            


    

    


    
      	
              5.8.

            	
              Indemnification
                by the JV.
                The JV Entities shall fully indemnify each Founding Shareholder against
                any and all claims, proceedings and liabilities imposed upon any
                Founding
                Shareholder in relation to any

            


    

    


    
      
        
          
          

        

        
          -17-

          
            

          

        

        
          
          

          CONSOLIDATED
            VERSION

        

      

    

    


    


    Designated
      Employee (or other former employee)
      employed by the JV, the cause of action of which is in respect of the period
      after
      their
      transfer.

     

    
      	
              5.9.

            	
              Transfer
                of Equipment and Other Inventory. Immediately
                after the Closing, the Founding Shareholders and the JV shall jointly
                determine the equipment and other inventory of each Founding Shareholder
                currently used in its CAM and archiving operations to be transferred
                or
                leased to the JV. Promptly thereafter, the relevant Founding Shareholder
                shall transfer or lease the relevant equipment and other inventory
                to the
                JV in consideration for payment by the JV of the fair market value
                of such
                equipment or the lease thereof.

            


    

    


    
      	
              5.10.

            	
              Purchase
                Orders and Warranty Commitments.
                As of the Closing Date, each Founding Shareholder shall assign, and
                shall
                cause its subsidiaries to assign, to the JVLP, to the extent related
                to
                the JV Existing Products and the JV Development Products, all purchase
                orders and outstanding warranty commitments which were accepted and/or
                made prior to the Closing Date with respect to which delivery, service
                or
                other fulfillment remains outstanding. All receivables shall be allocated
                between the JVLP and such assigning Party based on the delivery,
                service
                or other fulfillment remaining to be performed under such agreement.
                To
                the extent necessary, any such receivables which are received by
                the JVLP
                or such Founding Shareholder will be transferred to the JVLP or such
                Founding Shareholder so entitled.

            


    

    


    
      	
              5.11.

            	
              Transferred
                Warranties - Local Service Provider and Transfer of Purchase
                Price.
                Notwithstanding the provisions of Section 5.10 above, the local service
                provider which provided warranty service on behalf of the transferring
                Founding Shareholder with respect to any warranty commitment shall
                continue to provide such service (and receive a commission with respect
                thereto) until the expiration of such commitment. In connection with
                each
                warranty obligation transferred, the transferring Party shall also
                transfer a portion of the sales price of the applicable JV Existing
                Product to the JV at a rate of 0.83% of the sales price for each
                remaining
                month of the warranty (e.g., 10% of the sales price in the case of
                12
                months).

            


    

    


    
      	
              5.12.

            	
              Bundled
                Purchase Orders.
                To the extent that fulfillment of any transferred order shall require
                bundling with other products of such Founding Shareholder which are
                not JV
                Existing Products, such Founding Shareholder shall remain liable
                for the
                fulfillment of such order. In such event, the relevant Founding
                Shareholder shall pay the JV for the JV Existing Product included
                in the
                bundle the price therefor as set forth in the order or, if no price
                is
                stated therein, a portion of the sale price pro-rata to the Founding
                Shareholder’s list prices for the items included in the bundle or as
                otherwise agreed between the JV and such
                Party.

            


    

    


    


    
      
        
          
          

        

        
          -18-

          
            

          

        

        
          
          

          CONSOLIDATED
            VERSION

        

      

    

    


    
      	
              5.13.

            	
              “Effective”
                Transfer or Assumption.
                For purposes of the foregoing Section 5.10 and as otherwise applicable
                in
                this Agreement, if it is impossible or impracticable to obtain the
                consent
                of a third party, or the Parties shall otherwise agree not to seek
                such
                consent, which is necessary in connection with: (a) the effective
                transfer
                of an asset to be transferred hereunder; (b) the effective assumption
                of a
                liability or obligation to be assumed hereunder; or (c) the effective
                transfer of a contractual relationship or contractual offer; then
                the JV
                and the other relevant Party will, for the purposes of their internal
                relationship, behave and conduct themselves as if the transfer or
                assumption had effectively taken place on the Closing Date. In any
                such
                case, (i) the other relevant Party will, in respect of its external
                relationships, remain the party to the relevant liability, obligation
                or
                contractual relationship but will hold and be responsible for the
                relevant
                contract in the internal relationship between the other relevant
                Party and
                the JV for the account of the JV; and (ii) each of the JV and the
                other
                relevant Party shall indemnify and hold harmless the other with respect
                to
                its conduct hereunder.

            


    

    


    


    SECTION
      6

    JV
      Development Principles

     

    
      	6.1.	General Principles. The
              JV will, (a) continue to provide development
              support for the JV Existing Products; (b) determine, according to its
              best
              interests, whether to continue to develop the JV Development Products;
              (c)
              invest significant research and development resources in the development
              of JV Future Products; and (d) promote the concept of open systems
              to PCB
              Fabrication Entities, PCB Design Entities and PCB Assembly Entities.
              The
              format and the interface to the database of the JV’s Products will be open
              to all PCB Fabrication Entities PCB Design Entities and PCB Assembly
              Entities and their suppliers. Any format changes shall be subject to
              the
              prior approval of the Executive Committee. The JV shall provide the
              Founding Shareholders with prior notice of these changes and full early
              access to the details thereof.


      	 	 


      	
              6.2.

            	
              Support
                for Orbotech’s Products.

            


    

    


    
      	
              6.2.1.

            	
              The
                Parties acknowledge that the interfaces between the JV Products and
                Orbotech’s AOI and other PCB Fabrication products, including interfaces to
                plotters and direct imaging and electrical testing products manufactured
                or sold by Orbotech and the formats defined by Orbotech for these
                interfaces (“JV/Orbotech
                Formats and Interfaces”)
                are strategic to Orbotech’s PCB Fabrication business. Therefore, all JV
                Products will support the JV/Orbotech Formats and Interfaces as the
                preferred interface formats between the JV’s Products and AOI and such
                other PCB Fabrication products,

            


    

    


    
      
        
          
          

        

        
          -19-

          
            

          

        

        
          
          

          CONSOLIDATED
            VERSION

        

      

    

    


     

    including
      plotters and direct imaging and electrical
      testing products.

     

    
      	
              6.2.2.

            	
              The
                JV will give priority to development of, and improvements in, JV/Orbotech
                Formats and Interfaces, both in terms of timing and functionality,
                compared to other interface products that the JV may develop or sell.
                These priorities will not be subject to the 10% special allocation
                set
                forth in Section 6.5 below.

            


    

    


    
      	
              6.3.

            	
              Support
                for Valor’s Products.

            


    

    


    
      	
              6.3.1.

            	
              The
                Parties acknowledge that the promotion of the ODB++ format and the
                development of interfaces between the JV Products to Valor’s Enterprise
                3000, Star 1000 and Universal Viewer products (“JV/Valor
                Formats and Interfaces”)
                are strategic to Valor’s PCB Design business. Therefore, all JV Products
                will support the JV/Valor Formats and Interfaces as the preferred
                transfer
                format and interface between PCB Design and PCB
                Fabrication.

            


    

    


    
      	
              6.3.2.

            	
              The
                JV will give priority to development of, and improvements in, the
                JV/Valor
                Formats and Interfaces both in terms of timing and functionality,
                compared
                to the JV’s support for other data transfer formats and interfaces between
                PCB Design and PCB Fabrication. These priorities will not be subject
                to
                the 10% special allocation set forth in Section 6.5
                below.

            


    

    


    
      	
              6.4.

            	
              Interfaces
                for Other Products.
                Subject to the foregoing priorities, the JV may, according to its
                best
                interests, develop, promote and support formats and software interfaces,
                including CAD translators (i.e., transfer formats and solutions between
                design and manufacturing), interfaces to archiving systems and interfaces
                to AOI systems, plotters and direct imaging and electrical testing
                products of other entities, including interfaces to products which
                compete
                with Valor’s PCB Design products and Orbotech’s PCB Fabrication products
                provided
                that
                the JV shall give prior written notice to the Founding Shareholders
                of any
                such developments.

            


    

    


    
      	
              6.5.

            	
              Additional
                Developments Benefiting Orbotech or Valor.
                In addition to the priorities set forth above, each Founding Shareholder
                may request the JV to allocate up to 10% (in equal parts between
                them (5%
                each)) of the JV’s research and development resources for development of
                JV Products which support the products of such Founding Shareholder.
                The
                rights to such developments shall be deemed “IP Developments” as set forth
                in Section 10.2 hereof.

            


    

    


    


    
      
        
          
          

        

        
          -20-

          
            

          

        

        
          
          

          CONSOLIDATED
            VERSION

        

      

    

    


    
      	
              6.6.

            	
              JV
                Development Products.
                In the event that a Founding Shareholder has undertaken or promised
                (including by way of a promise or other understanding and whether
                or not a
                legally enforceable obligation) to any customer to develop and/or
                supply a
                customization, update, interface, future version or other development
                related to any JV Existing Product or JV Development Product and
                the JV
                will determine, according to its best interests, not to (continue
                to)
                develop such item, the JV shall assume and undertake such obligation
                and
                the Parties shall cooperate and use all reasonable commercial efforts
                to
                satisfy such obligation by providing a software substitute or other
                solution available to the JV in the minimum acceptable to such customer,
                it being agreed that such cooperation will include providing the
                responsible Founding Shareholder with reasonable access to the relevant
                customer together with the agent who otherwise services such customer
                pursuant to Section 7 below. Notwithstanding the above, any monetary
                penalty which may nevertheless be payable by the JV in connection
                with
                such undertaking shall remain the obligation of the responsible Founding
                Shareholder.

            


    

    


    
      	
              6.7.

            	
              Termination.
                Each Founding Shareholder’s rights under Sections 6.2 - 6.5 hereof as well
                as its right to enforce the performance of the JV pursuant to Sections
                6.1
                and 6.6 hereof, shall terminate upon the date that it together with
                its
                Permitted Transferees shall no longer hold at least 30% of the interests
                in the JV.

            


    

    


    


    SECTION
      7

    Sales
      and Customer Support

    


    
      	
              7.1.

            	
              Sales
                and Customer Support Agents.
                The JV shall determine, which of the JV Existing Products and which
                of the
                JV Development Products to sell and to offer for sale and the respective
                marketing and distribution channels and procedures therefor, all
                in its
                own best interests. Subject to the provisions of this Section 7,
                the JV
                Entities shall initially employ directly or through their marketing
                subsidiaries (as provided below) the agents set forth below in the
                manner
                and in the territories provided for marketing, sales, installation,
                training and service (including warranty service) of the JV
                Products:

            


    

    


    
      	 	
              In
                Europe,
                Orbotech SA, as exclusive agent;

            


    

    


    
      	 	
              In
                Far East, not including Japan,
                Orbotech Far East Ltd., as exclusive
                agent;

            


    

    


    
      	 	
              In
                Japan,
                Valor Japan will act as exclusive agent with respect to certain specified
                accounts, as will be determined by the Parties, and Orbotech Japan
                will
                act as exclusive agent with respect to all other accounts in
                Japan.

            


    

    


    


    
      
        
          
          

        

        
          -21-

          
            

          

        

        
          
          

          CONSOLIDATED
            VERSION

        

      

    

    


    
      	 	
              In
                North America, Orbotech
                Inc. will act as exclusive agent with respect to the accounts listed
                in
                Appendix
                7.1(i),
                and Valor Inc. will act as exclusive agent with respect to all other
                accounts in the North America.

            


    

    


    
      	 	
              The
                principal terms and conditions of the JV’s arrangements with such agents
                including commissions payable to them shall be as set forth in
                Appendix
                7.1(ii).

            


    

    


    
      	
              7.2.

            	
              Conditions
                to Maintain Sales Rights.
                The Board shall determine performance criteria for all of the JV’s sales
                and customer support agents, such as defined annual revenue, annual
                market
                share, maintaining of captive accounts using JV Products, etc. The
                Board
                may, in accordance with the best interests of the JV, replace any
                agent
                which shall not meet the defined performance criteria, with another
                agent
                or sales channel, including a subsidiary of another Founding Shareholder,
                a third party distributor, agent or VAR (Value Added Reseller), etc.
                or an
                independent sales department within the JV Entity. The replacement
                of any
                Founding Shareholder’s subsidiary pursuant to this Section 7.2 shall be
                without charge and the Founding Shareholder shall cause its subsidiary
                to
                give its consent to such replacement. Such Founding Shareholder shall
                indemnify the other Founding Shareholder and the JV from and against
                any
                claims made by any of its subsidiaries in this
                respect.

            


    

    


    
      	
              7.3.

            	
              Interfaces
                for Other Products.
                Notwithstanding the provisions of Section 7.1, the JV may, according
                to
                its best interests, sell the software interfaces described in Section
                6.4
                hereof on an OEM basis provided
                that
                the JV shall in all events give prior written notice to the Founding
                Shareholders of all such arrangements such that a Founding Shareholder
                may
                have the opportunity to request that such agreement be approved by
                the
                Founding Shareholders in accordance with the provisions of Section
                9.6.9.

            


    

    


    
      	 	
              However,
                for the purpose of Section 9.6.9 the mere fact that a third party
                OEM is a
                competitor of one of the Founding Shareholders shall not in and of
                itself
                be considered reasonable grounds for withholding approval of the
                transaction with such third party OEM, as set forth in Section
                9.6.9.

            


    

    


    
      	
              7.4.

            	
              JV/Orbotech
                Interface Products.
                Notwithstanding the provisions of Sections 7.1 and 7.2, Orbotech
                (directly
                or through its Affiliates) shall be the exclusive worldwide agent
                (or
                other reseller) for the JV/Orbotech Formats and Interface
                products.

            


    

    


    
      	
              7.5.

            	
              Valor
                Subsidiaries.
                It is the expectation of the Parties that by the year 2001 Valor’s PCB
                Design and PCB Assembly businesses shall develop to a level such
                that
                Valor, in its discretion, may cease the business of marketing the
                JV
                Products. In such event, the JV shall: (a) terminate the sales, agency
                and
                customer support agreements with Valor’s subsidiaries without charge to
                the JV (and Valor shall cause such subsidiaries to
                give

            


    

    


    
      
        
          
          

        

        
          -22-

          
            

          

        

        
          
          

          CONSOLIDATED
            VERSION

        

      

    

     

     

    their
      consent thereto and shall indemnify Orbotech and
      the JV from and against any claims made by any of its subsidiaries in this
      respect); and (b) enter into exclusive arrangements with Orbotech’s subsidiaries
      whereby such subsidiaries shall serve as the JV’s exclusive worldwide sales
      and
      customer support agents, subject to the provisions of Section 7.2 hereof. For
      the removal of doubt, it is hereby clarified that the provisions of this Section
      7.5 are not intended to create a binding obligation upon Valor to cease the
      marketing of the JV Products but are meant to serve as a general declaration
      of
      intent only.

     

    
      	
              7.6.

            	
              Assignment
                of Sales, Agency and Customer Agreements.
                Except as otherwise set forth below or in Section 5 above or as may
                be
                agreed between the Parties, as of the Closing Date, each Party shall
                assign and shall cause its subsidiaries to assign, to the JVLP, to
                the
                extent related to the JV Existing Products and the JV Development
                Products, all sales, agency and customer support agreements (including
                the
                undertakings and other understandings described in Section 6.6 hereof)
                which were accepted and/or made prior to the Closing Date with respect
                to
                which service or other fulfillment remains outstanding. A list of
                all
                sales, agency and customer support agreements of each Founding Shareholder
                shall be provided at the Closing and attached hereto as Appendix
                7.6.

            


    

    


    
      	
              7.7.

            	
              Service
                Continuity.
                Notwithstanding the foregoing, the local service provider which provided
                service on behalf of the transferring Founding Shareholder with respect
                to
                any service contract shall be engaged to continue providing such
                service
                for the remainder of the term thereof; it being understood that each
                of
                the Founding Shareholders shall use all reasonable efforts, including
                all
                legal or contractual remedies available, to cause such agreements
                to be
                terminated at the earliest possible date and/or renewed with the
                JV.

            


    

    


    
      	
              7.8.

            	
              “Effective”
                Assignment.
                If it is impossible or impracticable to obtain the consent of an
                agent or
                other third party to an assignment hereunder, or the Parties shall
                otherwise agree not to seek such consent, the provisions of Section
                5.13
                shall apply.

            


    

     

    
      	
              7.9.

            	
              OEM
                Arrangements.
                The Parties acknowledge that, as of the Closing Date, each of the
                Founding
                Shareholders and/or its subsidiaries shall have OEM agreements in
                effect
                as set forth in a list to be attached hereto at the Closing as
                Appendix
                7.9
                with respect to JV Existing Products. The provisions of Sections
                7.6 and
                7.8 hereof shall apply to such OEM agreements as well. To the extent
                not
                assigned, the relevant Founding Shareholder shall use all reasonable
                efforts, including all legal or contractual remedies available, to
                cause
                such agreements to be terminated at the earliest possible date and/or
                renewed with the JV. A Founding Shareholder (or its subsidiary) shall
                in
                no event renew any such OEM agreement without the consent of the
                other
                Founding Shareholder.

            


    

    


    
      
        
          
          

        

        
          -23-

          
            

          

        

        
          
          

          CONSOLIDATED
            VERSION

        

      

    

    


    


    
      	
              7.10.

            	
              Inconsistent
                Arrangements.
                The Parties acknowledge that, as of the Closing Date, Valor shall
                have
                agency agreements in effect in Europe and North America which are
                not
                consistent with the territorial or account assignments set forth
                in this
                Section 7 above. The JV and Valor shall take such steps as are necessary
                to terminate such inconsistent agreements as soon as possible (taking
                into
                account any active negotiations), at the JV’s expense, by making
                termination payments to the relevant agent against commissions which
                would
                otherwise have been payable following the termination date. The JV
                may
                also make lump sum termination payments with the consent of both
                of the
                Parties. Such payments shall not affect the commissions otherwise
                payable
                to the JV’s agents.

            


    

    


    
      	
              7.11.

            	
              Agency
                Agreements Warranty.
                Each Party represents and warrants that all of its agency agreements
                with
                respect to the JV Existing Products: (a) expire on or before December
                31,
                1999 (or are cancellable prior to such date without penalty); and
                (b) are
                non-exclusive except for Valor’s agreements with AMS and Carl Britz
                Associates which are exclusive with respect to certain geographical
                areas
                in the United States. Valor will take such steps as are necessary
                to
                terminate these agreements immediately following the Execution Date
                in the
                manner set forth in Section 7.10
                above.

            


    

    


    
      	
              7.12.

            	
              Marketing
                Subsidiaries.
                Following the Closing, as and when the JVLP determines it advisable,
                taking into account legal, financial and other business considerations,
                the JVLP shall form and incorporate wholly-owned subsidiaries in
                the
                following jurisdictions: the United States, Europe, Far East (excluding
                Japan) and Japan.

            


    

    


    


    SECTION
      8

    Representations,
      Warranties and Undertakings of the Parties

    


    
      	 	
              Without
                derogating from the representations, warranties and undertakings
                of the
                parties contained elsewhere in this Agreement, each of Valor and
                Orbotech
                hereby represents, warrants and undertakes to the other, and acknowledges
                that the other is entering into this Agreement in reliance thereon,
                that,
                except as otherwise specified in the Schedule of Exceptions annexed
                hereto
                as Appendix
                8:

            


    

    


    
      	
              8.1.

            	
              Due
                Incorporation.
                It is a corporation duly organized and validly existing under the
                laws of
                Israel, has all requisite corporate power and authority to carry
                on its
                business as now being conducted and to enter into and perform its
                obligations under this Agreement. It is duly qualified to transact
                business and is in good standing in each jurisdiction in which the
                nature
                of its business or the ownership or leasing of its properties make
                such
                qualification necessary, and has all powers, authorities, licenses,
                authorizations and approvals necessary to carry on its
                business

            


    

    


    
      
        
          
          

        

        
          -24-

          
            

          

        

        
          
          

          CONSOLIDATED
            VERSION

        

      

    

    


     

    as
      now conducted other than in such jurisdictions
      where the failure to be so qualified and other than for such powers,
      authorities, licenses, authorizations and approvals the absence of which, would
      not have a material adverse effect on the JV, the JV Activities or the ability
      of the JV or such Founding Shareholder to perform its obligations and consummate
      the transactions provided for herein.

     

    
      	
              8.2.

            	
              Due
                Authorization.
                The execution, delivery and performance of this Agreement and the
                consummation of the transactions provided for herein, have been duly
                authorized by all necessary corporate action of such Founding Shareholder.
                This Agreement constitutes a valid and legally binding obligation
                of such
                Founding Shareholder, enforceable in accordance with its terms. The
                execution and delivery by such Founding Shareholder of this Agreement,
                and
                the consummation by it of the transactions contemplated hereby in
                accordance with the terms of this Agreement, do not and shall not
                as of
                the Closing Date contravene or conflict with (or constitute a violation
                of
                or breach of or default under or give to others any rights, including
                rights of termination, cancellation or acceleration): (i) its Memorandum
                or Articles of Association or other incorporating or corporate documents;
                (ii) any provision of any law, regulation, judgment, injunction,
                order or
                decree binding upon or applicable to such Founding Shareholder; or
                (iii)
                any agreement, contract, lease or commitment to which it is a Founding
                Shareholder.

            


    

    


    
      	
              8.3.

            	
              Ownership of
                the JV Assets.
                Other than such assets which are owned jointly by the Founding
                Shareholders and subject to claims of ownership of the other Founding
                Shareholder, it is the sole legal owner of the JV Assets being made
                available by it hereunder. The JV Assets being made available by
                it
                hereunder are free and clear of any liens, claims, restrictions,
                encumbrances or any other rights in favor of third parties, and there
                is
                no legal or other impediment to making available its rights in, and
                possession of, the JV Assets to the JV in such state, pursuant to
                this
                Agreement.

            


    

    


    
      	
              8.4.

            	
              Liabilities.
                Other than undertakings or promises as set forth in this
                Agreement, it
                has no liabilities, debts or obligations, whether accrued, absolute
                or
                contingent, which could in any way adversely affect the JV Activities
                or
                hinder or adversely affect the consummation of the transactions provided
                for herein.

            


    

    


    
      	
              8.5.

            	
              Actions. There
                is no action, claim, proceeding or governmental inquiry or investigation
                (collectively, “Action”)
                either pending or, to the best of its knowledge, threatened in connection
                with the JV Activities or the JV Assets being made available by it
                and/or
                its Designated Employees before any court, arbitration board or tribunal
                or administrative or other governmental or local authority (collectively,
                “Authority”),
                nor is it or any of its directors or officers aware that there is
                any
                basis for any such Action. Neither it nor any Affiliate, director
                or
                officer, is a party to or

            


    

    


    
      
        
          
          

        

        
          -25-

          
            

          

        

        
          
          

          CONSOLIDATED
            VERSION

        

      

    

     

     

    subject
      to the provisions of any order, writ,
      injunction, judgment or decree of any Authority which is connected to the JV
      Activities, the JV Assets and/or its Designated Employees nor are any of them
      aware of any pending or threatened Action (or of any basis for same) against
      any
      of them by any Authority which is connected to the JV Activities, the JV Assets
      and/or its Designated Employees. To its best knowledge, there is no Action
      by it
      or by any Affiliate, director or officer, currently pending or that any such
      entity or person intends to initiate which is connected to the JV Activities,
      the JV Assets and/or its Designated Employees.
 

    
      	
              8.6.

            	
              IP
                Rights. With
                respect to the IP Rights being made
                available by
                such Founding Shareholder or the use thereof, including the rights
                of
                manufacture, sale and/or use of the JV Existing Products and JV
                Development Products of such Founding
                Shareholder:

            


    

    


    
      	
              8.6.1.

            	
              the
                above are, to the best of its knowledge, free from the infringement
                of
                patents and any and all other intellectual property rights of third
                parties;

            


    

    


    
      	
              8.6.2.

            	
              the
                above are exclusive and free and clear of all liens, claims, royalty
                obligations, licenses, encumbrances, security interests or other
                rights
                of, or granted to, third parties (other than the right to use granted
                to
                end users in the ordinary course of business), and it is not and
                the JV
                Entities will not be obliged, under any liability whatsoever to make
                any
                payments by royalties, fees or otherwise to any owner or licensee
                of, or
                other claimant with respect
                thereto;

            


    

    


    
      	
              8.6.3.

            	
              its
                current business operations relating to the JV Existing Products
                do not
                require the use of any intellectual property rights (other than the
                rights
                of, or claimed by, the
                other Founding Shareholder in such know-how or off-the-shelf software)
                not
                included in the above nor is it dependent thereon. None of such IP
                Rights
                is being challenged by third parties or, to the best of its knowledge,
                infringes any third party rights. The conduct of its current business
                operations relating to the JV Existing Products does not, to the
                best of
                its knowledge, violate the intellectual property rights or copyrights
                of
                any third party.

            


    

    


    
      	
              8.6.4.

            	
              it
                has not received any communication, and is not aware that there is
                any
                basis for any such communication, alleging that by conducting the
                JV
                Activities, the JV Entities will violate any intellectual property
                rights
                of any other person or entity.

            


    

    


    
      	
              8.6.5.

            	
              it
                has taken reasonable measures to maintain the confidentiality of
                the
                intellectual property and processes and formulas, research and development
                results and other 

            


    

    


    
      
        
          
          

        

        
          -26-

          
            

          

        

        
          
          

          CONSOLIDATED
            VERSION

        

      

    

     

     

    know-how
      underlying such IP Rights.

     

    
      	
              8.7.

            	
              Material
                Assets.
                The JV Assets, including the IP Rights, made available by such Founding
                Shareholder, constitute all of the material assets and rights upon
                which
                its business with respect to the JV Existing Products and the JV
                Development Products functions, other than such assets and rights
                which
                are readily commercially available (e.g., off-the-shelf software).
                Following the consummation of the transactions contemplated by this
                Agreement and the execution of all documents contemplated
                by this Agreement, the JV shall have full use of the JV Assets for
                use in
                the JV Activities, free and clear of any liens, claims, restrictions,
                encumbrances or any other rights in favor of third parties and without
                incurring any penalty or other adverse consequence, and without payment
                of
                any fee or royalties.

            


    

    


    
      	
              8.8.

            	
              1997
                Revenue.
                The 1997 revenue figures with respect to sales of JV Existing Products
                and
                related services by such Founding Shareholder is as set forth in
                Appendix
                8.8
                attached hereto.

            


    

    


    
      	
              8.9.

            	
              No
                Misleading Statement. Its
                representations contained herein contain no untrue or misleading
                statement
                of a material fact and do not omit to state a material fact required
                to be
                stated herein or necessary to make the statements herein not misleading,
                in light of the circumstances under which they were made and the
                nature of
                the transactions anticipated by this
                Agreement.

            


    

    


    
      	
              8.10.

            	
              Founding
                Shareholder Cooperation.
                Each Founding Shareholder shall cooperate with the JV and the other
                Founding Shareholder in the performance of this Agreement and do
                every act
                and sign every document reasonably necessary or desirable to perform
                this
                Agreement, and to consummate the transactions contemplated
                herein.

            


    

    


    
      	
              8.11.

            	
              No
                Assumption of Liability.
                It acknowledges and agrees that other than as expressly provided
                herein,
                the JV Entities are not assuming and shall bear no liability with
                respect
                to any responsibilities and/or liabilities of either Founding Shareholder
                to any third parties.

            


    

    


    


    SECTION
      9

    Governance
      of the JV Entities

    


    
      	
              9.1.

            	
              General
                Principles.
                The JV Company shall oversee, administer and manage the JVLP in its
                capacity as general partner, and the JVLP shall carry out the JV
                Activities. Except as otherwise agreed by the Parties, the administration
                and R&D activities of the JV Entities shall initially be conducted at
                premises located and leased by the JV Entities in proximity to Valor’s
                location.

            


    

    


    


    
      
        
          
          

        

        
          -27-

          
            

          

        

        
          
          

          CONSOLIDATED
            VERSION

        

      

    

    


    
      	
              9.2.

            	
              Board
                of Directors; Executive Committee.
                

            


    

    


    
      	
              9.2.1.

            	
              Board
                of Directors.
                The Board of Directors of the JV Company (the “Board”)
                shall initially consist of four directors (“Directors”).
                For as long as the holdings of the Founding Shareholders (together
                with
                the holdings of their respective Permitted Transferees) in the JV
                Entities
                are equal, each Founding Shareholder shall have the right to appoint
                (and
                shall have right to remove and replace) two Directors. Directors
                shall be
                appointed, removed and replaced by the Founding Shareholders by written
                notice to the JV Company. Any Founding Shareholder entitled to appoint
                more than one Director hereunder shall also have the right to designate
                that a Director appointed by it shall have more than one vote provided
                that the aggregate number of votes held by all Directors appointed
                by any
                such Founding Shareholder shall not exceed the aggregate number of
                Directors that such Founding Shareholder is entitled to appoint
                hereunder.

            


    

    


    
      	
              9.2.2.

            	
              Chairman.
                The Chairman of the Board shall be elected by the Directors. For
                as long
                as the holdings of the Founding Shareholders (together with the holdings
                of their respective Permitted Transferees) in the JV Entities are
                equal,
                there shall be two Co-Chairmen, one elected by the Directors appointed
                by
                Orbotech from among themselves and one elected by the Directors appointed
                by Valor from among themselves.

            


    

    


    
      	
              9.2.3.

            	
              Executive
                Committee.
                The Board shall appoint an executive committee to define the strategic
                business direction of the JV Entities, which committee shall consist
                of
                four members (the “Executive
                Committee”).
                For as long as the holdings of the Founding Shareholders (together
                with
                the holdings their respective Permitted Transferees) in the JV Entities
                are equal, two of the members of the Executive Committee shall be
                appointed by the Directors appointed by Orbotech from among themselves
                and
                two shall be appointed by the Directors appointed by Valor from among
                themselves. In the event the Executive Committee is unable to reach
                a
                decision on any matter, such matter shall revert to the Board.
                

            


    

    


    
      	
              9.2.4.

            	
              Committees
                and Boards of Subsidiaries.
                The composition of all committees of the Board and all boards of
                directors
                (and committees thereof) of any subsidiaries of the JV Entities and
                the
                management of any other entity in which the JV Entities hold or will
                hold
                an equity or partnership interest, shall resemble that of the
                Board.

            


    

    


    
      	
              9.2.5.

            	
              Quorum.
                The quorum for meetings of the Board shall be


            


    

    


    
      
        
          
          

        

        
          -28-

          
            

          

        

        
          
          

          CONSOLIDATED
            VERSION

        

      

    

     

     

    at
      least two Directors. For as long as the holdings of
      the Founding Shareholders (together with the holdings of their respective
      Permitted Transferees) in the JV Entity are equal, such quorum must include
      at
      least one Director appointed by each Founding Shareholder. In the event that
      none of the Directors appointed by a Founding Shareholder is present, the
      meeting shall automatically be postponed 3 days to the same time and place
      (or
      in the event such day is not a business day in Israel, the first business day
      thereafter). At such postponed meeting, any two of the Directors then in office
      shall constitute a quorum, whether or not Directors appointed by both Founding
      Shareholders are present.
 

    
      	
              9.2.6.

            	
              Majority;
                Independent Director.
                Resolutions shall be passed by a simple majority of Directors present
                and
                voting at a meeting of the Board at which a quorum is present, and
                it is
                the intention of the Parties that the Board function with an even
                number
                of Directors as aforesaid. However, at any time after the first (1st)
                anniversary of the Closing provided that the holdings of the Founding
                Shareholders (together with the holdings of their respective Permitted
                Transferees) are equal, each of the Founding Shareholders shall be
                entitled to request the appointment of an additional, independent,
                Director in the event it believes that the proper functioning of
                the Board
                requires such appointment. Any such request shall be made in writing.
                In
                the event the other Founding Shareholder agrees with such request
                then a
                fifth member of the Board (the “Independent
                Director”)
                will be appointed by both of the Founding Shareholders acting jointly.
                In
                the event the other Founding Shareholder disagrees it shall so notify
                the
                requesting Founding Shareholder in writing within seven (7) days
                of
                receipt of the request and the Founding Shareholders shall meet to
                discuss
                the matter. In the event that the requesting Founding Shareholder
                has not
                withdrawn such request in writing within thirty (30) days of such
                request,
                then the Independent Director will be appointed effective as of the
                termination of such thirty day period. The making of any request
                and/or
                the withdrawal of any such request by a Founding Shareholder shall
                not
                preclude such Founding Shareholder (or the other Founding Shareholder)
                from making any further or subsequent request. A person recommended
                by the
                requesting Founding Shareholder and reasonably acceptable to the
                other
                Founding Shareholder shall
                serve as the Independent Director. Any
                Independent Director appointed may be removed at any time by the
                Founding
                Shareholders, acting jointly, and another may be appointed in his
                or her
                place.

            


    

    


    


    
      
        
          
          

        

        
          -29-

          
            

          

        

        
          
          

          CONSOLIDATED
            VERSION

        

      

    

    


    
      	
              9.3.

            	
              Budget.
                The Board shall prepare a budget for the JV on a yearly basis prior
                to
                October 31 of each year (the “Budget”).
                All of the JV Activities (including those implemented by each of
                the JV
                Entities), shall be conducted pursuant to the Budget as shall be
                in effect
                from time to time. Until such time as a new Budget has been adopted,
                the
                prevailing Budget shall remain in force. The initial Budget (i.e.,
                through
                December 31, 1998) of the JV, which shall include a projected balance
                sheet for the JVLP, shall be determined jointly by the Parties immediately
                after the Closing.

            


    

    


    
      	
              9.4.

            	
              General Managers.
                The General Manager(s) shall be appointed by the Board. Initially,
                and for
                as long as the holdings of the Founding Shareholders (together with
                the
                holdings of their respective Permitted Transferees) in the JV Entities
                are
                equal, the JV shall be managed by two joint General Managers, one
                of whom
                shall be appointed by the Directors appointed by Orbotech, and one
                of whom
                shall be appointed by the Directors appointed by Valor (who may thereafter
                remove such General Manager and appoint another in his or her place)
                provided such appointees are reasonably acceptable to both of the
                Founding
                Shareholders. The initial General Manager to be nominated by Orbotech
                shall be Mr. Uri Feldman and the initial General Manager to be nominated
                by Valor shall be Mr. Shlomo Almog. At such time as the holdings
                of the
                Founding Shareholders (together with the holdings of their respective
                Permitted Transferees) are not equal or the Founding Shareholders
                shall
                mutually agree upon a suitable candidate, the two General Managers
                shall
                be replaced with a single General Manager. Such General Manager shall
                be
                empowered with all the same rights and authorizations, and subject
                to the
                same duties, as the two General Managers. Subject to the provisions
                of
                Sections 9.6 and 9.7 below,
                the General Managers shall have full authority to manage and execute
                all
                day-to-day business decisions relating to the JV
                Entities.

            


    

    


    
      	
              9.5.

            	
              Management
                and Officers.
                The internal management structure of the JV Company and the JVLP
                shall be
                reflected in a management plan and organizational chart to be prepared
                by
                the Parties prior to or immediately after the Closing, in accordance
                with
                the principles set forth in the Budget. The General Managers will
                recommend internal rules of procedure to be approved by the Board.
                The
                Board shall nominate and appoint personnel to fill senior managerial
                functions. Initially, such senior functions shall be equally apportioned
                between personnel recommended by each of the Founding Shareholders.
                It is
                hereby agreed that Mr. Bini Elhanan shall be the initial Vice President,
                Research and Development of the JV and that Mr. Hezy Rotman or another
                candidate to be nominated by Orbotech, shall be the initial Vice
                President, Marketing and Sales of the
                JV.

            


    

    


    
      	
              9.6.

            	
              Major
                Decisions — Shareholders.
                For as long as the holdings of the Founding Shareholders (together
                with
                the holdings of their respective Permitted Transferees) in the JV
                are
                equal, any of the following matters

            


    

    


    
      
        
          
          

        

        
          -30-

          
            

          

        

        
          
          

          CONSOLIDATED
            VERSION

        

      

    

     

     

    in
      respect of the JV Entities may only be determined
      with the approval of both of the Founding Shareholders regardless of whether
      such matter might otherwise be deemed to be part of the day-to-day management
      of
      either of the JV Entities and regardless of whether such matter might otherwise
      be deemed to be within the competence of the Board:

     

    
      	
              9.6.1.

            	
              Any
                change in the number or composition of the Board or the method prescribed
                for appointing the members to the
                Board.

            


    

    


    
      	
              9.6.2.

            	
              Any
                addition to, amendment, revision or other change of or to the
                organizational or charter documents of any of the JV
                Entities.

            


    

    


    
      	
              9.6.3.

            	
              Any
                change in the capital structure of either of the JV Entities, including,
                but not limited to, any split or subdivision of stock, the creation
                of new
                stock or separate classes of stock, the alteration of rights associated
                with any class of stock, or the issue of any debenture or loan stock
                of
                either of the JV Entities and any recapitalization or reduction in
                capital
                structure of either of the JV Entities or any changes in the authorized
                capital stock of either of the JV Entities and/or any increase in
                the
                issued and outstanding shares of capital stock of either of the JV
                Entities, issuance of any new or additional shares in the JV Company,
                issuance or authorization for issuance or sale of any of the capital
                stock
                of either of the JV Entities. For purposes hereof, the term “stock” shall
                also mean “partnership interest” as applicable, mutatis mutandis.
                

            


    

    


    
      	
              9.6.4.

            	
              The
                merger, reorganization, or consolidation of either of the JV Entities
                or
                the sale or other transfer of all or substantially all of the assets
                of
                the JV or obligating itself to do so with or into any other
                entity.

            


    

    


    
      	
              9.6.5.

            	
              The
                making, entry into, or agreement to make or enter into, or amendment
                of
                any contract or arrangement between either of the JV Entities or
                their
                subsidiaries and any shareholder, officer or director or any entity
                controlled by, controlling, or under common control with any shareholder,
                officer or director (other than as provided for in this
                Agreement).

            


    

    


    
      	
              9.6.6.

            	
              The
                appointment and removal of the auditors of any of the JV Entities
                and the
                fixing of their remuneration.

            


    

    


    
      	
              9.6.7.

            	
              The
                formal approval of the actions by the Board and General Managers
                as shall
                be required pursuant to the applicable Articles of Association or
                Limited
                Partnership Agreement of the JV
                Entities.

            


    

    


    
      
        
          
          

        

        
          -31-

          
            

          

        

        
          
          

          CONSOLIDATED
            VERSION

        

      

    

    


    


    
      	
              9.6.8.

            	
              The
                approval of a Budget or change thereto which shall allocate to annual
                marketing or research and development amounts which are more than
                20% or
                30% of annual forecasted sales,
                respectively.

            


    

    


    
      	
              9.6.9.

            	
              The
                JV shall give prior notice to the Founding Shareholders of any agreements
                with an entity which competes, directly or indirectly, with either
                Founding Shareholder (other than an agreement solely for the sale,
                license
                and/or service of the JV Products to or by such entity as an end
                user) and
                the key terms thereof. In the event a Founding Shareholder so requests
                by
                written notice to the JV and the other Founding Shareholder within
                15 days
                of the JV’s notice, such agreement shall not be effective unless approved
                by both Founding Shareholders, which approval will not be unreasonably
                withheld.

            


    

    


    
      	
              9.6.10.

            	
              Any
                matter which if not approved, or any matter which if approved, would
                result in a freeze of either of the JV Entities’ business or lead to a
                cessation or termination of either of the JV Entities’
                business.

            


    

    


    
      	
              9.6.11.

            	
              The
                taking by either of the JV Entities of any loan, or the granting
                by either
                of the JV Entities of any security in any of the assets of either
                of the
                JV Entities, which, in the aggregate, shall be in excess of 20% of
                the
                revenues of the JV for the previous year. For the removal of doubt,
                this
                provision shall not derogate from Orbotech’s obligations with respect to
                Additional Working Capital as set forth in Section 3.5
                above.

            


    

    


    
      	
              9.6.12.

            	
              Entering
                into any contract, agreement, arrangement or commitment relating
                to the JV
                which provides for a cost or obligation to the JV in excess of
                US$1,000,000.

            


    

    


    
      	
              9.7.

            	
              Major
                Decisions — Board of Directors.
                For as long as the holdings of the Founding Shareholders (together
                with
                the holdings of their respective Permitted Transferees) in the JV
                Entities
                are equal, any of the following matters in respect of the JV may
                only be
                determined by the Board regardless of whether such matter might otherwise
                be deemed to be part of the day-to-day management of the JV Entities:
                

            


    

    


    
      	
              9.7.1.

            	
              The
                entry by any of the JV Entities into any business not described in,
                or any
                material deviation from, the
                Budget.

            


    

    


    
      	
              9.7.2.

            	
              Any
                sale of any substantial asset of any of the JV Entities, or contract
                or
                agreement to sell, or removal, abandonment, or other disposition
                of, any
                substantial asset of any of the JV
                Entities.

            


    

    


    
      
        
          
          

        

        
          -32-

          
            

          

        

        
          
          

          CONSOLIDATED
            VERSION

        

      

    

    


    


    
      	
              9.7.3.

            	
              The
                making and/or effecting of any change in any accounting principles
                or
                practices of either of the JV Entities or the method in which the
                books
                and records of either of the Joint Entities are
                maintained.

            


    

    


    
      	
              9.7.4.

            	
              The
                taking by either of the JV Entities of any loan, or the granting
                by either
                of the JV Entities of any security in any of the assets of either
                of the
                JV Entities if not approved in the
                Budget.

            


    

    


    
      	
              9.7.5.

            	
              Entering
                into any contract, agreement, arrangement or commitment relating
                to either
                of the JV Entities which provides for a cost or obligation to either
                of
                the JV Entities in excess of US$200,000, if
                not included in the Budget.

            


    

    


    
      	
              9.7.6.

            	
              The
                approval, amendment or modification of the Budget, or the adoption
                of an
                annual plan and budget for either of the JV Entities (apart from
                the
                Budget).

            


    

    


    
      	
              9.8.

            	
              Reports.

            


    

    


    
      	 	
              The
                Parties acknowledge the existing reporting requirements of Orbotech
                as a
                company whose shares are publicly traded on the Nasdaq National Market
                System and of the potential reporting requirements of Valor, which
                intends
                to conduct an initial public offering in the United States (and/or
                Israel)
                and to list its shares for trading on the Nasdaq National Market
                System,
                the Tel-Aviv Stock Exchange or any other recognized stock exchange.
                Accordingly, the following shall
                apply:

            


    

    


    
      	
              9.8.1.

            	
              Each
                of the JV Entities shall maintain a system of accounting established
                and
                administered in accordance with Israeli and United States Generally
                Accepted Accounting Principles consistently applied, shall keep full
                and
                complete financial records, and shall furnish to the Parties the
                following
                reports in NIS and in U.S. Dollars and in the English
                language:

            


    

    


    
      	
              9.8.1.1.

            	
              within
                15 days after the end of each month, an unaudited profit and loss
                statement, balance sheet and schedule as to cash flow, in reasonable
                detail, and a report by management with respect to the previous month
                (which report shall include any other statements produced for internal
                managerial purposes and events of importance to the JV Entity’s business
                activities).

            


    

    


    
      	
              9.8.1.2.

            	
              within
                20 days after the end of each fiscal quarter, an income statement
                through
                the end of such quarter

            


    

    


    
      
        
          
          

        

        
          -33-

          
            

          

        

        
          
          

          CONSOLIDATED
            VERSION

        

      

    

     

     

    and
      a balance sheet as at the end of such quarter
      (prepared on a consolidated basis, if applicable), and related statements of
      changes in shareholder’s equity, together with a cash flow statement, all for
      each such quarter and for that part of the fiscal year of the JV Entity then
      ended, reviewed by the independent certified public accountants of the
      JV.

     

    
      	
              9.8.1.3.

            	
              within
                20 days after the end of each fiscal year, an income statement for
                such
                fiscal year, a balance sheet of the JV Entity and statement of
                shareholder’s equity as of the end of such year, and a statement of cash
                flow for such year, including notes and disclosure according to United
                States securities regulations and, if requested by one of the Founding
                Shareholders, according to Israeli securities regulations as well,
                such
                year-end financial reports to be audited by the independent certified
                public accountants of the JV.

            


    

    


    
      	
              9.8.1.4.

            	
              as
                soon as reasonably practicable, such other information relating to
                the
                financial condition, business, prospects or corporate affairs of
                the JV
                Entity, or material developments related thereto, as a Party may
                from time
                to time reasonably request.

            


    

    


    
      	
              9.8.2.

            	
              The
                obligation of any JV Entity to provide monthly reports as aforesaid
                shall
                expire from the date such JV Entity becomes subject to the reporting
                requirements of the United States Securities Exchange Act of 1934,
                as
                amended, or the Israeli Securities Law, 5728-1968, as amended, or
                any
                other comparable securities laws in other
                jurisdictions.

            


    

    


    
      	
              9.8.3.

            	
              After
                the Closing and upon request, each of Orbotech and Valor shall use
                reasonable efforts to provide the other with proforma information
                concerning its prior revenue performance with respect to the JV Existing
                Products and prior direct R&D expenses with respect to JV Existing
                Products and JV Development Products to the extent required by the
                U.S.
                Securities and Exchange Commission or the Israel Securities Authority.
                

            


    

    


    


    SECTION
      10

    Intellectual
      Property

    


    
      	
              10.1.

            	
              Intellectual
                Property Owned/Retained by Orbotech and Valor.
                Each of Orbotech and Valor shall as of the Closing Date, jointly
                make
                available

            


    

    


    
      
        
          
          

        

        
          -34-

          
            

          

        

        
          
          

          CONSOLIDATED
            VERSION

        

      

    

     

     

    the
      IP Rights to the JV, subject to their retaining
      an irrevocable, perpetual, non-exclusive, right to use and develop the IP Rights
      in other fields of operations, all subject to the non-competition provisions
      of
      Section 11 of this Agreement. “IP
      Rights”
of
      the
      Founding Shareholders shall mean all of their intellectual property rights
      to
      CAM and archiving systems for PCB Fabrication (including the graphical part
      of
      software interfaces between AOI and CAM systems for PCB Fabrication), including
      but not limited to source codes, documentation, database formats and trade
      names.

     

    
      	 	
              Neither
                of the Founding Shareholders will be making available to the JV any
                right
                whatsoever in any other intellectual property right belonging to
                it other
                than as expressly specified in this Section 10.1. Without derogating
                from
                the foregoing, all intellectual property rights for all current products
                of Valor and of Orbotech (other than with respect to the JV Existing
                Products and the JV Development Products) will remain the sole property
                of
                the respective Founding Shareholder. No intellectual property rights
                are
                granted hereunder by one Founding Shareholder to the
                other.

            


    

    


    
      	
              10.2.

            	
              Intellectual
                Property Developed by the JV.
                Any and all intellectual property developed by the JV (“IP
                Developments”)
                shall be the property of the JV, and subject to the following sentence,
                of
                the Founding Shareholders, but shall be subject to the non-competition
                undertakings provided in Section 11 below. For so long as each of
                the
                Founding Shareholders and/or its Permitted Transferees shall hold
                at least
                a 30% interest in the JV, IP Developments shall be available to such
                Founding Shareholder for the use by it or its Affiliates subject
                to the
                non-competition undertakings provided in Section 11 below, such use
                to be
                without charge.

            


    

    


    
      	
              10.3.

            	
              Enforcement
                of Rights.
                If any Party becomes aware of any product or activity of any third
                party
                that involves infringement or violation of the IP Rights or the IP
                Developments, it shall promptly notify the other Parties of such
                infringement or violation. The restraining or enjoining of any
                infringement or violation of any IP Rights or IP Developments shall
                be the
                sole responsibility and expense of the JV (and any amounts awarded
                by way
                of judgment, settlement, or compromise shall be paid to the JV),
                and the
                JV shall promptly take all such actions as the Board shall determine
                to
                protect such rights. However, in
                the event that the JV decides not to pursue or defend an action relating
                to such intellectual property, either of the Founding Shareholders
                shall
                have the right to pursue or defend such action at its own cost in
                order to
                protect such rights for itself or the JV and, unless the JV’s
                determination not to protect such rights derives only from such Founding
                Shareholder’s vote or the vote of the directors nominated by such Founding
                Shareholder, any amounts awarded by way of judgment, settlement or
                compromise shall be paid to such Founding Shareholder. The Founding
                Shareholders and the JV shall provide all reasonable cooperation
                in any
                action hereunder.

            


    

    


    
      
        
          
          

        

        
          -35-

          
            

          

        

        
          
          

          CONSOLIDATED
            VERSION

        

      

    

    


    


    
      	
              10.4.

            	
              Further
                Agreements.
                Each of the Parties shall, promptly upon the request of any other
                Party,
                execute and deliver such documents or agreements (including, without
                limitation, powers-of-attorney and licenses) as such Party shall
                reasonably request to implement the provisions of this Section 10
                from time to time.

            


    

    


    
      	
              10.5.

            	
              Chief
                Scientist Funding.
                Orbotech represents that the
                research and development of the IP Rights (with respect to both JV
                Existing Products and JV Development Products) to be made available
                by
                Orbotech were funded through the Office of the Chief Scientist at
                the
                Ministry of Industry and Trade of the State of Israel (the “OCS”)
                and that the products and intellectual property of EIT which will
                be made
                available to the JV pursuant to Section 11.4 below were also funded
                by the
                OCS. Valor represents that none of the IP Rights made available by
                Valor
                were so funded. Accordingly, the availability and use of such IP
                Rights
                and other rights shall be subject to the approval of the OCS and
                the terms
                and conditions thereof and of the Law for the Encouragement of Industrial
                Research and Development, 5744-1984 and the Regulations promulgated
                thereunder. Orbotech shall apply to the OCS for its approval to the
                transactions contemplated herein, and the Parties shall cooperate
                as may
                reasonably be required with respect thereto. The receipt of the approval
                of the OCS in form and substance satisfactory to the Founding Shareholders
                shall be a condition to Closing. Subject to the Closing, the JV shall
                pay
                all royalties due to the OCS with respect to the JV Products with
                respect
                to the period subsequent to the Closing and shall indemnify the other
                Parties against any failure by the JV to pay such
                royalties.

            


    

    


    


    SECTION
      11

    Non-Competition,
      Corporate Opportunities

    


    Each
      of
      the Parties hereby undertakes to each of the other Parties as
      follows:

    


    
      	
              11.1.

            	
              Non-Competition
                of Founding Shareholders with the Joint Venture.
                Unless otherwise set forth herein, each of the Founding Shareholders
                shall
                not, anywhere in the world, engage either “directly or indirectly” (as
                defined in Section 11.5 below), in any activity which is one of the
                JV
                Activities or one of the activities approved pursuant to Section
                11.2
                below: for (a) a period which shall commence upon the Closing and
                shall
                continue for the period that such Founding Shareholder and/or its
                Permitted Transferees shall hold an interest in the JV (the “Founding
                Shareholder Holding Period”);
                and (b) an additional period equal to the Founding Shareholder Holding
                Period provided that such additional period shall not be more than
                thirty-six (36) months or less than eighteen (18) months (the Founding
                Shareholder Holding Period together with such additional period,
                with
                respect to each Founding Shareholder, is hereinafter called the
                “Founding
                Shareholder NC Period”).

            


    

    


    
      
        
          
          

        

        
          -36-

          
            

          

        

        
          
          

          CONSOLIDATED
            VERSION

        

      

    

     

     

    Notwithstanding
      the above, no Founding Shareholder may
      use any IP Developments in any activity which is one of the JV Activities
      whether during its Founding Shareholder NC Period or thereafter.

     

    
      	
              11.2.

            	
              Non-Competition
                of the JV Entities with Founding Shareholders.
                For as long as both Founding Shareholders and/or their respective
                Permitted Transferees hold interests in the JV, none of the JV Entities
                shall engage, anywhere in the world, directly or indirectly in any
                activity which is not one of the JV Activities without the consent
                of both
                Founding Shareholders. Thereafter, the JV will not compete with any
                of the
                products or services which were provided by a Founding Shareholder
                upon
                termination of its Founding Shareholder Holding Period, for the remainder
                of its Founding Shareholder NC
                Period.

            


    

    


    
      	
              11.3.

            	
              Deleted

            


    

    


    
      	
              11.4.

            	
              Purchase
                of EIT and other CAM Opportunities by the
                Parties.

            


    

    


    
      	
              11.4.1.

            	
              Orbotech
                has represented that it has entered into an agreement with EIT and
                Toyo
                Ink. Mfg., Co. Ltd. (“Toyo”)
                for the purchase of EIT’s assets and with respect to certain commitments
                to support Toyo and its customers. Upon the later of the closing
                of such
                purchase or the Closing, Orbotech shall make available to the JV
                all
                rights and intellectual property acquired from EIT with respect to
                the JV
                Activities, including but not limited to, products, source codes,
                documentation and the like, as well as the obligations to EIT and
                Toyo
                undertaken pursuant to such agreement against: (a) an immediate payment
                of
                US$*; and (b) additional quarterly payments equal to *% * derived
                from the
                sales of EIT products (not including support or service income) during
                the
                * years following the date that such assets become available to the
                JV,
                payable within 30 days of the end of each quarter, provided that
                such
                additional consideration shall not exceed US$*, in the aggregate
                (i.e.,
                US$* in all). V.A.T. shall be added by the JV to all payments hereunder.
                Unless otherwise specified, the provisions of this Agreement shall
                also
                apply mutatis
                mutandis to
                the above rights and obligations made available to the JV as aforesaid.
                Notwithstanding anything to the contrary contained herein (other
                than as
                set forth in Section 10.5 hereof and in Appendix
                11.4.1
                attached hereto), Orbotech makes no representation or warranty, express
                or
                implied, with respect to any rights or assets of EIT made available
                in
                accordance with the provisions hereof, all of which are provided
“as is”.
                Orbotech shall indemnify and hold harmless the JV from and against
                any
                damages resulting from any breach by Orbotech of the agreement with
                EIT
                and Toyo and the JV shall indemnify


            


    

     

    
      *
        Omitted pursuant to a confidential treatment request.
        The confidential portion has been filed separately with the SEC.

       

    

    
      
        
          
          

        

        
          -37-

          
            

          

        

        
          
          

          CONSOLIDATED
            VERSION

        

      

    

    


     

    and
      hold harmless Orbotech from and against any
      damages resulting from any non compliance by the JV with any obligation to
      EIT
      or Toyo assumed or to be performed hereunder by the JV.

     

    
      	
              11.4.2.

            	
              In
                the event any of the Founding Shareholders or their Permitted Transferees
                will otherwise purchase or receive rights with respect to CAM or
                archiving products
                for use by PCB Fabrication Entities during their respective Founding
                Shareholder Holding Period, then such Founding Shareholder shall
                give the
                JV and the other Founding Shareholder prompt notice thereof and if
                the JV
                or the other Founding Shareholder shall so request, then: the acquiring
                Founding Shareholder shall transfer and sell such purchased rights,
                business or products to the JV at cost (or if the same shall not
                be
                permitted, behave with respect thereto in the manner set forth in
                Section
                5.13 hereof). In the event that such transfer (including in the manner
                set
                forth in Section 5.13 hereof) is prohibited by any law or agreement,
                or in
                the event rights as aforesaid with respect to CAM or archiving products
                for use by PCB Fabrication Entities are purchased or acquired by
                a
                Founding Shareholder or its Permitted Transferee after the Founding
                Shareholder Holding Period, then for the remainder of such Founding
                Shareholder’s Founding Shareholder NC Period the relevant Founding
                Shareholder shall not use such assets in a manner which shall violate
                its
                non-competition obligations set forth in Section 11 hereof or sell
                such
                assets (or otherwise make such assets available) to a competitor
                of the JV
                Entities without the prior written consent of the other Founding
                Shareholder.

            


    

    


    
      	
              11.5.

            	
              “directly
                or indirectly”.
                Defined. For
                purposes of this Section 11, “directly or indirectly” shall mean - either
                as principal, agent, contractor, director, manager, shareholder,
                investor,
                guarantor, consultant or partner in any business, firm, partnership
                or
                corporation, either individually or in partnership or in conjunction
                with
                any person or persons, firm, business, association or corporation,
                in any
                way or manner, or any interest in or concern with or the assisting
                of any
                person or persons, firm, association, business or corporation engaged
                which has as an objective, partial or otherwise, or is engaged with,
                in
                any manner of activity, in any of the activities specified in the
                relevant
                subsection of this Section 11.

            


    

    


    
      	
              11.6.

            	
              Corporate
                Opportunities.
                In addition to their obligations under Sections 11.1 through 11.5
                above,
                each of the Founding Shareholders shall notify the other Founding
                Shareholder and the JV Company of any matter that might create a
                potential
                conflict with its obligations pursuant to this Agreement. The Founding
                Shareholders and the JV Company will discuss the consequences and
                implications of such issues or matters
                and

            


    

    


    
      
        
          
          

        

        
          -38-

          
            

          

        

        
          
          

          CONSOLIDATED
            VERSION

        

      

    

     

     

    attempt
      to resolve them amicably.

     

    
      	
              11.7.

            	
              Remedies.
                The Founding Shareholders and the JV expressly agree and acknowledge
                that
                the detriment caused by any violation of any provision of Section
                10 above
                and this Section 11, among other sections of this Agreement, could
                be so
                severe and fundamental as to be impossible to quantify in monetary
                damages. Accordingly, the Founding Shareholders agree that the JV
                Company
                and each Founding Shareholder shall be entitled to obtain an order
                for
                specific performance, by a temporary or permanent injunction against
                a
                violation, of any and all provisions of Section 10 above and this
                Section
                11 or any other appropriate equitable relief. Nothing in this Section
                11.7
                shall be interpreted to limit in any way any other legal or equitable
                remedies which may be or become available as a result of a breach
                of any
                portion of Section 10 above and this Section 11, including monetary
                damages.

            


    

    


    
      	
              11.8.
                

            	
              Employees.
                Until the first to expire of the Founding Shareholder NC Periods
                with
                respect to either Founding Shareholder, neither of the Founding
                Shareholders shall solicit for employment, or hire, until the lapse
                of one
                year from the termination of the employment of such employee by the
                JV or
                the other Founding Shareholder, whether directly or indirectly, any
                of the
                Designated Employees or any other employee of the JV or of the other
                Founding Shareholder or of any of its Affiliates, and, in the event
                this
                Agreement is signed but the Closing does not occur, neither Founding
                Shareholder shall, for a period of one (1) year following the date
                hereof,
                hire or solicit for employment, whether directly or indirectly, any
                of the
                employees of the other Founding Shareholder or its Affiliates without
                its
                written consent.

            


    

    


    
      	
              11.9.

            	
              Termination
                upon Liquidation:
                Notwithstanding anything contained in this Section 11 to the contrary,
                the
                Founding Shareholders’ obligations under this Section 11 shall terminate
                upon completion of the dissolution or liquidation of the JVLP pursuant
                to
                the Partnerships Ordinance (New Version) 1975. The Founding Shareholders
                hereby agree and undertake not to take any action including applying
                to
                any competent court or judicial body, for the liquidation or dissolution
                of the JVLP prior to the expiration of 18 months from the Closing,
                other
                than as set forth in Section 3.5.3 above. Furthermore, upon such
                dissolution or liquidation, each of the Founding Shareholders shall
                be
                free to employ any of the Designated Employees or any other employee
                of JV
                regardless of any undertaking of non-competition any such employee
                may
                have to the other Founding Shareholder, and no claim may be made
                by such
                other Founding Shareholder against such employee or the first Founding
                Shareholder.

            


    

    


    


    SECTION
      12

    Dispute
      Resolution

    


    


    
      
        
          
          

        

        
          -39-

          
            

          

        

        
          
          

          CONSOLIDATED
            VERSION

        

      

    

    


    
      	
              12.1.

            	
              Dispute.
                In the event of a dispute that arises between the Parties based on
                an
                alleged breach or default of this Agreement, any question of
                interpretation relating to this Agreement, or any other question,
                conflict, or dispute relating hereto or to the Parties’ rights or
                obligations hereunder, the disputing Parties shall meet and negotiate
                in
                good faith to settle the matter amicably. If the disputing Parties
                are
                unable to settle such matter within 3 days after either Party has
                given
                the other written notice of the dispute, either disputing Party may
                initiate the arbitration procedure set forth below by notice in writing
                to
                the other Party (the “Dispute
                Notice”).
                The Dispute Notice shall set forth the subject matter of the dispute,
                the
                notifying Party’s proposed resolution of the dispute and, to the best of
                the notifying Party’s knowledge and understanding, the other Party’s
                proposed resolution of the dispute.

            


    

    


    
      	
              12.2.

            	
              Appointment
                of Arbitrator.
                Within thirty (30) days following delivery of the Dispute Notice,
                the
                Parties in dispute shall appoint a single arbitrator (the “Arbitrator”)
                to finally resolve issues hereunder. The Arbitrator shall resolve
                disputes
                within 60 days of receipt of the Dispute Notice or within a time
                frame as
                shall otherwise be agreed by the disputing Parties. The governing
                law
                which the Arbitrator shall apply shall be the laws of the State of
                Israel,
                the Arbitrator shall be exempt from the rules of civil procedure
                and
                evidence, but shall be required to make his or her decision in accordance
                with substantive law and shall be required to give reasons for his
                decision. The decision of the Arbitrator shall legally bind the disputing
                Parties and may be enforced by a court of competent jurisdiction.
                The
                arbitration proceedings shall be conducted in
                Hebrew.

            


    

    


    
      	
              12.3.

            	
              Court
                Jurisdiction.
                Should the disputing Parties be unable to agree upon the Arbitrator
                or
                neither disputing Party shall elect to initiate arbitration within
                30 days
                following the Dispute Notice, then the matter shall be subject to
                the sole
                and exclusive jurisdiction of the competent courts of Tel-Aviv and
                each
                disputing Party shall have the right to file and submit their claims
                with
                such court against the other disputing
                Party.

            


    

    


     

    SECTION
      13

    Term

    


    
      	
              13.1.

            	
              Term.
                The term of this Agreement shall expire at such time in which none
                of the
                Founding Shareholders (or their Permitted Tranferees) shall hold
                any
                Beneficial Interests.

            


    

    


    
      	
              13.2.

            	
              Breach.
                It is the intention of the Founding Shareholders that none of the
                Parties
                shall have the right to terminate this Agreement and that the sole
                remedies for a violation by any party hereto of any of its obligations
                under the terms of this Agreement or if any representation or warranty
                made by

            


    

    


    
      
        
          
          

        

        
          -40-

          
            

          

        

        
          
          

          CONSOLIDATED
            VERSION

        

      

    

     

     

    either
      Party shall no longer be correct shall be
      specific enforcement or damages. Notwithstanding the foregoing, in the event
      that a Party shall commit a violation such that a court shall determine that
      the
      Parties would not have intended that this Agreement remain in effect, then,
      any
      other Party shall have the right to terminate this Agreement upon 90 days’ prior
      written notice, and such notice of termination shall become effective unless
      the
      violation shall be completely remedied in the 90 day period (or, in case of
      violations which may not be cured within 90 days, if the defaulting Party shall
      not within such 90 day period undertake to cure such violation and to complete
      such cure within an additional 90 days).

     

    
      	
              13.3.

            	
              Survival.
                Without derogating from the effect of specific provisions in this
                Agreement regarding term or survival of certain Sections, the following
                provisions shall survive the expiration or other termination of this
                Agreement: Sections 1, 5.6-5.8, 11.7, 12, 17 (other than indemnification
                of the JV), 19 and 20.

            


    

    


    


    SECTION
      14

    Closing

    


    
      	
              14.1.

            	
              Conditions
                Precedent.
                The Founding Shareholders’ obligations to consummate their obligations
                hereunder are contingent upon the receipt of the following documents
                in
                form and substance acceptable to the Founding Shareholders (“Conditions
                Precedent”),
                on or before the Closing Date (the receipt of any or all of which
                may be
                waived by agreement between the Founding
                Shareholders):

            


    

    


    
      	
              14.1.1.

            	
              Approval
                of the transactions contemplated hereunder by the Israel Restrictive
                Trade
                Practices Commissioner. 

            


    

    


    
      	
              14.1.2.

            	
              The
                pre-ruling of the Israel Income Tax Authorities, stating that the
                transactions contemplated hereunder and the establishment of the
                JV may be
                executed without any detrimental tax
                result.

            


    

    


    
      	
              14.1.3.

            	
              The
                approval of the Investment Center to the transactions contemplated
                hereunder.

            


    

    


    
      	
              14.1.4.

            	
              The
                approval of the OCS.

            


    

    


    
      	
              14.1.5.

            	
              The
                approval by the United States Securities and Exchange Commission
                confirming and approving the presentation of Valor’s interests in the JV
                (including the proportionate JV sales turnover), in Valor’s financial
                statements and in a prospectus for an IPO of Valor, in the “proportionate
                consolidation” method.

            


    

    


    


    
      
        
          
          

        

        
          -41-

          
            

          

        

        
          
          

          CONSOLIDATED
            VERSION

        

      

    

    


    
      	
              14.2.

            	
              Each
                Founding Shareholder’s Conditions to the Closing.

            


    

    


    
      	 	
              Valor’s
                obligation to consummate its obligations hereunder is subject to
                the
                fulfillment, prior to or at the Closing Date, of each of the conditions
                set forth in Sections 14.2.1 and 14.2.2 below and Orbotech’s obligation to
                consummate its obligation hereunder is subject to the fulfillment,
                prior
                to or at the Closing Date, of each of the conditions set forth in
                Sections
                14.2.1 - 14.2.3 below (collectively the “Founding
                Shareholder Conditions”)
                (any or all of which may be waived by the relevant Founding
                Shareholder):

            


    

    


    
      	
              14.2.1.

            	
              all
                representations and warranties of the other Founding Shareholder
                contained
                herein are true and correct in all material respects at the Closing
                Date.

            


    

    


    
      	
              14.2.2.

            	
              all
                obligations, representations, warranties, covenants, agreements and
                conditions contained in this Agreement to be made, performed or complied
                with by the other Founding Shareholder at or prior to the Closing
                Date
                shall have been made, performed or complied with in all material
                respects.

            


    

    


    
      	
              14.2.3.

            	
              Receipt
                of the written consent of the banks set forth in Appendix
                8
                hereto in form and substance acceptable to Orbotech to the consummation
                of
                the transactions contemplated
                herein.

            


    

    


    
      	
              14.3.

            	
              Closing.
                The Closing shall take place at the offices of Doron Cohen-David
                Cohen, 14
                Abba Hillel Road, Ramat Gan, at 12:00 on
                the Closing Date, or at such other date, time or place as the Parties
                hereto shall mutually agree upon in
                writing.

            


    

    


    
      	
              14.4.

            	
              Transactions
                at Closing.
                Subject in each case to the terms and conditions contained in this
                Agreement, the following documents shall be executed and delivered
                by the
                Parties prior to or concurrently with the Closing, except as otherwise
                expressly stated; such documents shall be deemed to have been executed
                and
                delivered simultaneously and no documents shall be deemed to have
                been
                executed or delivered until all such documents have been executed
                and
                delivered:

            


    

    


    
      	
              14.4.1.

            	
              The
                JVLP Agreement, in the form attached hereto as Appendix
                14.4.1.

            


    

    


    
      	
              14.4.2.
                

            	
              Notification
                to Registrar of Partnerships, in the form attached hereto as Appendix
                14.4.2.

            


    

    


    
      	
              14.4.3.
                

            	
              Memorandum
                of Association of the JV Company, in the form attached hereto as
                Appendix
                14.4.3.
                

            


    

    


    


    
      
        
          
          

        

        
          -42-

          
            

          

        

        
          
          

          CONSOLIDATED
            VERSION

        

      

    

    


    
      	
              14.4.4.
                

            	
              Articles
                of Association of the JV Company, in the form attached hereto as
                Appendix
                14.4.4.

            


    

    


    
      	
              14.4.5.
                

            	
              Notification
                to Companies Registrar, in the form attached hereto as Appendix
                14.4.5.

            


    

    


    
      	
              14.4.6.
                

            	
              Nomination
                of Directors, in the form attached hereto as Appendix
                14.4.6.

            


    

    


    
      	
              14.4.7.

            	
              Share
                Certificates in the form attached hereto as Appendix
                14.4.7.

            


    

    


    
      	
              14.5.

            	
              Outside
                Closing Date.
                In the event that as of October 31, 1998, any of the Conditions Precedent
                or Founding Shareholder Conditions shall not have occurred and the
                same
                shall not have been expressly waived by the Founding Shareholders,
                then
                the Founding Shareholders shall discuss the extension of such date
                as well
                as their conduct during any such extension period provided that this
                Agreement may be cancelled at any time after October 31, 1998 upon
                written
                notice by either Founding Shareholder to the other. In the event
                that this
                Agreement shall be so cancelled, this Agreement shall be null and
                void and
                none of the declarations, representations, warranties or undertakings
                set
                forth herein (including the Preamble and the Appendices hereto),
                other
                than that set forth in Section 11.8 hereof, shall be of any force
                or
                effect and, except as aforesaid, no Party shall have any further
                obligation to the other.

            


    

    


    


    SECTION
      15

    Post
      Closing Covenants

    


    
      	
              15.1.

            	
              Transition.
                During the Founding Shareholder’s NC Period, (a) such Founding Shareholder
                shall refrain from taking any action that is designed or intended
                to have
                the effect of discouraging any lessor, licensor, customer, supplier
                or
                other business associate of the Founding Shareholders from maintaining
                the
                same business relationships with the JV Entities (or their sales
                channels)
                after the Closing Date as it maintained with the Founding Shareholders
                (or
                their sales channels) prior to the date hereof or is otherwise reasonably
                expected to have a detrimental effect on the JV Activities; and (b)
                during
                the Founding Shareholder’s Holding Period, such Founding Shareholder will
                refer to the JV Entities (or their sales channels) all inquiries
                by its
                current or former customers (as of the Closing Date) relating to
                the JV
                Activities.

            


    

    


    
      	
              15.2.

            	
              Access
                to Information.
                Until the eighth (8th) anniversary of the Closing, each Founding
                Shareholder shall: (a) retain or otherwise provide for the retention
                and
                safe keeping of all of its books and records that are not transferred
                to
                the JV Entities pursuant to this Agreement and which relate to the
                JV
                Existing Products or JV Development Products during

            


    

    


    


    
      
        
          
          

        

        
          -43-

          
            

          

        

        
          
          

          CONSOLIDATED
            VERSION

        

      

    

     

     

    periods
      prior to the Closing Date; and (b) upon
      reasonable notice, afford or otherwise provide or enable the officers, employees
      and authorized agents and representatives of the JV Entities reasonable access
      (including the right to make photocopies at JV Entities’ expense), during normal
      business hours, to such books and records.

     

    SECTION
      16

    Transfer
      of Shares; Exit Arrangements

    


    
      	
              16.1.

            	
              Transfer
                of Shares.

            


    

    


    
      	
              16.1.1.

            	
              Except
                as otherwise provided in this Section 16 below, no shareholder or
                partner
                shall be permitted to transfer any shares or other equity or partnership
                interest in any of the JV Entities (but not including the right to
                distributions from the JV) (the “Beneficial
                Interests”)
                without the prior written permission of both Founding Shareholders
                for a
                period of 5 years from the Closing (the “No
                Sale Period”).
                The provisions of this Section 16 shall also be set forth in the
                respective Articles of Association and Limited Partnership Agreement
                of
                the JV Entities. Additionally, the JV Company shall not transfer
                any of
                its partnership interests in the JVLP without the consent of the
                holders
                of seventy-five percent (75%) the outstanding shares of the JV
                Company.

            


    

    


    
      	
              16.1.2.

            	
              Except
                as otherwise expressly provided herein, at no time during the term
                of this
                Agreement shall any shareholder or partner of any of the JV Entities
                pledge, charge, hypothecate, encumber, grant any security interest
                in, or
                otherwise grant any rights to any third party concerning any Beneficial
                Interests without the prior written permission of both Founding
                Shareholders unless: (i) the pledgee is a “bank” (as such term is used in
                the Israel Banking (Licensing) Law 1981-5741); and (ii) the pledgee
                undertakes and agrees, in writing, that its rights in such Beneficial
                Interests shall be subject to all the restrictions regarding transfer
                of
                Beneficial Interests contained in this Section 16.
                

            


    

    


    
      	
              16.1.3.

            	
              Subsequent
                to the No Sale Period, any transfer of Beneficial Interests shall
                be in
                accordance with the provisions set forth in this Section
                16.

            


    

    


    
      	
              16.1.4.

            	
              Unless
                otherwise agreed by the Founding Shareholders, a Founding Shareholder
                may
                not, at any time, transfer any Beneficial Interest in any JV Entity
                unless
                it transfers at the same time and to the same Transferee the corresponding
                Beneficial Interest in all JV
                Entities.

            


    

    


    
      
        
          
          

        

        
          -44-

          
            

          

        

        
          
          

          CONSOLIDATED
            VERSION

        

      

    

     

    
      	
              16.1.5.

            	
              A
                Permitted Transferee may not transfer its Beneficial Interests other
                than
                in connection with a transfer by a Founding Shareholder or as set
                forth in
                Section 16.5 hereof.

            


    

    


    
      	
              16.2.

            	
              Right
                of First Negotiation; Open Negotiation Period.

            


    

    


    
      	
              16.2.1.
                

            	
              At
                any time after the No Sale Period, either Founding Shareholder (the
                “Transferor”)
                desiring to transfer all or any portion of its Beneficial Interests
                (other
                than pursuant to the Permitted Transferee or Forced Exit provisions
                set
                forth in Sections 16.5 and 16.6 below) shall send to the JV Entities
                and
                to the other Founding Shareholder (the “Other
                Founding Shareholder”)
                a written notice (the “First
                Negotiation Notice”)
                stating the Transferor’s intention to transfer its Beneficial
                Interests.

            


    

    


    
      	
              16.2.2.

            	
              For
                a period of up to thirty (30) business days after the delivery of
                the
                First Negotiation Notice (the “First
                Negotiation Period”),
                the Transferor shall negotiate exclusively with the Other Founding
                Shareholder with respect to the Other Founding Shareholder’s purchase of
                all of the Transferor’s Beneficial Interests offered for transfer, subject
                to any restrictions in law, free of any charge, pledge, lien or any
                other
                third party right.

            


    

    


    
      	
              16.2.3.

            	
              In
                the event that the Founding Shareholders do not execute a definitive
                agreement with respect to the Other Founding Shareholder’s purchase of all
                of the Transferor’s Beneficial Interests offered for transfer within the
                First Negotiation Period, then, the Transferor may, within ninety
                (90)
                days after the First Negotiation Period, offer for sale such Beneficial
                Interests (the “Open
                Negotiation Period”)
                (subject to the Right of First Refusal, Right to Tag Along and Right
                of
                Approval set forth below).

            


    

    


    
      	
              16.2.4.

            	
              In
                the event that the Transferor shall not execute an agreement with
                a bona
                fide purchaser upon the terms of the transfer of its Beneficial Interests
                during the Open Negotiation Period, the Transferor shall not continue
                to
                offer or otherwise seek to transfer its Beneficial Interests without
                again
                complying with the first negotiation procedure set forth above (and
                the
                Right of First Refusal, Right to Tag Along and Right of Approval
                set forth
                below).

            


    

    


    
      	
              16.3.

            	
              Right
                of First Refusal; Right to Tag Along.
                At any time during the Open Negotiation Period, the Transferor may
                enter
                into an agreement (the “Terms
                Agreement”)
                with a bona fide proposed purchaser
                (the

            


    

    


    
      
        
          
          

        

        
          -45-

          
            

          

        

        
          
          

          CONSOLIDATED
            VERSION

        

      

    

     

     

    “Transferee”)
      with
      respect to the terms of sale of all or such portion of the Transferor’s
      Beneficial Interests offered for transfer during the First Negotiation Period
      provided the Transferor shall first offer to the Other Founding Shareholder:
      (a)
      the right to purchase all or such portion of the Transferor’s Beneficial
      Interests, pursuant to the Terms Agreement (“Right
      of First Refusal”);
      and
      (b) the right to join the Transferor in its sale of Beneficial Interests to
      the
      Transferee, such that if the other Founding Shareholder so elects (as an
      alternative to the Right of First Refusal), the Transferor may not sell its
      Beneficial Interests unless the Transferee agrees to purchase the same
      percentage of Beneficial Interests from the Other Founding Shareholder as it
      is
      purchasing from the Transferor, pursuant to the Terms Agreement (“Right
      to Tag Along”).
      Any
      transfer of Beneficial Interests by the Transferor to the Transferee shall
      also
      be subject to the Right of Approval set forth in Section 16.4
      below.

     

    
      	
              16.3.1.

            	
              Rights
                Notice.
                The Transferor shall offer the Right of First Refusal and the Right
                to Tag
                Along to the other Founding Shareholder pursuant to a written notice
                to
                the JV Entities and to the Other Founding Shareholder providing details
                of
                the Transferee and a copy of the Terms Agreement (the “Rights
                Notice”).

            


    

    


    
      	
              16.3.2.

            	
              Exercise
                Notice.
                The Other Founding Shareholder may exercise its Right of First Refusal
                or
                Right to Tag Along by giving the Transferor and the JV Entities a
                written
                notice to that effect within thirty (30) days after being served
                with the
                Rights Notice subject to an additional 90 day period to permit the
                Other
                Founding Shareholder to obtain all necessary approvals in connection
                with
                such purchase (and the other Parties shall provide all reasonable
                assistance to the Other Founding Shareholder in connection therewith)
                (the
                “Exercise
                Notice”).

            


    

     

    
      	
              16.3.3.

            	
              Purchase
                by the Other Founding Shareholder.
                If the Other Founding Shareholder shall timely exercise its Right
                of First
                Refusal, then the Transferor’s Beneficial Interests will be sold and
                transferred to the Other Founding Shareholder, in accordance with
                the
                provisions of the Terms Agreement and this Section
                16.

            


    

    


    
      	
              16.3.4.

            	
              Purchase
                by Transferee; Tag Along.
                If, (a) the Transferor shall properly give the First Negotiation
                Notice
                and the Rights Notice, as set forth above; and (b) the Other Founding
                Shareholder shall not timely exercise its Right of First Refusal,
                then:
                (i) none of the Transferor’s Beneficial Interests will be
                

            


    

    


    
      
        
          
          

        

        
          -46-

          
            

          

        

        
          
          

          CONSOLIDATED
            VERSION

        

      

    

     

     

    sold
      to the Other Founding Shareholder; and (ii) subject
      to the Other Founding Shareholder’s Right of Approval, the Transferor shall,
      within sixty (60) days after the last date on which the Exercise Notice may
      be
      submitted, sell to the Transferee, all of the Transferor’s Beneficial Interests
      pursuant to the Terms Agreement provided
      that
      if the
      Other Founding Shareholder shall have timely exercised its Right of Tag Along,
      then none of the Transferor’s Beneficial Interests will be sold unless the
      Transferee purchases (pursuant to the Terms Agreement) all of the Beneficial
      Interests offered by the Other Founding Shareholder pursuant to its Right to
      Tag
      Along.

     

    
      	
              16.3.5.

            	
              In
                the event that the Transferor’s Beneficial Interests are not sold by the
                Transferor as set forth in Section 16.3.4 above (including by reason
                of
                the Transferee’s refusal to satisfy the Other Founding Shareholder’s
                exercise of its Right to Tag Along) within such sixty (60) day period,
                then the Transferor’s Beneficial Interests may not be offered or otherwise
                transferred unless the Transferor shall again comply with all of
                the
                provisions of Section 16.2 and this Section
                16.3.

            


    

    


    
      	
              16.4.

            	
              Right
                of Approval.

            


    

    


    
      	
              16.4.1.

            	
              Notwithstanding
                the foregoing provisions of this Section 16, any transfer of Beneficial
                Interests to a Transferee which is not a Permitted Transferee of
                the
                Transferor shall also be subject to the approval of the identity
                of the
                Transferee by the Other Founding Shareholder, which approval may
                not be
                unreasonably withheld and without providing a written detailed explanation
                (“Right
                of Approval”)
                provided that: (a) in the event that the Transferee is a competitor
                of the
                Other Founding Shareholder, then the Other Founding Shareholder may
                refuse
                to grant such approval, in its sole discretion, by giving written
                notice
                of such competitive relationship and without further explanation;
                and (b)
                no such approval shall be required in the event that the Other Founding
                Shareholder shall exercise its Right to Tag
                Along.

            


    

    


    
      	
              16.4.2.

            	
              The
                Transferor may at any time request the Other Founding Shareholder’s
                approval of the identity of the Transferee by giving written notice
                of
                name of the Transferee (including by providing written notice thereof
                in
                the Rights Notice). The Other Founding Shareholder shall respond
                to the
                Transferor’s request within ten (10) days after delivery of the
                Transferor’s notice and such other information as the Other Founding
                Shareholder may reasonably request. Such approval
                shall

            


    

    


    
      
        
          
          

        

        
          -47-

          
            

          

        

        
          
          

          CONSOLIDATED
            VERSION

        

      

    

    


     

    be
      deemed granted in the event that the Other
      Founding Shareholder shall fail to respond within such 10 day
      period.

     

    
      	
              16.4.3.

            	
              If
                the Transferor believes that the other Founding Shareholder is
                unreasonably withholding its approval, then, within 10 days of delivery
                of
                the Other Founding Shareholder’s written explanation, the Transferor may
                submit the matter to the dispute resolution procedure set forth in
                Section
                12 above.

            


    

    


    
      	
              16.5.

            	
              Certain
                Permitted Transfers.

            


    

    


    
      	
              16.5.1.

            	
              Notwithstanding
                the foregoing provisions of this Section 16, each of the Founding
                Shareholders may transfer a portion of its Beneficial Interests to
                an
                entity in which the Founding Shareholder beneficially holds, directly
                or
                indirectly (including through other such wholly-owned entities),
                all of
                the voting and equity interests in such entity (each, a “Permitted Transferee”)
                and Permitted Transferees may transfer Beneficial Interests to other
                Permitted Transferees and the Founding Shareholders in the manner
                set
                forth in Section 16.5.2 below, and the Other Founding Shareholder’s Right
                of First Refusal, Right to Tag Along and Right of Approval shall
                not
                apply, provided, however, that all such Beneficial Interests transferred
                by a Founding Shareholder or its Permitted Transferee shall continue
                to be
                subject to such rights as if such Beneficial Interests were still
                owned by
                the transferring Founding
                Shareholder.

            


    

    


    
      	
              16.5.2.

            	
              A
                Founding Shareholder or a Permitted Transferee may transfer all or
                any
                portion of its Beneficial Interests to one or more Permitted Transferees
                provided, however, that as a condition to the validity of any such
                transfer:

            


    

    


    
      	
              16.5.2.1.

            	
              the
                Founding Shareholder or transferring Permitted Transferee shall have
                given
                written notice to the JV Entities and the Other Founding Shareholder
                of
                details of the transfer, including the Founding Shareholder’s
                certification that the transferee is a Permitted Transferee and that
                all
                necessary approvals in connection with such transfer have been obtained
                and providing appropriate supporting
                documents;

            


    

    


    
      	
              16.5.2.2.

            	
              such
                Permitted Transferee shall agree in writing to be bound by all the
                terms
                and provisions of this Agreement and to assume all of the obligations
                hereunder to the same extent as the transferring
                

            


    

    


    
      
        
          
          

        

        
          -48-

          
            

          

        

        
          
          

          CONSOLIDATED
            VERSION

        

      

    

    


     

    Founding
      Shareholder; and

     

    
      	
              16.5.2.3.

            	
              the
                transferring Founding Shareholder shall acknowledge in writing that
                it is
                not released from any of its obligations hereunder and that it shall
                be
                liable for and guarantees the performance by the Permitted Transferee
                of
                its obligations and undertakings
                hereunder.

            


    

    


    
      	
              16.5.3.

            	
              Change
                in Permitted Transferee Relationship.

            


    

    


    
      	
              16.5.3.1.

            	
              Notwithstanding
                any provision of this Agreement to the contrary, in the event that
                a
                transferee of Beneficial Interests pursuant to Sections 16.5.1 and
                16.5.2
                ceases to be a “Permitted Transferee” of a Founding Shareholder during the
                term of this Agreement, then: (i) the transferring Founding Shareholder
                (or if such transferring Founding Shareholder shall no longer hold
                any
                Beneficial Interests, the Permitted Transferee thereof) shall notify
                the
                Other Founding Shareholder (or the Permitted Transferee thereof)
                and the
                JV Entities of the change within ten (10) business days
                thereof.

            


    

    


    
      	
              16.5.3.2.

            	
              Within
                7 days of delivery of the foregoing notice, the Other Founding Shareholder
                and the Founding Shareholder (or if any of the Founding Shareholders
                shall
                no longer hold any Beneficial Interests, such Permitted Transferee)
                shall
                appoint a mutually agreed professional third party appraiser (the
                “Appraiser”)
                to determine the value of the Permitted Transferee’s Beneficial Interests
                (the “Valuation”).
                In the event that the Founding Shareholders (and/or their Permitted
                Transferees) shall fail to agree upon an appraiser, the same shall
                be
                appointed by the District Court in Tel-Aviv upon the application
                of either
                Founding Shareholder (or its Permitted Transferee). The Founding
                Shareholder whose transferee ceased to be a Permitted Transferee
                (or if
                the Founding Shareholder shall no longer hold any Beneficial Interests,
                such Permitted Transferee) shall pay the expenses of the
                Appraiser.

            


    

    


    
      	
              16.5.3.3.

            	
              The
                Appraiser shall complete the Valuation and shall provide both Founding
                Shareholders with a signed written original thereof. The Valuation
                shall
                be final for purposes of this Section
                16.5.3.

            


    

    


    
      
        
          
          

        

        
          -49-

          
            

          

        

        
          
          

          CONSOLIDATED
            VERSION

        

      

    

    


    


    
      	
              16.5.3.4.

            	
              The
                Other Founding Shareholder shall have 30 days from the date of receipt
                of
                the Valuation to purchase the Beneficial Interests of such transferee
                who
                ceased to be a Permitted Transferee at a price which shall be equal
                to 80%
                of the value of such Beneficial Interests set forth in the
                Valuation.

            


    

    


    
      	
              16.6.

            	
              Change
                in Control.

            


    

    


    
      	
              16.6.1.

            	
              In
                the event that there is a “Change in Control” (as defined below) of either
                Founding Shareholder (herein, “Changed
                Shareholder”)
                during the period in which such Founding Shareholder and its Permitted
                Transferees holds any Beneficial Interests, the Changed Shareholder
                shall
                give written notice thereof to the other Founding Shareholder (the
                “Other
                Shareholder”)
                within 10 days thereof provided the Other Shareholder (together with
                its
                Permitted Transferees) holds at such time, at least a 30% interest
                in the
                JV. Within 30 days of the Changed Shareholder’s notice, the Other
                Shareholder may give written demand to the Changed Shareholder to
                negotiate exclusively with the Other Shareholder for a period of
                thirty
                (30) business days with respect to the Other Shareholder’s purchase of all
                of the Changed Shareholder’s Beneficial
                Interests.

            


    

    


    
      	
              16.6.2.

            	
              In
                the event that the Founding Shareholders do not execute a definitive
                agreement with respect to the Other Shareholder’s purchase of all of the
                Changed Shareholder’s Beneficial Interests within such negotiation period,
                then, the Other Shareholder may, within 15 days thereafter, give
                written
                notice to the Changed Shareholder invoking the “Sell-Buy Procedure” set
                forth in Section 16.7 below (the “Sell-Buy
                Notice”.)

            


    

    


    
      	
              16.6.3.

            	
              Change
                of Control of a Founding Shareholder.
                For purposes of this Section 16.6, a “Change
                in Control”
                of a Founding Shareholder shall be deemed to have occurred: (i) with
                respect to Valor, until the closing of the initial public offering
                of its
                shares to the public pursuant to a prospectus or similar document
                in
                Israel or abroad, if the “Controlling
                Group of Valor”
                (as defined in Appendix
                16.6.3),
                directly or indirectly, owns beneficially or of record less than
                50.01% of
                the combined voting power of the outstanding voting securities of
                Valor;
                or (ii) with respect to either Founding Shareholder if the board
                of
                directors of such Founding Shareholder (or, if approval of the
                shareholders is required, the shareholders of the Founding Shareholder)
                shall approve: (a) any 

            


    

    


    
      
        
          
          

        

        
          -50-

          
            

          

        

        
          
          

          CONSOLIDATED
            VERSION

        

      

    

     

     

    consolidation
      or merger of the Founding Shareholder in
      which the Founding Shareholder is not the continuing or surviving corporation
      or
      pursuant to which shares of such Founding Shareholder would be converted into
      cash, securities or other property, other than a merger of the Founding
      Shareholder in which the holders of shares of such Founding Shareholder
      immediately prior to the merger have the same proportionate ownership of shares
      of the surviving corporation immediately after the merger; or (b) the adoption
      of any plan or proposal for the liquidation or dissolution of the Founding
      Shareholder; or (iii) during any period of two consecutive years, individuals
      who at the beginning of such period constituted the entire board of directors
      of
      such Founding Shareholder cease for any reason to constitute a majority thereof
      unless the election, or the nomination for election by such Founding
      Shareholder’s shareholders, of each new director was approved by a vote of at
      least two-thirds of the directors then still in office who were directors at
      the
      beginning of the period; or (iv) if a competitor of the other Founding
      Shareholder shall acquire, directly or indirectly, beneficially or of record,
      10% or more of the combined voting power of the outstanding voting securities
      of
      such Founding Shareholder.

     

    
      	
              16.7.

            	
              Sell-Buy
                Procedure.

            


    

     

    
      	
              16.7.1.

            	
              In
                the event that the Other Shareholder shall give the Sell Buy Notice
                as set
                forth above then within 7 days of delivery of such notice, the Founding
                Shareholders shall appoint an Appraiser to provide a Valuation of
                all of
                the Beneficial Interests of both Founding Shareholders and their
                Permitted
                Transferees pursuant to the procedures set forth in Sections 16.5.3.2
                and
                16.5.3.3 except that the JV shall pay the expenses of the
                Appraiser.

            


    

    


    
      	
              16.7.2.

            	
              The
                Valuation shall be final for purposes of the remainder of this Section
                16.7. 

            


    

    


    
      	
              16.7.3.

            	
              Each
                of the Founding Shareholders shall have 30 days from the date of
                receipt
                of the Valuation to make an offer to the other Founding Shareholder
                to
                purchase the other Founding Shareholder’s Beneficial Interests at a price
                which shall at least equal the value of such Beneficial Interests
                as set
                forth in the Valuation (a “Buy Offer”).
                

            


    

    


    
      	
              16.7.4.

            	
              In
                the event only one of the Founding Shareholders makes a Buy Offer,
                the
                other Founding Shareholder shall be obliged to sell its Beneficial
                Interests to the offering Founding Shareholder at the price
                offered.

            


    

    


    
      
        
          
          

        

        
          -51-

          
            

          

        

        
          
          

          CONSOLIDATED
            VERSION

        

      

    

    


    


    
      	
              16.7.5.

            	
              In
                the event that both Founding Shareholders wish to buy the other Founding
                Shareholder’s Beneficial Interests, the Founding Shareholders shall bid
                against each other by means of sending Buy Offers and counter Buy
                Offers
                to each other. The Founding Shareholder offering the highest amount
                shall
                be entitled to buy all of the other Founding Shareholder’s Beneficial
                Interests and such other Founding Shareholder shall be obliged to
                sell the
                same at the price offered. Counter Buy Offers shall be made within
                15 days
                of receipt of a Buy Offer. If an offeree Founding Shareholder fails
                to
                respond to a Buy Offer (i.e., to give a counter Buy Offer) within
                15 days
                of receipt of the Buy Offer, the Buy Offer shall be deemed to have
                been
                accepted by the offeree Founding Shareholder for all purposes
                herein.

            


    

    


    
      	
              16.7.6.

            	
              In
                the event that neither of the Founding Shareholders makes a Buy Offer
                within 30 days of receipt of the Valuation or neither Founding Shareholder
                agrees to purchase the other Founding Shareholder’s Beneficial Interests
                based upon a price at least equal to that reflected in the Valuation,
                the
                Parties shall dissolve the JV Entities and all subsidiaries thereof
                pursuant to applicable law.

            


    

    


    
      	
              16.8.

            	
              Closing;
                Directors.
                Once it is determined which Founding Shareholder will be transferring
                its
                Beneficial Interests in the JV to the other Founding Shareholder
                or
                another purchaser (the “Selling
                Shareholder”),
                the Founding Shareholders shall negotiate a closing date for the
                transfer
                of such Beneficial Interests to the purchasing Founding Shareholder
                or its
                designee for a date no later than 45 days from the date of the acceptance
                (or deemed acceptance) of the Buy Offer. All members of the Board
                of
                Directors of the JV Entities who were designated by virtue of the
                Beneficial Interests so transferred shall be deemed to be dismissed
                from
                their positions as of the date of the closing of such transfer, and
                such
                open directorships shall be filled by the remaining Founding Shareholder.
                

            


    

    


    
      	
              16.9.

            	
              Selling
                Shareholder’s Obligations.
                The Selling Shareholder shall comply with the following
                provisions:

            


    

    


    
      	
              16.9.1.

            	
              For
                a period of one (1) year following the sale of all of its Beneficial
                Interests in the JV Entities in accordance with the provisions of
                Sections
                16.1 - 16.6 (the “Sale”),
                each of the Selling Shareholder and the JV shall continue to supply
                the
                other with the type of goods and services that it supplied in the
                six
                month period prior to the Sale under a supply agreement to be entered
                into
                at arms length prices. The Selling Shareholder and the JV shall also
                continue to provide any support for the products it provided prior
                to the
                Sale, and shall, for the same

            


    

    


    
      
        
          
          

        

        
          -52-

          
            

          

        

        
          
          

          CONSOLIDATED
            VERSION

        

      

    

     

     

    period
      of time, continue to provide the same type and
      level of support, if any, that it previously provided to the other for the
      products produced by it. Notwithstanding the foregoing, the JV shall have the
      right to terminate any sales, agency or customer support agreement with any
      subsidiary of the Selling Shareholder without charge and the Selling Shareholder
      shall cause its subsidiary to give its consent to any such termination. The
      Selling Shareholder shall indemnify the other Founding Shareholder and the
      JV
      from and against any claims made by any of its subsidiaries in this
      respect.

     

    
      	
              16.9.2.
                

            	
              The
                Selling Shareholder and/or the JV shall provide to the other a list
                of the
                suppliers of goods and services used and/or utilized by it in the
                procurement of raw or finished goods and materials that it sold to
                the
                other prior to the Sale.

            


    

    


    
      	
              16.9.3.
                

            	
              All
                rights to IP Rights or other intellectual property granted by the
                Selling
                Shareholder to the JV Entities hereunder, and granted by the JV Entities
                to the Selling Shareholder, under and during the course of this Agreement,
                including rights to IP Developments granted under Section 10.2 shall
                remain in effect after the Sale.

            


    

    


    
      	
              16.9.4.

            	
              The
                Buying Shareholder shall be obliged to assume all outstanding loans
                which
                were granted by the Selling Shareholder to the JV
                Entities.

            


    

    


    


    SECTION
      17

    Indemnification

    


    
      	
              17.1.

            	
              Indemnification
                by Orbotech.
                Orbotech will indemnify Valor and the JV Entities and each of their
                officers, directors, employees, and agents (collectively, “Orbotech Indemnified
                Persons”)
                against, and hold each of them harmless from, any and all damage,
                loss,
                liability and expense (including, without limitation, reasonable
                expenses
                of investigation and reasonable attorneys’ fees and expenses in connection
                with any action, suit or proceeding) incurred or suffered by any
                Orbotech
                Indemnified Person arising out of any breach of any representation,
                warranty, undertaking or agreement made or to be performed by Orbotech
                pursuant to this Agreement.

            


    

    


    
      	
              17.2.

            	
              Indemnification
                by Valor.
                Valor will indemnify Orbotech and the JV Entities, and each of their
                officers, directors, employees, and agents (collectively, “Valor Indemnified
                Persons”)
                against, and hold each of them harmless from, any and all damage,
                loss,
                liability and expense (including, without limitation, reasonable
                expenses
                of investigation and reasonable attorneys’ fees and expenses in connection
                with any action, suit 

            


    

    


    
      
        
          
          

        

        
          -53-

          
            

          

        

        
          
          

          CONSOLIDATED
            VERSION

        

      

    

     

     

    or
      proceeding) incurred or suffered by any Valor
      Indemnified Person arising out of any breach of any representation, warranty,
      undertaking or agreement made or to be performed by Valor pursuant to this
      Agreement.

    


    SECTION
      18

    Confidentiality

    


    
      	
              18.1.

            	
              Publicity.
                None of the Parties shall release any information or issue or cause
                the
                publication of any press release, other than the press release annexed
                hereto as Appendix
                18.1
                and at such time as shall be agreed by the Founding Shareholders,
                with
                respect to the JV or the subject matter of this Agreement without
                the
                consent of the other Parties, except as required by regulatory bodies
                having jurisdiction over such Party, and except as deemed necessary
                by a
                Party, in connection with reporting requirements applicable to its
                status
                as a publicly-traded company, or by the JV in connection with the
                business
                of the JV or as required pursuant to applicable securities laws and
                regulations for the purposes of preparing or filing a prospectus
                with
                respect to the offering to the public of shares of either Founding
                Shareholder, provided that such Founding Shareholder shall request,
                and
                use reasonable efforts to procure, that this Agreement be kept
                confidential and not made available for public inspection or review.
                For
                so long as Valor’s shares are not publicly traded, all press releases with
                respect to the JV or this Agreement as aforesaid will be made by
                Orbotech,
                and, at such time as both Founding Shareholders’ shares are publicly
                traded, will be coordinated and made by both Founding
                Shareholders.

            


    

    


    
      	
              18.2.

            	
              Confidentiality.
                Each of the Founding Shareholders shall hold in strict confidence
                and
                shall cause its directors, shareholders, employees, consultants and
                advisors to hold in strict confidence, all documents and information
                concerning the JV Entities and the JV Products furnished to it or
                its
                representatives at any time (collectively, the “Confidential
                Information”)
                and will use the Confidential Information only in connection with
                its
                capacity as a shareholder of the JV Company; except as deemed necessary
                by
                such Founding Shareholder, in connection with reporting requirements
                applicable to its status as a publicly-traded company, or to protect
                its
                rights hereunder or as otherwise required by law or as required pursuant
                to applicable securities laws and regulations for the purposes of
                preparing or filing a prospectus with respect to the offering to
                the
                public of shares of either Founding Shareholder, provided that such
                Founding Shareholder shall request, and use reasonable efforts to
                procure,
                that this Agreement be kept confidential and not made available for
                public
                inspection or review.

            


    

    


    


    SECTION
      19

    Waiver
      of Claims

    


    
      
        
          
          

        

        
          -54-

          
            

          

        

        
          
          

          CONSOLIDATED
            VERSION

        

      

    

    


    


    
      	
              19.1.

            	
              Waiver
                by Founding Shareholders. Provided
                that all Conditions Precedent and Founding Shareholder Conditions
                specified in Section 14 have been fully met or waived in writing,
                (a) the
                Founding Shareholders hereby release and forever discharge each other
                and
                any Claims Affiliates (as defined in Section 19.3 hereof), of and
                from any
                and all claims, debts, liabilities, damages, lost profits, property
                damages, losses of services, expenses, compensation, demands, obligations,
                costs, actions and causes of action of every nature, character and
                description, known and unknown, vested and contingent, which they
                now own
                or hold, or have at any time owned or held, against each other arising
                from any of the Founding Shareholders’ activities, lack of activities or
                from any reason whatsoever prior to the Closing; and (b) each Founding
                Shareholder shall cancel and withdraw, immediately after the Closing,
                all
                proceedings, complaints etc., initiated by it (and shall cause the
                same
                with respect to proceedings initiated by its Claims Affiliates) against
                the other Founding Shareholder or its Claims Affiliates pending before
                any
                Authority, person or corporation, whether in Israel or anywhere in
                the
                world.

            


    

    


    
      	
              19.2.

            	
              No
                Claims Assigned.
                Each of the Founding Shareholders represents and warrants that it
                has not
                assigned or transferred or purported to assign or transfer to any
                person,
                firm or corporation whatsoever, any claim, debt, liability, demand,
                obligation, cost, expense, action or cause of action herein released.
                If
                there is any claim, debt, liability, demand, obligation, cost, expense,
                action or cause of action based on or arising out of or in connection
                with
                any such transfer or assignment or purported transfer or assignment,
                the
                transferring or assigning Founding Shareholder agrees to indemnify
                and
                hold the other Founding Shareholder and the JV harmless against such
                assigned or purportedly assigned claim, debt, liability, demand,
                obligation, cost, expense, action or cause of action, including reasonable
                attorneys’ fees and costs incurred in connection
                therewith.

            


    

    


    
      	
              19.3.

            	
              Claims
                Affiliates Defined.
                For the purpose of this Section 19 only, “Claims
                Affiliates”
                of a Founding Shareholder shall mean its direct and indirect shareholders,
                subsidiaries, representatives, agents, employees, attorneys, officers
                and
                directors.

            


    

    


    


    SECTION
      20

    General
      Provisions

    


    
      	
              20.1.

            	
              Relationship
                of the Parties.
                The Parties are strictly independent contractors and shall so represent
                themselves to all third parties. No Party has the right to bind any
                other
                in any manner whatsoever and nothing in this Agreement shall be
                interpreted to make any Party the agent or legal representative of
                any
                other.

            


    

    


    
      	
              20.2.

            	
              Assignment.
                This Agreement and its appendices shall not be assigned
                by

            


    

    


    
      
        
          
          

        

        
          -55-

          
            

          

        

        
          
          

          CONSOLIDATED
            VERSION

        

      

    

     

     

    any
      Party without the prior written consent of the other
      Parties.

     

    
      	
              20.3.

            	
              Taxes.
                Each Party shall be solely responsible for any income, sales, use,
                service
                or other tax levied or incurred on account of the Agreement or the
                activities hereunder. If required by law, each Party may withhold
                at the
                source any withholding tax based on the income received by the other
                Party
                under this Agreement.

            


    

    


    
      	
              20.4.

            	
              Force
                Majeure.
                No Party shall be held responsible for any delay or failure in performance
                hereunder caused in whole or in part by fires, strikes, floods, embargoes,
                labor disputes, acts of sabotage, riots, accidents, voluntary or
                mandatory
                compliance with any governmental act, regulation or request, acts
                of God
                or public enemy, war acts, or omissions or other causes beyond its
                control
                and without its fault or
                negligence.

            


    

    


    
      	
              20.5.

            	
              Notice.
                Notice as required herein shall be delivered by courier service with
                receipt of delivery at the address stated above. A notice shall be
                effective as of the date so
                delivered.

            


    

    


    
      	
              20.6.

            	
              Entire
                Agreement and Amendment.
                This Agreement and the Preamble and Appendices hereto, constitute
                the
                entire agreement between the Parties with respect to the subject
                matter
                hereof and contain all of the promises, undertakings, and other
                representations made by the Parties to each other prior to its execution,
                all of which are merged herein.

            


    

     

    
      	 	
              This
                Agreement and the Appendices hereto override and supersede any prior
                agreement, understanding, promise or undertaking of the Parties with
                respect to the subject matter hereof, all of which are merged herein.
                No
                subsequent amendment to this Agreement shall be of any effect unless
                executed in writing and signed by the
                Parties.

            


    

    


    
      	
              20.7.

            	
              Severability.
                Should any term or provision of this Agreement be or become invalid
                or
                unenforceable or should this Agreement contain an omission, the validity
                or enforceability of the remaining terms or provisions shall not
                be
                affected. In such case, subject to the next following sentence, the
                Parties shall immediately commence to negotiate in good faith in
                order to
                replace the invalid or unenforceable term or provision by such other
                valid
                or enforceable term or provision which comes as close as possible
                to the
                original intent and effect of the invalid or unenforceable term or
                provision, or respectively, to fill the omission by inserting such
                term or
                provision which the parties would have reasonably agreed to, if they
                had
                considered the omission at the date hereof. In the event that any
                term or
                provision as aforesaid is invalid, void or unenforceable by reason
                of its
                scope, duration or area of applicability or some similar limitation
                as
                aforesaid, then the court making such determination shall have the
                power
                to reduce the scope, duration, area or applicability of the term
                or
                provision so that they shall be enforceable to the maximum scope,
                duration, area or 

            


    

    


    
      
        
          
          

        

        
          -56-

          
            

          

        

        
          
          

          CONSOLIDATED
            VERSION

        

      

    

     

     

    applicability
      permitted by applicable law which shall
      not exceed those specified in this Agreement or to replace such term or
      provision with a term or provision that comes closest to expressing the
      intention of the invalid or unenforceable term or provision, provided that
      the
      Parties would have entered into this Agreement as so amended.

     

    
      	
              20.8.

            	
              Governing
                Law.
                This Agreement shall be governed and construed in accordance with
                the laws
                of the State of Israel. 

            


    

    


    
      	
              20.9.

            	
              Non-waiver
                of Rights.
                A
                waiver by a Party hereto of a breach or non performance of one or
                more of
                the other Party’s obligations pursuant hereto, shall not constitute a
                precedent and shall not be used as an inference for another case.
                The
                failure to exercise any right available to a Party pursuant to this
                Agreement or by law shall not be construed as a waiver of such rights
                in
                any other instance and this behavior shall not be seen as any waiver
                of
                rights and obligations pursuant to this
                Agreement.

            


    

    


    
      	
              20.10.

            	
              Headings.
                The headings, titles and subtitles contained in this Agreement are
                for the
                convenience of the parties only and shall not affect the construction
                or
                interpretation of any provision
                hereof.

            


    

    


    
      	
              20.11.

            	
              Counterparts.
                This Agreement may be executed in multiple counterparts, each of
                which
                shall be deemed an original but all of which shall constitute but
                one
                instrument.

            


    

    


    
      	
              20.12.

            	
              Further
                Assurances.
                Each Party agrees to cooperate fully with the other party and to
                execute
                such further instruments, documents and agreements and to give such
                further written assurances, as may be reasonably requested by the
                other
                Party to evidence and reflect better the transactions described herein
                and
                contemplated hereby and to carry into effect the intents and purposes
                of
                this Agreement.

            


    

    


    
      	
              20.13.

            	
              Expenses.
                Each of the Parties shall be solely responsible for all of its respective
                costs and expenses incurred, either directly or indirectly, with
                respect
                to this Agreement and the transactions contemplated hereby. In the
                event
                that the Parties agree to use the same consultant with respect to
                an
                agreed matter relating to this Agreement, the costs of such consultant
                shall be shared equally between the
                Parties.

            


    

    


    
      	
              20.14.

            	
              No Third
                Party Beneficiary.
                This Agreement is made solely for the benefit of the Parties and
                no other
                party shall acquire any right
                hereunder.

            


    

     

     

    
      
        
        

      

      
        -57-

        
          

        

      

      
        
        

      

    

    

      CONSOLIDATED
        VERSION

       

      APPENDICES


       

      
        	
                Appendix
                  2.1(a)

              	
                JV
                  Existing Products

              
	 	 
	
                Appendix
                  2.1(b)

              	
                JV
                  Development Products

              
	 	 
	
                Appendix
                  7.1(i)

              	
                Sales
                  and Customer Support Agents in North America

              
	 	 
	
                Appendix
                  7.1(ii)

              	
                Basic
                  Terms of Sales and Customer Support Arrangements

              
	 	 
	
                Appendix
                  7.6

              	
                List
                  of Sales, Agency and Customer Support Agreements.

              
	 	 
	
                Appendix
                  7.9

              	
                List
                  of OEM Agreements

              
	 	 
	
                Appendix
                  8

              	
                Schedule
                  of Exceptions

              
	 	 
	
                Appendix
                  8.8

              	
                Revenues
                  of JV Existing Products and Related Services for 1997

              
	 	 
	
                Appendix
                  11.3.2(1)

              	
                Deleted

              
	 	 
	
                Appendix
                  11.3.2(2)

              	
                Deleted

              
	 	 
	
                Appendix
                  11.4.1

              	
                Certain
                  Representations with Respect to EIT

              
	 	 
	
                Appendix
                  14.4.1

              	
                The
                  JVLP Agreement

              
	 	 
	
                Appendix
                  14.4.2

              	
                Notification
                  to Registrar of Partnerships

              
	 	 
	
                Appendix
                  14.4.3

              	
                Memorandum
                  of Association

              
	 	 
	
                Appendix
                  14.4.4

              	
                Articles
                  of Association of the JV Company

              
	 	 
	
                Appendix
                  14.4.5

              	
                Notification
                  to Companies Registrar

              
	 	 
	
                Appendix
                  14.4.6

              	
                Nomination
                  of Directors

              
	 	 
	
                Appendix
                  14.4.7

              	
                Share
                  Certificates

              
	 	 
	
                Appendix
                  16.6.3

              	
                Controlling
                  Group of Valor

              
	 	 
	
                Appendix
                  18.1

              	
                Press
                  Release

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -
        2 -

       

       

      APPENDIX
        2.1(a)

       

      JV
        Existing Products

       

      All
        existing (and prior generation) CAM and archiving software products for use
        in
PCB
        Fabrication now being offered and sold, namely:

       

      STAR
        1000

       

      Genesis
        2000 (including all options and interface packages, such as interfaces to
        AOI,
        direct imaging and electrical testing systems but excluding direct read from
        CAD/EDA
        data bases)

       

      Genesis
        1800 (including all options and interface packages as set forth
        above)

       

      VUV
        (Valor Universal Viewer)

       

      Xpert
        1000 (including all options and interface packages as set forth
        above)

       

      Xpert
        1700 (including all options and interface packages as set forth
        above)

       

      Xplan

       

      Xplore

       

      CDR
        -
        graphic component only (specifically excluding all non-CAM aspects and
interfaces
        (e.g., Ref Manager))

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

        - 3
          -

         

      

       

      APPENDIX
        2.1(b)

       

      JV
        Development Products

       

      All
        CAM
        and archiving software products or features for use in PCB Fabrication now
        being
        developed, including:

       

      NGC

       

      New
        versions and options of JV Existing Products

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

        - 4
          -

         

      

       

      APPENDIX
        7. (i)

       

      Sales
        and Customer Support Agents in North America

       

      Orbotech
        Inc. will act as the JV's exclusive agent with respect to the following accounts
        in North America:

       

      
        
          

        


        
          	
                  1.
                    *

                
	
                  2.
                    *

                
	
                  3.
                    *

                
	
                  4.
                    *

                
	
                  5.
                    *

                
	
                  6.
                    *

                
	
                  7.
                    *

                
	
                  8.
                    *

                
	
                  9.
                    *

                
	
                  10.
                    *

                
	
                  11.
                    *

                
	
                  12.
                    *

                
	
                  13.
                    *

                
	
                  14.
                    *

                
	
                  15.
                    *

                
	
                  16.
                    *

                
	
                  17.
                    *

                
	
                  18.
                    *

                
	
                  19.
                    *

                
	
                  20.
                    *

                
	
                  21.
                    *

                
	
                  22. *

                
	
                  23.
                    *

                
	
                  24.
                    *

                
	
                  25.
                    *

                
	
                  26.
                    *

                


        

      

       

      The
        assignment of      *    
and its subsidiary    
 *      to a specific agent will
        be mutually agreed after the Closing.

       

      Valor
        Inc. will act as the JV's exclusive agent with respect to all other accounts
        in
        North America.

      *
        Omitted
        pursuant to a confidential treatment request. The confidential portion has
        been
        filed separately with the SEC

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Orbotech
        Frontline Accounts

       

      Northwest:

      
        	
              	
                -

              	
                *

              


      

      
        
          	
                	
                  -

                	
                  *

                


          	
                	
                  -

                	
                  *

                


          	
                	
                  -

                	
                  *

                


          	
                	
                  -

                	
                  *

                


          	
                	
                  -

                	
                  *

                


          	
                	
                  -

                	
                  *

                


          	
                	
                  -

                	
                  *

                


        

         

        
          
            
              
                
                  Southwest:

                  
                    	
                          	
                            -

                          	
                            *

                          


                    	
                          	
                            -

                          	
                            *

                          


                  

                

              

            

          

        

      

       

      Central:

      
        	
              	
                -

              	
                *

              


        	
              	
                -

              	
                *

              


        	
              	
                -

              	
                *

              


        	
              	
                -

              	
                *

              


        	
              	
                -

              	
                *

              


        	
              	
                -

              	
                *

              


        	
              	
                -

              	
                *

              


        	
              	
                -

              	
                *

              


        	
              	
                -

              	
                *

              


        	
              	
                -

              	
                *

              


        	
              	
                -

              	
                *

              


        	
              	
                -

              	
                *

              


        	
              	
                -

              	
                *

              


        	
              	
                -

              	
                *

              


      

      
         

        Eastern:

        
          	
                	
                  -

                	
                  *

                


          	
                	
                  -

                	
                  *

                


          	
                	
                  -

                	
                  *

                


          	
                	
                  -

                	
                  *

                


          	
                	
                  -

                	
                  *

                


          	
                	
                  -

                	
                  *

                


          	
                	
                  -

                	
                  *

                


          	
                	
                  -

                	
                  *

                


          	
                	
                  -

                	
                  *

                


          	
                	
                  -

                	
                  *

                


          	
                	
                  -

                	
                  *

                


          	
                	
                  -

                	
                  *

                


          	
                	
                  -

                	
                  *

                


          	
                	
                  -

                	
                  *

                


          	
                	
                  -

                	
                  *

                


          	
                	
                  -

                	
                  *

                


          	
                	
                  -

                	
                  *

                


          	
                	
                  -

                	
                  *

                


          	
                	
                  -

                	
                  *

                


        

      

      
         

      

      *Omitted
        pursuant to a confidential treatment request.
        The
        confidential portion
        has been
        filed separately with the
        SEC.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Frontline
        P.C.B. Solutions (1998) LTD.

       

      The
        undersigned, all of the members of the Board of Directions of Frontline P.C.B.
        Solutions
        (1998) Ltd. (the “Company”),
        hereby adopt
        the following resolutions in writing:

       

      Marketing
        and Sales in
        North
        America

       

      It
        was
        resolved, unanimously, that it being in the best interests of the Company
        and of
Frontline
        P.C.B. Solutions Limited Partnership (the “Partnership”) to do so, to designate
        Orbotech Inc. as the exclusive agent/distributor of the Partnership's
products
        in North America with respect to the accounts listed in the attached schedule
        as
        of
 May
        15th , 1999, in place of Valor Inc.

       

      In
        witness whereof, we affix our signatures hereto this  7th  day
        of June, 1999.

       

      
        	 	 	 	 
	/s/ Arie
                Weisberg	 	 	/s/ Schmil
                Dolberg
	
                
Arie
                Weisberg	 	 	
                
Schmil
                Dolberg


      

      
        	 	 	 	 
	/s/ Jaron
                Lotan	 	 	/s/ Moshe
                Kovarski
	
                
Jaron
                Lotan	 	 	
                
Moshe
                Kovarski


      

       

      The
        undersigned, all of the shareholders of the Company, approve and agree to
        the
above.
        
         

        
          	/s/ Jaron
                  Lotan	 	 	/s/ Schmil
                  Dolberg
	
                  
Orbotech
                  Ltd.	 	 	
                  
Valor
                  Computerized Systems
                  Ltd.


        

         

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

        - 5
          -

      

      
 

      APPENDIX
        7.1 (ii)

       

      Basic
        Terms of Sales and Customer Support Arrangements

       

      In
        order
        to ensure efficient sales of the JV Products and related services, the JVLP,
        its
        subsidiaries and agents will provide for the following standard/basic terms
        of
        sales and customer support arrangements with agents.

       

      
        
          	1.	
                  The
                    commission percentage will be identical in all territories and
                    will be as
                    follows:

                


        

      

       

      
        	 	
                (a)

              	
                Sales
                  -* % of the purchase price, after reduction for any warranty at
                  a rate of*
                  % of the purchase price for each year of warranty;
                  and

              


      

       

      
        	 	
                (b)

              	
                Service
                  - * % of
                  the service fee, for the first year after the Closing; and thereafter,
                  on
                  a "cost" basis as agreed by the Parties. In the case of a warranty,
                  the
                  "service fee" shall be equal to the purchase price reduction set
                  forth
                  above.

              


      

       

      Installation,
        training and automation projects shall be on a fee (not commission)
        basis at fixed cost basis rates to be agreed between the JV and the
        agents.

       

      
        	
                2.

              	
                All
                  marketing communication (advertising, trade shows, etc.) will be
                  planned,
                  budgeted and paid by the JV.

              


      

       

      
        	
                3.

              	
                Each
                  agent will establish an internal business unit for the purpose
                  of CAM
                  sales
                  and service. The business unit will be able to show a profit and
                  loss
                  report.

              


      

       

      
        	
                4.

              	
                During
                  a transition period of 6 months from the date of Closing, each
                  agent
                  may require assistance or training from the other Founding Shareholder
                  or
                  its subsidiary or agent or previous representative for that territory
                  or
                  account. The JV will compensate the assisting Founding Shareholder,
                  agent
                  or representative on a cost basis.

              


      

       

      
        	
                5.

              	
                To
                  ensure efficient sales and services, the JV shall provide specific
                  training courses
                  for the sales personnel of the relevant agents of the JV. The agents
                  will
                  be obligated to send their relevant sales personnel to participate
                  in
                  these courses.

              


      

       

      
        	
                6.

              	
                The
                  compensation structure of agents to sales people will include increased
                  incentives
                  for achievements in PCB CAM areas, such as over achievement on
                  specific
                  quotas, new account sales etc.

              


      

       

      
        	
                7.

              	
                Each
                  agent will have to employ at least one full time marketing/sales
                  support
                  person
                  for sales and sales support of the JV
                  Products.

              


      

       

      
        	
              	*	
                Omitted
                  pursuant to a confidential treatment request.
                  The confidential portion has been filed
                  seperately with the SEC.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        
           

          - 6
            -

        

         

         

        
          	
                  8.

                	
                  If
                    needed, an agent may be required to dedicate a minimum agreed
                    upon number
                    of sales and support personnel to sales and/or support of JV
                    Products
                    only.

                


        

         

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

        - 7
          -

      

       

       

      APPENDIX
        8

       

      Schedule
        of Exceptions

       

      Valor

      

        
          
            	
                    1.

                  	
                    Floating
                      charges in favor of:

                  


          

          
             

            
              	
                    	1.1.	
                      The
                        Bank for the Development of
                        Industry

                    


            

            
              	
                    	1.2.	
                      Bank
                        Leumi Le'Israel

                    


            

            
              	
                    	1.3.	
                      Bank
                        Hapoalim B.M.

                    


            

          

           

        

        
          	
                  2.

                	
                  Valor's
                    CAM and archiving activities have been recognized as an Approved
                    Enterprise by the Investment Center at the Ministry of Industry
                    and Trade
                    of the
                    State of Israel.

                


        

      

       

      
        	
                3.

              	
                Valor's
                  source codes in respect of certain CAM and archiving software licensed
                  by
                  Valor to some of its customers have been placed in escrow with
                  such
                  customers' attorneys as trustees, for the purpose of securing such
                  customers
                  license in the event that Valor shall cease to operate its business
                  or
                  shall
                  be liquidated.

              


      

       

      Orbotech

       

      
        	
                1.

              	
                Orbotech
                  has received funding from the OCS with respect to the JV Existing
                  Products
                  and the JV Development Products to be made available by it to the
                  JV and
                  has certain obligations with respect thereto. See Section 10.5
                  of the
                  Agreement
                  and Appendix
                  11.4.1
                  with respect to EIT.

              


      

       

      
        	
                2.

              	
                Orbotech's
                  CAM and archiving activities have been recognized as an Approved
                  Enterprise, by the Investment Center at the Ministry of Industry
                  and Trade
                  of the State of Israel.

              


      

       

      Orbotech
        and Valor

       

      Orbotech
        and Valor are parties of various legal proceedings between them and/or their
        subsidiaries both in Israel and U.S.A.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

        - 8
          -

      

       

       

      APPENDIX
        8.8

       

      Revenues
        of JV Existing Products and Related Services for 1997

      (in
        thousands of U.S. Dollars)

       

      
        	 	 	
                Valor

              	 	
                Orbotech

              	 
	
                North
                  America

              	 	 	 	 	 
	
                Sales

              	 	 	
                5,135

              	 	 	
                2,800

              	 
	
                Services

              	 	 	
                1,349

              	 	 	
                1,900

              	 
	 	 	 	 	 	 	 	 
	
                Europe

              	 	 	 	 	 	 	 
	
                Sales

              	 	 	
                1,682

              	 	 	
                2,400

              	 
	
                Services

              	 	 	
                212

              	 	 	
                2,000

              	 
	 	 	 	 	 	 	 	 
	
                Far
                  East

              	 	 	 	 	 	 	 
	
                Sales

              	 	 	
                2,870

              	 	 	
                3,900

              	 
	
                Services

              	 	 	
                0

              	 	 	
                1,900

              	 
	 	 	 	 	 	 	 	 
	
                Japan

              	 	 	 	 	 	 	 
	
                Sales

              	 	 	
                1,036

              	 	 	
                800

              	 
	
                Services

              	 	 	
                0

              	 	 	
                0

              	 
	 	 	 	 	 	 	 	 
	
                TOTAL

              	 	 	 	 	 	 	 
	
                Sales

              	 	 	
                10,723

              	 	 	
                9,900

              	 
	
                Services

              	 	 	
                1,561

              	 	 	
                5,200

              	 


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        
           

          - 9
            -

        

      

      
 

      
        	
                APPENDIX
                  11.3.2(1)

              
	 
	
                Deleted

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        
           

          - 10
            -

        

         

         

      

      
        	
                APPENDIX
                  11.3.2(2)

              
	 
	
                Deleted

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        
           

          - 11
            -

        

      

      
 

      APPENDIX
        11.4.1

       

      Certain
        Representations with Respect to EIT

       

      
        	
                1.

              	
                Revenues
                  of EIT (sales and service) for the years 1997 and 1996 pursuant
                  to
                  its audited financial statements for such years were as
                  follows:

              


      

       

      1997:
        US$2,006,749 

      1996:
        US$2,299,003

       

      
        	
                2.

              	
                EIT
                  has received approximately US$1,087,649 as of December 31, 1997,
                  as
                  participation from the OCS in research and development costs and
                  EIT is
                  committed
                  to pay royalties to the OCS at a rate of 3% of the revenues derived
                  from
                  products in which development the OCS participated up to 150% of
                  the
                  participation received. With respect to the period through December
                  31,
                  1997, EIT has paid cumulative royalties of approximately
                  US$432,500.

              


      

       

      
        	
                3.

              	
                Subject
                  to the closing of the transaction with EIT and Toyo, Orbotech has
                  undertaken
                  to provide certain support and maintenance services with respect
                  to
                  EIT's Solio software product. These services include providing
                  Toyo with
                  two
                  (2) updated versions per year of Solio as they generally become
                  available
                  to
                  other customers. The term of the agreement is for a period of 2
                  years from
                  the closing of the transaction and is thereafter renewed automatically
                  for
                  additional periods of one year each, unless either party notifies
                  the
                  other in
                  writing that it does not wish to renew, such notice to be given
                  at least
                  three (3)
                  months prior to the termination of the relevant
                  period.

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        
           

          - 12
            -

        

         

      

       

      APPENDIX
        14.4.1

       

       The
        JVLP Agreement

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      AGREEMENT
        FOR THE ESTABLISHMENT OF
        A


      LIMITED
        PARTNERSHIP

       

      Made
        and
        entered into in  on
        this   1   day of November 1998


      
        
          	 	 	 
	
                  BY
                    AND BETWEEN:

                	
                  Orbotech
                    Ltd.

                	 
	 	
                  Public
                    Company no. 52-003521-3 

                  having
                    its registered address at 

                  New
                    Industrial Zone, Yavne, Israel 

                  (hereinafter:
                    “Orbotech”)

                	 
	 	 	 
	 	
                  on
                    the first part;

                	 
	 	 	 
	
                  AND:

                	
                  Valor
                    Computerized Systems (Israel) Ltd.

                	 
	 	
                  Private
                    Company no. 51-166672-9 

                  having
                    its registered address at 

                  New
                    Industrial Zone, Yavne 

                  (hereinafter:
                    “Valor”)

                	 
	 	 	 
	 	
                  on
                    the second part;

                	 
	 	 	 
	 	
                  (Orbotech
                    and Valor shall hereafter be referred 

                  to
                    collectively as the “Limited
                    Partners” and
                    

                  individually
                    as the “Limited
                    Partner”)

                	 
	 	 	 
	
                  AND:

                	
                  Scopus
                    Ltd. (in formation)

                  Private
                    Company no.    

                  having
                    its registered address at 

                  Ha
                    Movil Park, Yavne 

                  (hereinafter
                    the “Company”
                    

                  or
                    the “General
                    Partner”)

                	 
	 	 	 
	 	
                  on
                    the third part;

                	 
	 	 	 
	 	
                  (Orbotech,
                    Valor and the Company shall hereafter be referred to collectively
                    as the
                    “Parties”
                    or
                    individually as the “Party”)

                	 


        

      

       

      
        	
                WHEREAS

              	
                Orbotech
                  and Valor are both engaged, inter alia, in the development, manufacturing,
                  marketing, sale and after sales support of computer aided manufacturing
                  (“CAM”) and archiving systems for use in the manufacture
                  of printed circuit boards (“PCBs”);
                  and

              


      

       

      
        	
                WHEREAS

              	
                Orbotech
                  and Valor entered into a joint venture (hereinafter: the “Joint
                  Venture”
                  or
                  the “JV”)
                  through
                  a joint venture agreement dated August 10, 1998
                  in accordance with which, inter alia, Orbotech and Valor agreed
                  to
                  establish
                  a limited partnership (hereinafter: the “JV
                  Agreement”). The

              


      

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      2

       

       

      
        	 	Company is currently in the process of formation
                and
                following registration shall serve as the general partner of the
                limited
                partnership; and


        	 	 


        	
                WHEREAS

              	
                Orbotech
                  and Valor wish to consolidate their efforts in developing, manufacturing,
                  assembling and integrating, marketing, distributing, servicing,
                  supporting
                  and providing related services with respect to, inter alia, the
                  JV
                  Existing Products, JV Development Products, JV Future Products
                  and the JV Activities, as these terms are defined and more fully
                  detailed
                  in the JV Agreement, while retaining all their respective rights
                  relating
                  to all other developments and products in which each of them is
                  or may
                  become engaged, all subject to the terms and conditions set forth
                  in the
                  JV
                  Agreement and in this Agreement;
                  and

              


      

       

      
        	
                WHEREAS

              	
                Orbotech
                  and Valor wish to consolidate their efforts in the aforesaid field
                  and to
                  cooperate in the framework of a limited partnership, in which they
                  shall
                  be the limited partners and the Company, which is jointly owned
                  by them,
                  shall be the general partner; and

              


      

       

      
        	
                WHEREAS

              	
                the
                  Parties wish to determine and record in writing their mutual rights
                  and
                  duties, as well as the areas of liability and the functions of
                  each of the
                  Parties in the framework of the limited partnership, subject to
                  and
                  without derogating from the provisions of the JV
                  Agreement.

              


      

       

      Therefore,
        it was declared, stipulated and agreed by the Parties as
        follows:

       

      
        	
                1.

              	
                Preamble
                  and Interpretation

              


      

       

      
        	 	
                1.1

              	
                The
                  preamble and the Appendices to this Agreement constitute integral
                  parts
                  hereof.

              


      

       

      
        	 	
                1.2

              	
                The
                  headings, titles and sub-titles of the sections in this Agreement
                  are for
                  the convenience
                  of the Parties only and shall not affect the construction or
                  interpretation of any provision
                  hereof.

              


      

       

      
        	 	
                1.3

              	
                The
                  terms in this Agreement shall have the meaning which was ascribed
                  to
                  them
                  in the JV Agreement, unless expressly indicated
                  otherwise.

              


      

       

      
        	
                2.

              	
                Establishment
                  of the Partnership

              


      

       

      
        	 	
                2.1

              	
                The
                  Parties hereby establish a limited partnership which shall bear
                  the name
                  Scopus
                  Limited Partnership or any other name which shall be decided upon
                  by
                  the
                  Parties and which shall be approved for registration by the Registrar
                  of
                  Partnerships
                  (hereinafter: the “Partnership”)
                  and
                  hereby undertake to one another
                  to procure the registration of the Partnership pursuant to the
                  Israeli
                  Partnership
                  Ordinance [New Version], 5735-1975 (the “Ordinance”)
                  forthwith.
                  Orbotech and Valor shall be the initial limited partners and the
                  Company
                  shall be the general partner of the
                  Partnership.

              


      

       

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      
         

        3

         

      

       

      
        	 	
                2.2

              	
                The
                  Partnership shall engage in the following activities: the development,
                  manufacturing, assembly and integration, marketing, distribution,
                  service,
                  support and provision of related services with respect to the JV
                  Existing
                  Products, the JV Development Products, JV Future Products, and
                  the JV
                  Activities,
                  as more fully described in the JV Agreement, and in any other areas
                  of
                  activity as shall be decided upon by the General Partner, subject
                  to the
                  provisions of Section 11.2 of the JV
                  Agreement.

              


      

       

      
        	 	
                2.3

              	
                The
                  initial partnership interests in the Partnership (percentage and
                  status)
                  and the capital contribution therefor shall be as
                  follows:

              


      

       

      
        	
                Orbotech
                  -

              	
                49.5%

              	
                limited
                  partner

              	
                NIS
                  4,950

              
	
                Valor
                  -

              	
                49.5%

              	
                limited
                  partner

              	
                NIS
                  4,950_

              
	
                The
                  Company -

              	
                1.0%

              	
                general
                  partner

              	
                NIS
                  100

              


      

       

      The
        initial capital of the Partnership shall be NIS 10,000

       

      All
        items
        of income, gain, loss, expense and deduction shall be allocated, and all
        distributions shall be made, among the partners in the Partnership (“Partners”)
        in
        accordance with the percentage interests set forth above.

       

      
        	 	
                2.4

              	
                The
                  administration of the JV Entities shall initially be conducted
                  at premises
                  located and leased by the JV Entities in proximity to Valor’s
                  location.

              


      

       

      
        	 	
                2.5

              	
                Upon
                  or prior to the registration hereof, the Parties shall purchase
                  partnership interests
                  in the Partnership as set forth in Section 2.3 hereof. To the extent
                  that
                  the Partnership shall require working capital in excess of that
                  provided
                  from the operations of the JV (“Additional
                  Working Capital”) the
                  Partnership shall acquire
                  such Additional Working Capital in the manner and under the terms
                  set
                  forth
                  in the JV Agreement. In the event any additional equity investments
                  are
                  required in the future in order to comply with the requirements
                  of the
                  Israeli Investment
                  Center with respect to Approved Enterprises, such investments shall
                  be made pro-rata by Orbotech and Valor and in accordance with the
                  JV
                  Agreement.

              


      

       

      
        	 	
                2.6

              	
                No
                  partner may withdraw any portion of its capital contribution or
                  capital
                  account balance. No partner shall be entitled to the return of
                  such
                  partner’s capital contribution or to a distribution in respect of such
                  partner’s capital account balance.

              


      

       

      
        	 	
                2.7

              	
                The
                  Partnership shall commence its operation from the date of its registration
                  and
                  it shall subsist for the term hereof, as provided pursuant to Section
                  17
                  below.
                  The provisions of this Agreement shall apply to the Partnership
                  subject
                  to
                  the provisions of the Ordinance.

              


      

       

      
        	 	
                2.8

              	
                All
                  the costs involved in registering and establishing the Partnership
                  shall
                  be borne
                  by and discharged by the
                  Partnership.

              


      

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      
         

        4

      

       

       

      
        	 	
                2.9

              	
                The
                  provisions of this Agreement shall constitute the Articles of Association
                  of the
                  Partnership.

              


      

       

      
        	
                3.

              	
                Transfer
                  of Assets to the
                  Partnership

              


      

       

      Effective
        as of the Closing Date, the Limited Partners shall make available to the
        Partnership the assets, properties and business and the obligations with
        respect
        to the JV
        Assets, as specified in the JV Agreement and in the manner and subject to
        the
        terms and
        conditions set forth therein. The Parties shall cooperate to obtain all the
        necessary licenses,
        permits and consents towards this purpose.

       

      
        	
                4.

              	
                Transfer
                  of Employees, Equipment and Inventory, Purchase Order and
                  Warranties

              


      

       

      The
        transfer of the Designated Employees to the Partnership, the salary, employment
        period
        and other terms of employment of such Designated Employees or the terms
applying
        to the termination of their employment, the terms of transfer of Equipment
        and
Other
        Inventory, Purchase Orders and Warranty Commitments to the Partnership, shall
        be
        governed by the provisions of the JV Agreement.

       

      
        	
                5.

              	
                Assignment
                  of Sales, Agency and Customer
                  Agreements

              


      

       

      Subject
        to the provisions of the JV Agreement, the Limited Partners shall assign
        and
shall
        cause their subsidiaries to assign to the Partnership, to the extent related
        to
        the JV Existing
        Products and the JV Development Products, all sales, agency and customer
        support
        agreements, in accordance with the provisions of the JV Agreement.

       

      
        	
                6.

              	
                Addition
                  of Partners; Restriction on Transfer of Interests in the
                  Partnership

              


      

       

      
        	 	
                6.1

              	
                The
                  addition of any partner to the Partnership (which is not a transferee
                  of a
                  partnership
                  interest) shall require the written consent of the General
                  Partner.

              


      

       

      
        	 	
                6.2

              	
                Any
                  transfer of interests in the Partnership by any of the partners
                  in the
                  Partnership
                  shall be subject to the terms, restrictions and provisions set
                  forth in
                  Annex
                  A of
                  this Agreement, which is attached hereto as an integral part
                  hereof.

              


      

       

      
        	
                7.

              	
                Financing
                  of the Partnership’s Operations;
                  Liability

              


      

       

      
        	 	
                7.1

              	
                Except
                  as expressly provided in Section 2.5 of this Agreement and the
                  JV
                  Agreement,
                  no Limited Partner shall be required to make a contribution to
                  the
                  capital
                  of the Partnership, lend any money to the Partnership or guarantee
                  any
                  Partnership
                  indebtedness.

              


      

       

      
        	 	
                7.2

              	
                Except
                  as otherwise required by law, a Limited Partner shall have no personal
                  liability
                  for the debts and obligations of the
                  Partnership.

              


      

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      
         

        5

      

       

       

      
        	
                8.

              	
                Records,
                  Reports, Distribution of
                  Profits

              


      

       

      
        	 	
                8.1

              	
                The
                  Partnership shall maintain a system of accounting established and
                  administered
                  in accordance with Israeli and United States Generally Accepted
                  Accounting
                  Principles consistently applied, shall keep full and complete financial
                  records, and shall furnish to the Parties reports as provided in
                  the JV
                  Agreement.

              


      

       

      
        	 	
                8.2

              	
                All
                  of the Partnership’s revenues, profits and losses belong to the Parties
                  and shall be allocated among them. Cash or approved credit available
                  for
                  distribution
                  shall be distributed to the Parties on an on-going quarterly basis
                  subject
                  to and in the manner prescribed by the provisions of the JV
                  Agreement

              


      

       

      
        	 	
                8.3

              	
                The
                  Partnership shall withhold taxes from distributions to [and allocations
                  among,] the Partners to the extent required by law (as determined
                  by the
                  General
                  Partner in its reasonable discretion). Except as otherwise provided
                  in
                  this Section 8.3, any amount so withheld by the Partnership with
                  regard to
                  a Partner shall be treated for purposes of this Agreement as an
                  amount
                  actually distributed
                  to such Partner pursuant to Section 8.2. An amount shall be considered
                  withheld by the Partnership if, and at the time, remitted to a
                  governmental
                  agency without regard to whether such remittance occurs at the
                  same
                  time as the distribution or allocation to which it relates; provided,
                  however,
                  that an amount actually withheld from a specific distribution or
                  designated by the General Partner as withheld from a specific allocation
                  shall be
                  treated as if distributed at the time such distribution or allocation
                  occurs.

              


      

       

      
        	 	
                8.4

              	
                Each
                  Limited Partner hereby agrees to indemnify the Partnership and
                  the other
                  Partners
                  for any liability they may incur for failure to properly withhold
                  taxes in
                  respect of such Limited Partner; moreover, each Limited Partner
                  hereby
                  agrees
                  that neither the Partnership nor any other Partner shall be liable
                  for any
                  excess
                  taxes withheld in respect of such Limited Partner’s interest in the
                  Partnership and that, in the event of overwithholding, a Limited
                  Partner’s
                  sole recourse shall be to apply for a refund from the appropriate
                  governmental authority.

              


      

       

      
        	
                9.

              	
                Governance
                  of the Partnership

              


      

       

      
        	 	
                9.1

              	
                The
                  Company shall oversee, administer and manage the Partnership in
                  its
                  capacity
                  as general partner and the Partnership shall carry out the JV
                  Activities, all
                  subject to the provisions of the JV
                  Agreement.

              


      

       

      
        	 	
                9.2

              	
                Except
                  as specifically set forth in this Agreement, the Limited Partners
                  shall
                  take
                  no part in the management, control or operation of the Partnership
                  or its
                  business
                  and shall have no power or authority to act for the Partnership,
                  bind
                  the
                  Partnership under agreements or arrangements with third parties,
                  or vote
                  on Partnership
                  matters.

              


      

       

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      
         

        6

      

      


       

      
        	 	
                9.3

              	
                Subject
                  to the provisions of [this Agreement and] the JV Agreement, and
                  in
                  accordance with the purpose of the Partnership as set forth in
                  Section
                  2.2, the General
                  Partner shall have the exclusive power and authority to perform
                  acts
                  associated
                  with the management and control of the Partnership and its business,
                  including
                  the power and authority, in the name and on behalf of the Partnership,
                  to:

              


      

       

      
        	 	
                (a)

              	
                Receive,
                  buy, sell, exchange, trade and otherwise deal in and with the JV
                  Assets
                  and other property of the
                  Partnership;

              


      

       

      
        	 	
                (b)

              	
                Engage
                  in the JV Activities;

              


      

       

      
        	 	
                (c)

              	
                Sign
                  agreements, checks, bills of exchange, invoices and other
                  documents;

              


      

       

      
        	 	
                (d)

              	
                Borrow
                  money or property on behalf of the Partnership, encumber Partnership
                  property for the purpose of obtaining financing for the Partnership’s
                  business, and extend or modify any obligations of the
                  Partnership;

              


      

       

      
        	 	
                (e)

              	
                Employ
                  or retain any Designated Employee or other qualified person to
                  perform
                  services or provide advice on behalf of the Partnership and pay
                  reasonable
                  compensation therefor;

              


      

       

      
        	 	
                (f)

              	
                Form
                  and incorporate subsidiaries;

              


      

       

      
        	 	
                (g)

              	
                Compromise,
                  arbitrate or otherwise adjust claims in favor of or against the
                  Partnership, and commence or defend litigation with respect to
                  the
                  Partnership or any assets of the Partnership, at the Partnership’s
                  expense; and

              


      

       

      
        	 	
                (h)

              	
                Assume
                  and exercise all of the authority, rights and powers of a general
                  partner
                  under the laws of the State of
                  Israel.

              


      

       

      
        
        

        
          	 	
                  9.4

                	
                  Any
                    contract, agreement, deed, lease, note or other document or instrument
                    executed
                    on behalf of the Partnership by the General Partner shall be
                    deemed to
                    have
                    been duly executed. No other Partner shall have the authority
                    to bind the
                    Partnership and third parties shall be entitled to rely upon
                    the General
                    Partner’s power
                    and authority to bind the Partnership without otherwise ascertaining
                    that
                    the
                    requirements of this Agreement have been
                    satisfied.

                


        

         

        
          	
                  10.

                	
                  Budget

                


        

         

        All
          of
          the JV Activities shall be conducted pursuant to a budget which shall be
          prepared by
          the
          Company on a yearly basis prior to October 31 of each year, (the “Budget”),
          as
          shall
          be in effect from time to time. Until such time as a new budget has been
          adopted, the
          prevailing Budget shall remain in force. The initial Budget (i.e., through
          December


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
          
             

            7

             

          

           

          31,
            1998), which shall include a projected balance
            sheet for the Partnership, shall be determined
            by the General Partner after the Closing.

           

          
            	
                    11.

                  	
                    Management

                  


          

        

          


        The
          internal management structure of the Partnership shall be reflected in
          a
          management plan
          and
          organizational chart to be prepared by the General Partner in accordance
          with
the
          principles set forth in the Budget.

         

        
          	
                  12.

                	
                  Intellectual
                    Property

                


        

         

        The
          rights and obligations of the Parties with respect to the ownership/retaining
          of
intellectual
          property rights, the terms and conditions governing the making of such
          IP
Rights
          available to the JV, the scope of the IP Rights, the terms applying to
          any
intellectual
          property developed by the JV, infringement or violation of the IP Rights,
          etc.
shall
          be
          governed by the provisions of the JV Agreement.

         

        
          	
                  13.

                	
                  Non-competition
                    and Confidentiality

                


        

         

        In
          all
          aspects relating to non-competition of the Limited Partners with the JV,
          non-competition of the JV Entities with the Limited Partners, non-competition
          between
          the Limited Partners, the purchase of EIT and other CAM opportunities by
          the
Parties,
          corporate opportunities, the remedies available to the Parties in the event
          of a
          breach of their obligations relating to IP Rights, non-competition and
          confidentiality, the
          restrictions applying to any solicitation of employees, publicity relating
          to
          the JV, undertakings of confidentiality by the Parties with respect to
          Confidential Information, etc.,
          the
          provisions of the JV Agreement shall apply.

         

        
          	
                  14.

                	
                  Dispute
                    Resolution; Arbitrator

                


        

         

        In
          the
          event of a dispute arising between the Parties to this Agreement based
          on an
          alleged breach or default of this Agreement, any question of interpretation
          relating thereto,
          or any other question, conflict or dispute relating thereto or to the Parties’
rights or obligations hereunder, the mechanism prescribed in Section 12
          of the
          JV Agreement for
          the
          resolution of disputes shall apply, mutatis mutandis.

         

        
          	
                  15.

                	
                  Court
                    Jurisdiction

                


        

         

        Subject
          to the provisions of Section 14 above, the competent court in Tel-Aviv-Jaffa
          shall
          have exclusive jurisdiction in connection with or deriving from this
          Agreement.

         

        
          	
                  16.

                	
                  Breach

                


        

         

        It
          is the
          intention of the Parties that none of the Parties shall have the right
          to
          terminate this
          Agreement and that the sole remedies for a violation by any party hereto
          of any
of
          its
          obligations under the terms of this Agreement shall be specific enforcement
          or
damages.
          Notwithstanding the foregoing, in the event that a Party shall commit a
          violation
          such that a court shall determine that the Parties would not have intended
          that


         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          8

           

        

         

        this
          Agreement remain in effect, then, any other Party
          shall have the right to terminate this Agreement upon 90 days’ prior written
          notice, and such notice of termination shall become
          effective unless the violation shall be completely remedied in the 90 day
          period
(or,
          in
          case of violations which may not be cured within 90 days, if the defaulting
          Party shall
          not
          within such 90 day period undertake to cure such violation and to complete
          such
          cure within an additional 90 days).

         

        
          	
                  17.

                	
                  Term

                


        

         

        The
          term
          of this Agreement shall expire at the earlier of: (a) such time in which
          none of
          the Limited Partners (or their Permitted Transferees) shall hold any Beneficial
          Interests; or
          (b) a
          termination of the JV Agreement.

         

        Notwithstanding
          the above, the Parties hereby agree and undertake not to take any action,
          including applying to any competent court or judicial body, for the liquidation
          or dissolution
          of the Partnership prior to the expiration of 18 months from the Closing
Date,
          other than as set forth in Section 3.5.3 of the JV Agreement.

         

        
          	
                  17.A

                	
                  Survival

                


        

         

        The
          following provisions shall survive the expiration or other termination
          of this
          Agreement: Sections 12,13, 14, 15 and 18.

         

        
          	
                  17B.

                	
                  Dissolution

                


          	 	 


        

        The
          Partnership shall be dissolved upon the first to occur of the following
          events:

         

        
          	 	
                  (a)

                	
                  Expiration
                    of the term pursuant to Section 17
                    above;

                


        

         

        
          	 	
                  (b)

                	
                  Permanent
                    cessation of the Partnership’s
                    business;

                


        

         

        
          	 	
                  (c)

                	
                  The
                    withdrawal, removal, bankruptcy or dissolution of the General
                    Partner;
                    or

                


        

         

        
          	 	
                  (d)

                	
                  The
                    event described in Section 7.6 of Annex
                    A hereof.

                


        

         

        Notwithstanding
          the foregoing, the Partnership may be continued upon the election of
the
          General Partner and all of the Limited Partners (or their Permitted Transferees)
          then holding
          any Beneficial Interests.

         

        
          	
                  18.

                	
                  Miscellaneous

                


        

         

        
          	 	
                  18.1

                	
                  Assignment.
                    This
                    Agreement shall not be assigned by any Party without the prior
                    written
                    consent of the other Parties.

                


        

         

        
          	 	
                  18.2

                	
                  Notice.
                    Notice
                    as required herein shall be delivered by courier with receipt
                    of
                    delivery
                    at the address stated above. A notice shall be effective as of
                    the date so
                    delivered.

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          9

           

        

         

        
          	 	
                  18.3

                	
                  Entire
                    Agreement and Amendment. This
                    Agreement, the JV Agreement and
                    the Appendices hereto, constitute the entire agreement between
                    the Parties
                    with
                    respect to the subject matter hereof and contain all of the promises,
                    undertakings,
                    and other representations made by the parties to each other prior
                    to
                    their execution, all of which are merged
                    therein.

                


        

         

        
          	 	 	
                  This
                    Agreement, the JV Agreement and the Appendices hereto override
                    and
                    supersede any prior agreement, understanding, promise or undertaking
                    of
                    the parties
                    with respect to the subject matter hereof, all of which are merged
                    therein. No subsequent amendment to this Agreement shall be of
                    any effect
                    unless executed in writing and signed by all of the
                    Parties.

                


        

         

        
          	 	
                  18.4

                	
                  Severability.
                    Should
                    any term or provision of this Agreement be or become invalid
                    or unenforceable or should this Agreement contain an omission,
                    the
                    validity
                    or enforceability of the remaining terms or provisions shall
                    not be
                    affected.
                    In such case, subject to the next following sentence, the Parties
                    shall
                    immediately
                    commence to negotiate in good faith in order to replace the invalid
                    or unenforceable term or provision by such other valid or enforceable
                    term
                    or provision which comes as close as possible to the original
                    intent and
                    effect of the invalid or unenforceable term or provision, or
                    respectively,
                    to fill the omission by inserting such term or provision which
                    the parties
                    would have reasonably
                    agreed to, if they had considered the omission at the date hereof.
                    In the
                    event that any term or provision as aforesaid is invalid, void
                    or
                    unenforceable
                    by reason of its scope, duration or area of applicability or
                    some similar
                    limitation as aforesaid, then the court making such determination
                    shall
                    have
                    the power to reduce the scope, duration, area or applicability
                    of the term
                    or
                    provision so that they shall be enforceable to the maximum scope,
                    duration, area
                    or applicability permitted by applicable law which shall not
                    exceed those
                    specified
                    in this Agreement or to replace such term or provision with a
                    term or
                    provision
                    that comes closest to expressing the intention of the invalid
                    or
                    unenforceable
                    term or provision, provided that the Parties would have entered
                    into
                    this Agreement as so amended.

                


        

         

        
          	 	
                  18.5

                	
                  Governing
                    Law. This
                    Agreement shall be governed and construed in accordance with
                    the laws of
                    the State of Israel.

                


        

         

        
          	 	
                  18.6

                	
                  Non-waiver
                    of Rights. A
                    waiver by a Party hereto of a breach or non performance of one
                    or more of
                    the other Party’s obligations pursuant hereto, shall
                    not constitute a precedent and shall not be used as an inference
                    for
                    another case.
                    The failure to exercise any right available to a party hereto
                    pursuant to
                    this Agreement
                    or by law shall not be construed as a waiver of such rights in
                    any other
                    instance and this behavior shall not be seen as any waiver of
                    rights and
                    obligations pursuant to this
                    Agreement.

                


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
           

          10

           

        

         

        
          	 	
                  18.7

                	
                  Counterparts.
                    This
                    Agreement may be executed in multiple counterparts, each of
                    which
                    shall
                    be deemed an original but all of which shall constitute but one
                    instrument.

                


        

         

        
          	 	
                  18.8

                	
                  Further
                    Assurances. Each
                    Party agrees to cooperate fully with the other Party and to execute
                    such
                    further instruments, documents and agreements and to give such
                    further written assurances, as may be reasonably requested by
                    the other
                    party to evidence and reflect better the transactions described
                    herein and
                    contemplated
                    hereby and to carry into effect the intents and purposes of this
                    Agreement.

                


        

         

        
          	 	
                  18.9

                	
                  Expenses.
                    Each
                    of the Parties shall be solely responsible for all of its respective
                    costs
                    and expenses incurred, either directly or indirectly, with respect
                    to this
                    Agreement
                    and the transactions contemplated
                    hereby.

                


        

         

        
          	 	
                  18.10

                	
                  JV
                    Agreement. In
                    the event of a discrepancy between this Agreement and the JV
                    Agreement, the provisions of the JV Agreement shall
                    prevail.

                


        

         

        
          	 	
                  18.11

                	
                  Taxes.
                    Each
                    Party shall be solely responsible for any income, sales, use,
                    service or
                    other tax levied or incurred on account of the Agreement or the
                    activities
                    hereunder. If required by law, each Party may withhold at source
                    any
                    withholding tax based on the income received by the other Party
                    under this
                    Agreement.

                


        

         

        
          	 	
                  18.12

                	
                  No
                    Third Party Beneficiary. This
                    Agreement is made solely for the benefit of the
                    Parties and no other party shall acquire any right
                    hereunder.

                


        

         

        
          	
                  IN
                    WITNESS WHEREOF THE PARTIES HERETO HAVE EXECUTED THIS
                    AGREEMENT AS OF THE DAY AND YEAR FIRST ABOVE
                    WRITTEN:

                


        

         

         

        
          	
                  /s/
                    Arie Weisberg

                	 	
                  /s/
                    Almog Shlmo

                	 	 
	
                  ORBOTECH
                    LTD.

                	 	
                  VALOR
                    COMPUTERIZED

                  SYSTEMS
                    (ISRAEL) LTD.

                	 	
                  SCOPUS
                    LTD.

                
	 	 	 	 	 
	
                  By:
                    Arie
                    Weisberg                        
                    

                	 	
                  By:
                    Almog
                    Shlomo                       
                    

                	 	
                  By: _______________________

                
	 	 	 	 	 
	
                  Title:
                    CFO                                             
                    

                	 	
                  Title:
                    V.P.
                    Operations                        
                    

                	 	
                  Title: ______________________

                
	 	 	 	 	 
	
                  Date:
                    1/11/98                                       
                    

                	 	
                  Date:
                    1/11/98

                	 	
                  Date: ______________________

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
           

          11

           

           

          ANNEX
            A

          To
            the Partnership Agreement

           

          Transfer
            of Partnership Interest; Exit Arrangements

           

          
            
              	1.	
                      Transfer
                        of Partnership
                        Interest.

                    


            

          

           

          
            
              	
                    	1.1.	
                      Except
                        as otherwise provided in this Annex “A”, a partner in the Partnership
                        (“Partner”)
                        shall
                        not be permitted to transfer any interest in the Partnership
                        (but not
                        including the right to distributions from the Partnership)
                        (the
                        “Beneficial
                        Interests”) without
                        the prior written permission of both Limited Partners
                        for a period of 5 years from the Closing (the “No
                        Sale Period”). Additionally,
                        the Company shall not transfer any of its interests in the
Partnership
                        without the consent of the holders of seventy-five percent
                        (75%) of
                        the
                        outstanding shares of the
                        Company.

                    


            

          

           

          
            
              	
                    	1.2.	
                      Except
                        as otherwise expressly provided herein, at no time during
                        the term of
                        the
                        Partnership Agreement shall any Partner pledge, charge, hypothecate,
                        encumber, grant any security interest in, or otherwise grant
                        any rights to
                        any third
                        party concerning any Beneficial Interests without the prior
                        written
                        permission
                        of both Limited Partners unless: (i) the pledgee is a “bank” (as such
                        term
                        is used in the Israel Banking (Licensing) Law 1981-5741;
                        and (ii) the
                        pledgee
                        undertakes and agrees, in writing, that its rights in such
                        Beneficial
                        Interests
                        shall be subject to all the restrictions regarding transfer
                        of Beneficial
                        Interests
                        contained in this Annex “A”.

                    


            

          

           

          
            
              	
                    	1.3	
                      Subsequent
                        to the No Sale Period, any transfer of Beneficial Interests
                        shall be
                        in
                        accordance with the provisions set forth in this Annex
                        “A”.

                    


            

          

           

          
            
              	
                    	1.4	
                      Unless
                        otherwise agreed by the Limited Partners, a Limited Partner
                        may not, at
                        any time, transfer any Beneficial Interest in the Partnership
                        unless it
                        transfers at the
                        same time and to the same Transferee the corresponding Beneficial
                        Interest
                        in
                        all JV Entities.

                    


            

          

           

          
            
              	
                    	1.5	
                      A
                        Permitted Transferee may not transfer its Beneficial Interests
                        other than
                        in connection
                        with atransfer
                        by a Limited Partner or as set forth in Section 5
                        hereof.

                    


            

          

           

          
            	2.	
                    Right
                      of First Negotiation; Open Negotiation
                      Period.

                  


          

           

          
            
              	
                    	2.1	
                      At
                        any time after the No Sale Period, either Limited Partner
                        (the “Transferor”)
                        desiring
                        to transfer all or any portion of its Beneficial Interests
                        (other than
                        pursuant to the Permitted Transferee or Forced Exit provisions
                        set forth
                        in Sections 5 and 6 below) shall send to the JV Entities
                        and to the other
                        Limited Partner (the “Other
                        Limited Partner”) a written
                        notice (the “First
                        Negotiation
                        Notice”) stating
                        the Transferor’s
                        intention to transfer its Beneficial
                        Interests.

                    


            

          

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          
             

            12

             

             

            
              
                
                  	
                        	2.2	
                          For
                            a period of up to thirty (30) business days after the
                            delivery of the
                            First Negotiation
                            Notice (the “First
                            Negotiation Period”), the
                            Transferor shall negotiate
                            exclusively with the Other Limited Partner with respect
                            to the Other
                            Limited
                            Partner’s
                            purchase of all of the Transferor’s
                            Beneficial Interests offered for transfer, subject to
                            any restrictions in
                            law, free of any charge, pledge, lien or any other third
                            party
                            right.

                        


                

              

            

             

            
              
                	
                      	2.3.	
                        In
                          the event that the Limited Partners do not execute a definitive
                          agreement
                          with
                          respect to the Other Limited Partner's purchase of all
                          of the
                          Transferor’s
                          Beneficial
                          Interests offered for transfer within the First Negotiation
                          Period,
                          then,
                          the Transferor may, within ninety (90) days after the First
                          Negotiation
                          Period,
                          offer for sale such Beneficial Interests (the “Open
                          Negotiation Period”)
                          (subject
                          to the Right of First Refusal, Right to Tag Along and Right
of
                          Approval set forth
                          below).

                      


              

            

             

            
              
                	
                      	2.4	
                        In
                          the event that the Transferor shall not execute an agreement
                          with a bona
                          fide purchaser upon the terms of the transfer of its Beneficial
                          Interests
                          during the Open
                          Negotiation Period, the Transferor shall not continue to
                          offer or
                          otherwise
                          seek to transfer its Beneficial Interests without again
                          complying with
                          the
                          first negotiation procedure set forth above (and the Right
                          of First
                          Refusal, Right
                          to Tag Along and Right of Approval set forth
                          below).

                      


              

            

          

           

          
            	3.	
                    
                      Right
                        of First Refusal; Right to Tag Along. At
                        any time during the Open Negotiation Period the Transferor
                        may enter into
                        an agreement (the “Terms
                        Agreement”) with
                        a bona
                        fide proposed purchaser (the “Transferee”)
                        with
                        respect to terms of sale of all or such
                        portion of the Transferor’s
                        Beneficial Interests offered for transfer during the First
Negotiation
                        Period provided the Transferor shall first offer to the Other
                        Limited
                        Partner: (a)
                        the right to purchase all or such portion of the Transferor’s
                        Beneficial Interests, pursuant
                        to the Terms Agreement (“Right
                        of First Refusal”); and
                        (b) the right to join the
                        Transferor in its sale of Beneficial Interests to the Transferee,
                        such
                        that if the other Limited Partner so elects (as an alternative
                        to the
                        Right of First Refusal), the Transferor may not sell its
                        Beneficial
                        Interests unless the Transferee agrees to purchase the same
percentage
                        of Beneficial Interests from the Other Limited Partner as
                        it is purchasing
                        from
                        the Transferor, pursuant to the Terms Agreement (“Right
                        to Tag Along”). Any
                        transfer
                        of Beneficial Interests by the Transferor to the Transferee
                        shall also be
                        subject to the
                        Right of Approval set forth in Section 4
                        below.

                    

                  


          

           

          
            
              	
                    	3.1	
                      Rights
                        Notice. The
                        Transferor shall offer the Right of First Refusal and the
Right
                        to Tag Along to the other Limited Partner pursuant to a written
                        notice to
                        the
                        TV Entities and to the Other Limited Partner providing details
                        of the
                        Transferee
                        and a copy of the Terms Agreement (the “Rights
                        Notice”).

                    


            

          

           

          
            
              
                	
                      	3.2	
                        Exercise
                          Notice. The
                          Other Limited Partner may exercise its Right of First Refusal
                          or Right to Tag Along by giving the Transferor and the
                          TV Entities a
                          written
                          notice to that effect within thirty (30) days after being
                          served with the
                          Rights
                          Notice subject to an additional 90 day period to permit
                          the Other Limited
                          Partner to obtain all necessary approvals in connection
                          with such purchase
                          (and the other Parties shall provide all reasonable assistance
                          to the
                          Other
                          Limited Partner in connection therewith) (the “Exercise
                          Notice”).

                      


              

            

          

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          
             

            13

             

             

          

          
            
              	
                    	
                      3.3

                    	
                      Purchase
                        by the Other Limited Partner. If
                        the Other Limited Partner shall timely exercise its Right
                        of First
                        Refusal, then the Transferor’s
                        Beneficial Interests will be sold and transferred to the
                        Other Limited
                        Partner, in accordance
                        with the provisions of the Terms Agreement and this Annex
                        “A”.

                    


            

          

           

          
            
              	
                    	3.4	
                      Purchase
                        by Transferee; Tag Along. If
                        (a) the Transferor shall properly give the First Negotiation
                        Notice and
                        the Rights Notice, as set forth above; and
                        (b) the Other Limited Partner shall not timely exercise its
                        Right of First
                        Refusal,
                        then: (i) none of the Transferor’s
                        Beneficial Interests will be sold to the
                        Other Limited Partner; and (ii) subject to the Other Limited
                        Partner's
                        Right of
                        Approval, the Transferor shall, within sixty (60) days after
                        the last date
                        on which the Exercise Notice may be submitted, sell to the
                        Transferee, all
                        of the Transferor’s
                        Beneficial Interests pursuant to the Terms Agreement provided
                        that
                        if
                        the Other Limited Partner shall have timely exercised its
                        Right of Tag
                        Along,
                        then none of the Transferor’s
                        Beneficial Interests will be sold unless the Transferee
                        purchases (pursuant to the Terms Agreement) all of the Beneficial
                        Interests
                        offered by the Other Limited Partner pursuant to its right
                        to Tag
                        Along.

                    


            

          

           

          
            
              	
                    	3.5	
                      In
                        the event that the Transferor’s
                        Beneficial Interests are not sold by the Transferor as set
                        forth in
                        Section 3.4 above (including by reason of the Transferee’s
                        refusal to satisfy the Other Limited Partner's exercise of
                        its Right
                        to
                        Tag Along) within such sixty (60) day period, then the Transferor’s
                        Beneficial
                        Interests may not be offered or otherwise transferred unless
                        the
                        Transferor
                        shall again comply with all of the provisions of Section
                        2 and this
                        Section
                        3.

                    


            

          

           

          
            	4.	
                    Right
                      of Approval.

                  


          

           

          
            
              	
                    	4.1	
                      Notwithstanding
                        the foregoing provisions of this Annex “A”, any transfer of Beneficial
                        Interests to a Transferee which is not a Permitted Transferee
                        of the
                        Transferor
                        shall also be subject to the approval of the identity of
                        the Transferee
                        by
                        the Other Limited Partner, which approval may not be unreasonably
                        withheld
                        and
                        without providing a written detailed explanation (“Right of
                        Approval”) provided
                        that: (a) in the event that the Transferee is a competitor
                        of the Other
                        Limited
                        Partner, then the Other Limited Partner may refuse to grant
                        such approval,
                        in its sole discretion, by giving written notice of such
                        competitive
                        relationship
                        and without further explanation; and (b) no such approval
                        shall be
                        required
                        in the event that the Other Limited Partner shall exercise
                        its Right to
                        Tag Along.

                    


            

          

           

          
            
              	
                    	4.2	
                      The
                        Transferor may at any time request the Other Limited Partner’s
                        approval of the identity of the Transferee by giving written
                        notice of
                        name of the Transferee (including
                        by providing written notice thereof in the Rights Notice).
                        The Other
                        Limited
                        Parmer shall respond to Transferor’s
                        request within ten (10) days after delivery
                        of the Transferor's notice and such other information as
                        the Other
                        Limited
                        Partner may reasonably request. Such approval shall be deemed
                        granted
                        in
                        the event that the Other Limited Partner shall fail to respond
                        within such
                        10 day period.

                    


            

          

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          
            14

             

             

            
              
                	
                      	4.3	
                        If
                          the Transferor believes that the other Limited Party is
                          unreasonably
                          withholding
                          its approval, then, within 10 days of delivery of the Other
                          Limited
                          Partner’s
                          written explanation, the Transferor may submit the matter
                          to the dispute
                          resolution
                          procedure set forth in Section 14 of the Partnership
                          Agreement.

                      


              

            

             

          

          
            	
                    5.

                  	
                    Certain
                      Permitted Transfers.

                  


          

           

          
            
              
                	
                      	5.1	
                        Notwithstanding
                          the foregoing provisions of this Annex “A”, each of the Limited
                          Partners may transfer a portion of its Beneficial Interests
                          to an entity
                          in which the Limited Partner beneficially holds, directly
                          or indirectly
                          (including through
                          other such wholly-owned entities), all of the voting and
                          equity interests
                          in
                          such entity (each, a “Permitted
                          Transferee”) and
                          Permitted Transferees may
                          transfer Beneficial Interests to other Permitted Transferees
                          and the
                          Limited Partners
                          in the manner set forth in Section 5.2 below, and the Other
                          Limited
                          Partner’s
                          Right of First Refusal, Right to Tag Along and Right of
                          Approval
                          shall
                          not apply, provided, however, that all such Beneficial
                          Interests
                          transferred by a Limited Partner or its Permitted Transferee
                          shall
                          continue to be subject to such rights as if such Beneficial
                          Interests were
                          still owned by the transferring Limited
                          Partner.

                      


              

            

          

           

          
            	
                  	5.2	
                    A
                      Limited Partner or a Permitted Transferee may transfer all
                      or any portion
                      of its
                      Beneficial Interests to one or more Permitted Transferees provided,
                      however, that
                      as a condition to the validity of any such
                      transfer:

                  


          

          

            
              	
                    	5.2.1	
                      the
                        Limited Partner or transferring Permitted Transferee shall
                        have given
                        written notice to the JV Entities and the Other Limited Partner
                        of details
                        of the transfer, including the Limited Partner’s certification that the
                        transferee is a Permitted Transferee and that all necessary
                        approvals in
                        connection with such transfer have been obtained and providing
                        appropriate
                        supporting documents.

                    


            

             

            
              	
                    	5.2.2	
                      such
                        Permitted Transferee shall agree in writing to be bound by
                        all the terms
                        and provisions of the Partnership Agreement and the JV Agreement
                        and to
                        assume all of the obligations hereunder to the same extent
                        as the
                        transferring Limited Partner; and

                    


            

             

            
              	
                    	5.2.3	
                      the
                        transferring Limited Partner shall acknowledge in writing
                        that it is not
                        released from any of its obligations hereunder and that it
                        shall be liable
                        for and guarantees the performance by the Permitted Transferee
                        of its
                        obligations and undertakings
                        hereunder.

                    


            

          

          
            
               

              
                	
                      	5.3	
                        Change
                          in Permitted Transferee
                          Relationship.

                      


              

            

          

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          
            15

             

            

              
                	
                      	5.3.1	
                        Notwithstanding
                          any provision of the Partnership Agreement [and the JV
                          Agreement] to the
                          contrary, in the event that a transferee of Beneficial
                          Interests pursuant
                          to Section 5.1 and 5.2 ceases to be a “Permitted Transferee” of a Limited
                          Partner during the term of the Partnership Agreement, then:
                          (i) the
                          transferring Limited Partner (or if such transferring Limited
                          Partner
                          shall no longer hold any Beneficial Interests, the Permitted
                          Transferee
                          thereof) shall notify the Other Limited Partner (or the
                          Permitted
                          Transferee thereof) and the JV Entities of the change within
                          ten (10)
                          business days thereof.

                      


              

              


              
                	
                      	5.3.2	
                        Within
                          7 days of delivery of the foregoing notice, the Other Limited
                          Partner and
                          the Limited Partner (or if any of the Limited Partners
                          shall no longer
                          hold any Beneficial Interests, such Permitted Transferee)
                          shall appoint a
                          mutually agreed professional third party appraiser (the
“Appraiser”)
                          to determine the value of the Permitted Transferee's- Beneficial
                          Interests
                          and its interest in the General Partner (the “Valuation”).
                          In the event that the Limited Partners (and/or their Permitted
                          Transferees) shall fail to agree upon an appraiser, the
                          same shall be
                          appointed by the District Court in Tel-Aviv upon the application
                          of either
                          Limited Partner (or its Permitted Transferee). The Limited
                          Partner whose
                          transferee ceased to be a Permitted Transferee (or if the
                          Limited Partner
                          shall no longer hold any Beneficial Interests, such Permitted
                          Transferee)
                          shall pay the expenses of the
                          Appraiser.

                      


              

               

              
                	
                      	5.3.3	
                        the
                          Appraiser shall complete the Valuation and shall provide
                          both Limited
                          Partners with a signed written original thereof. The Valuation
                          shall be
                          final for purposes of this Section
                          5.3.

                      


              

               

              
                	
                      	5.3.4	
                        the
                          Other Limited Partner shall have 30 days from the date
                          of receipt of the
                          Valuation to purchase the Beneficial Interest of such transferee
                          who
                          ceased to be a Permitted Transferee at a price which shall
                          be equal to 80%
                          of the value of such Beneficial Interests set forth in
                          the
                          Valuation.

                      


              

            

             

          

          
            	
                    6.

                  	
                    Change
                      in Control.

                  


          

          

            
              	
                    	6.1	
                      In
                        the event that there is a “Change in Control” (as defined below) of either
                        Limited Partner (“Changed
                        Partner”)
                        during the period in which such Limited Partner and its Permitted
                        Transferees holds any Beneficial Interests, the Changed Partner
                        shall give
                        written notice thereof to the other Limited Partner (the
“Other
                        Partner”)
                        within 10 days thereof provided the Other Partner (together
                        with its
                        Permitted Transferees) holds at such time, at least a 30%
                        interest in the
                        Partnership. Within 30 days of the Changed Partner’s notice, the Other
                        Partner may give written demand to the Changed Partner to
                        negotiate
                        exclusively with the Other Partner for a period of thirty
                        (30) business
                        days with respect to the Other Partner’s purchase of all of the Changed
                        Partner’s Beneficial
                        Interests.

                    


            

          

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          16

           

          

            
              	
                    	6.2	
                      In
                        the event that the Limited Partners do not execute a definitive
                        agreement
                        with respect to the Other Partner’s purchase of all of the Changed
                        Partner’s Beneficial Interests within such negotiation period, then,
                        the
                        Other Partner may, within 15 days thereafter, give written
                        notice to the
                        Changed Partner invoking the “Sell-Buy Procedure” set forth in Section 7
                        below (the “Sell-Buy
                        Notice”).

                    


            

             

            
              	
                    	6.3	
                      Change
                        of Control of a Limited Partner. For
                        the purpose of this Section 6, a “Change
                        of Control”of
                        a Limited Partner shall be deemed to have occurred: (i) with
                        respect to
                        Valor, until the closing of the initial public offering of
                        its shares to
                        the public pursuant to a prospectus or similar document in
                        Israel or
                        abroad, if the “Controlling
                        Group of Valor”(as
                        defined in Appendix 16.6.3 of the JV Agreement), directly
                        or indirectly,
                        owns beneficially or of record less than 50.01% of the combined
                        voting
                        power of the outstanding voting securities of Valor; or (ii)
                        with respect
                        to either Limited Partner if the board of directors of such
                        Limited
                        Partner (or, if approval of the shareholders is required,
                        the shareholders
                        of the Limited Partner) shall approve: (a) any consolidation
                        or merger of
                        the Limited Partner in which the Limited Partner is not the
                        continuing or
                        surviving corporation or pursuant to which shares of such
                        Limited Partner
                        would be converted into cash, securities or other property,
                        other than a
                        merger of the Limited Partner in which the holders of shares
                        of such
                        Limited Partner immediately prior to the merger have the
                        same
                        proportionate ownership of shares of the surviving corporation
                        immediately
                        after the merger; or (b) the adoption of any plan or proposal
                        for the
                        liquidation or dissolution of the Limited Partnership: or
                        (iii) during any
                        period of two consecutive years, individuals who at the beginning
                        of such
                        period constituted the entire board of directors of such
                        Limited Partner
                        cease for any reason to constitute a majority thereof unless
                        the election,
                        or the nomination for election by such Limited Partner's
                        shareholders, of
                        each new director was approved by a vote of at least two-thirds
                        of the
                        directors then still in office who were directors at the
                        beginning of the
                        period; or (iv) if a competitor of the other Limited Partner
                        shall
                        acquire, directly or indirectly, beneficially or of record,
                        10% or more of
                        the combined voting power of the outstanding voting securities
                        of such
                        Limited Partner.

                    


            

             

            
              	7.	
                      Sell-Buy
                        Procedure.

                    


            

             

            
              	
                    	7.1	
                      In
                        the event that the Other Partner shall give the Sell Buy
                        Notice as set
                        forth above, then within 7 days of delivery of such notice,
                        the Limited
                        Partners shall appoint an Appraiser to provide a Valuation
                        of all of the
                        Beneficial Interests of both Limited Partners and their Permitted
                        Transferees pursuant to the procedures set forth in Sections
                        5.3.2 and
                        5.3.3 except that the Partnership shall pay the expenses
                        of the
                        Appraiser.

                    


            

             

            
              	
                    	7.2	
                      The
                        Valuation shall be final for purposes of the remainder of
                        this Section
                        7.

                    


            

             

            
              	
                    	7.3	
                      Each
                        of the Limited Partners shall have 30 days from the date
                        of receipt of the
                        Valuation to make an offer to the other Limited Partner,
                        to purchase the
                        other Limited Partner’s Beneficial Interests at a price which shall at
                        least equal the value of such Beneficial Interest as set
                        forth in the
                        Valuation (a “Buy
                        Offer”).

                    


            

          

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          
             

            17

             

            

              
                	
                      	7.4	
                        In
                          the event only one of the Limited Partners makes a Buy
                          Offer, the other
                          Limited Partner shall be obliged to sell its Beneficial
                          Interests to the
                          offering Limited Partner at the price
                          offered.

                      


              

               

              
                	
                      	7.5	
                        In
                          the event that both Limited Partners wish to buy the other
                          Limited
                          Partner’s Beneficial Interests, the Limited Partners shall bid
                          against
                          each other by means of sending Buy Offers and counter Buy
                          Offers to each
                          other. The Limited Partner offering the highest amount
                          shall be entitled
                          to buy all of the other Limited Partner’s Beneficial Interests and such
                          other Limited Partner shall be obliged to sell the same
                          at the price
                          offered. Counter Buy Offers shall be made within 15 days
                          of receipt of a
                          Buy Offer. If an offeree Limited Partner fails to respond
                          to a Buy Offer
                          (i.e., to give a counter Buy Offer) within 15 days of receipt
                          of the Buy
                          Offer, the Buy Offer shall be deemed to have been accepted
                          by the offeree
                          Limited Partner for all purposes
                          herein.

                      


              

               

              
                	
                      	7.6	
                        In
                          the event that neither of the Limited Partners makes a
                          Buy Offer within 30
                          days of receipt of the Valuation or neither Limited Partners
                          agrees to
                          purchase the other Limited Partner’s Beneficial Interests based upon a
                          price at least equal to that reflected in the Valuation,
                          the Parties shall
                          dissolve the Partnership and all subsidiaries thereof pursuant
                          to
                          applicable law.

                      


              

               

              
                	8.	
                        Closing.
                          Once
                          it is determined which Limited Partners will be transferring
                          its
                          Beneficial Interests in the Partnership to the other Limited
                          Partner or
                          another purchaser (the “Selling
                          Partner”),
                          the Limited Partners shall negotiate a closing date for
                          the transfer of
                          such Beneficial Interests to the purchasing Limited Partner
                          or its
                          designee for a date no later than 45 days from the date
                          of the acceptance
                          (or deemed acceptance) of the Buy
                          Offer.

                      


              

               

            

          

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          -
            13 -

          
 

          APPENDIX
            14.4.2

           

          Notification
            to Registrar of Partnerships

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          
             

            -
              14
              -

             

             

            APPENDIX
              14.4.3

             

            Memorandum
              of Association

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            


            COMPANIES
              ORDINANCE

            (NEW
              VERSION) 5743-1983

             

            MEMORANDUM
              OF ASSOCIATION

             

            of

             

            CRSOFT
              LTD.

             

            A
              COMPANY LIMITED BY SHARES

             

             

            
              	1.	
                      The
                        name of the Company is:

                    


            

             

            “CRSOFT
              Ltd.”

             

            The
              name
              in Hebrew is: [illegible]

             

            
              	2.	
                      The
                        objects for which the Company is established
                        are:

                    


            

             

            
              	
                    	(a)	
                      To
                        develop, manufacture, assemble and integrate, market, sell
                        and offer for
                        sale, directly
                        or through third parties, distribute, install, service, provide
                        training,
                        support
                        and related services with respect to, computer aided manufacturing
                        and
                        archiving
                        systems for use in the manufacture of printed circuit boards
                        and in
                        general to engage in all other activities as may be
                        agreed.

                    


            

             

            
              	
                    	(b)	
                      To
                        serve as the general partner of a limited partnership with
                        purposes
                        similar to those
                        set forth in Section 2(a) above.

                    


            

             

            
              	
                    	(c)	
                      To
                        conduct any activities which are not prohibited by
                        law.

                    


            

             

            The
              Company shall have the legal capacity for any right or obligation and
              for the
              execution of any act.

             

            
              	3.	
                      The
                        liability of the members is
                        limited.

                    


            

             

            
              	4.	
                      The
                        share capital of the Company is NIS. 36,000 divided into
                        36,000 shares par
                        value NIS.l.- per share.

                    


            

             

            The
              rights of the holders of the shares will be in accordance with the
              provisions of
              the Company’s
              Articles of Association and the Company may modify them from time to
              time as
              provided in the Companies Ordinance (New Version).

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            2

             

             

            We
              the
              undersigned wish to form a company pursuant to this Memorandum of Association
              and
              we
              agree to take the number of shares in the Company’s share capital set opposite
              our respective
              names.

            

              
                	  
	  
	  

	
                        Names,
                          Addresses &description
                          of subscribers

                         

                      	
                        Number
                          of shares 

                        taken
                          by each subscriber

                      	
                        Signature

                      
	 	 	 
	
                        Orbotech
                          Ltd.

                        New
                          Industrial Zone,

                        Yavne
                          

                        Public
                          company

                      	
                        50

                      	
                        /s/
                          Arie Weisberg

                        52-003521-3

                      
	 	 	 
	
                        Valor
                          Computerized Systems
                          Ltd.,

                        New
                          Industrial Zone

                        Yavne

                        Private
                          company

                      	
                        50

                      	
                        /s/
                          Shlomo Almog

                        51-166672-9

                      
	 	 	 
	  
	 
                         	  



              

            

             

            Dated
              this  1  day of November, 1998

             

            
              	 	
                      Witness
                        to signatures: /s/ David Cohen    

                    


            

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            


            -
              15
              -

             

             

            APPENDIX
              14.4.4

             

            Articles
              of Association of the JV Company

            
 

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            


            COMPANIES
              ORDINANCE

            (NEW
              VERSION) - 5743-1983

             

            ARTICLES
              FOR THE MANAGEMENT OF A 

            COMPANY
              LIMITED BY SHARES

             

              
                

              

            

             

            (Name
              of Company):

             

            FRONTLINE
              P.C.B. SOLUTIONS LTD. (the “Company”)

            


            INTERPRETATION

            


            
              	
                      1.

                    	
                      The
                        sample Articles which appear in the Second Schedule to the
                        Companies
                        Ordinance
                        (New Version) 5743-1983 will not apply to this
                        company.

                    


            

            


            
              	
                      2.

                    	
                      Other
                        than as expressly provided herein, the terms in these articles
                        (hereinafter “Articles”) have the meaning that they have in the Companies
                        Ordinance (New Version)
                        5743-1983 (hereinafter the “Ordinance”), as amended from time to
                        time.

                    


            

            


            PRIVATE
              COMPANY

            


            
              	3.	
                      The
                        Company shall be a private company.
                        Therefore:

                    


            

            


            
              	 	
                      (a)

                    	
                      The
                        number of Members of the Company is limited to fifty (50),
                        excluding
                        employees of the Company and former employees of the Company
                        who were
                        Members
                        of the Company while they were employees and continue to
                        be Members
                        of the Company even after their employment was
                        terminated.

                    


            

             

            Two
              or
              more shareholders who together hold one or more shares in the Company,
              shall be
              treated, for purposes of this paragraph, as a single member.

            


            
              	 	
                      (b)

                    	
                      A
                        public offering to subscribe for shares or debentures of
                        the Company is
                        hereby prohibited.

                    


            

            


            
              	 	
                      (c)

                    	
                      The
                        right to transfer shares shall be restricted in the manner
                        hereinafter
                        provided.

                    


            

            


            CAPITAL
              OF THE COMPANY

            


            
              	
                      4.

                    	
                      The
                        share capital of the Company is 36,000 New Israeli Shekels
                        (“NIS”)
                        consisting of 36,000 (thirty six thousand) Ordinary Shares
                        of a nominal
                        value of NIS 1.- each (the “Shares”).

                    


            

            


            The
              Ordinary Shares shall have equal rights including voting rights and
              rights to
              dividends. They shall confer upon the owners thereof the right to receive,
              upon
              the

            


            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            2

             

             

            winding
              up of the Company, a sum equal to their nominal value, and if a surplus
              remains,
              to receive such surplus in proportion to the nominal value of the shares
              held
by
              them
              respectively and in respect of which such distribution is being made
              and to
receive
              a
              portion of the Company’s profits, when distributed, in proportion to the nominal
              value of the shares held by them respectively and in respect of which
              such
              distribution is being made.

            


            SHARES

            


            
              	
                      5.

                    	
                      The
                        Company may issue shares that are preferred, or redeemable
                        or with any
                        other special right, or restricted in respect of dividend
                        distributions,
                        voting rights, the return
                        of share capital or other matters, all as determined by the
                        Company by
                        special resolution,
                        subject to the provisions of its memorandum and without infringing
                        on any
                        special
                        right previously granted to a
                        shareholder.

                    


            

            


            
              	
                      6.

                    	
                      The
                        Company may pay any person a commission for subscribing or
                        getting others
                        to subscribe,
                        or for agreeing or getting others to agree to subscribe to
                        the Company’s
                        shares, whether conditionally or unconditionally, provided
                        that the rate
                        or amount of the
                        commission does not exceed 10% of the value of those shares,
                        and the
                        commission may
                        be paid in cash or in the Company’s shares paid up in full or in part, or
                        partly in cash and partly in shares as
                        aforesaid.

                    


            

            


            
              	
                      7.

                    	
                      Subject
                        to the provisions of these Articles, the Company may change
                        the rights of
                        a certain class of shares, provided that the same is effected
                        by a special
                        general meeting of
                        the holders of those shares.

                    


            

            


            The
              provisions of these Articles relating to general meetings and to the
              convening
thereof
              and to notices in respect thereof and to resolutions to be passed thereat
              shall
              mutatis mutandis apply to every separate general meeting as mentioned
              above.

            


            Unless
              otherwise provided by these Articles, the enlargement of an existing
              class of
shares,
              or the issuance or allotment of additional shares thereof, or the creation
              of
              additional shares of that class as a result of conversion of shares
              from another
              class or unification with another class shall not be deemed to modify
              or alter
              the rights attached
              to the previously issued shares of such class or of any other
              class.

            


            
              	
                      8.

                    	
                      The
                        Company’s funds shall not be expended for the purchase of its own
                        shares,
                        other than as allowed in accordance with applicable
                        law.

                    


            

            


            
              	
                      9.

                    	
                      Subject
                        to the provisions of these Articles, the shares of the Company
                        shall be at
                        the disposal
                        of the Board of Directors of the Company (the “Board”)
                        which
                        may allot them to such persons, at such times and on such
                        conditions as
                        the Board may determine,
                        whether at par or at a premium or at a discount (subject
                        to the provisions
                        of the
                        Companies Ordinance).

                    


            

            


            
              	
                      10.

                    	
                      The
                        Company is entitled to regard the registered owner of any
                        share as its
                        absolute owner and shall not be required to recognize any
                        shareholding by
                        way of trust, and shall
                        not be required to recognize any equitable, contingent, future
                        or partial
                        interest in any
                        share or any claim or right with respect to any share, other
                        than the
                        right to

                    


            

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            3

             

             

            entirety
              thereof in the registered owner.

            


            
              	
                      11.

                    	
                      If
                        by the terms of issue of any share the payment for the share
                        is to be made
                        wholly or partly
                        in installments, then each such installment shall be paid
                        to the Company
                        when due,
                        by the registered owner for the time being of the
                        share.

                    


            

            


            LIEN

            


            
              	
                      12.

                    	
                      The
                        Company shall have a lien on every share that was not paid
                        up in full, in
                        respect of
                        money due to the Company on calls for payment or payable
                        at fixed times,
                        whether the
                        time for payment has arrived or not; the Company shall also
                        have a lien on
                        shares registered in the name of an individual that were
                        not fully paid up
                        in respect of money due to it from him or from his estate,
                        but the Board
                        may exempt any share, in full or in part,
                        from the provisions of this section; the lien on a share
                        shall also apply
                        to dividends payable on it.

                    


            

            


            
              	
                      13.

                    	
                      The
                        Company may sell any share on which it has a lien in any
                        manner the Board
                        sees fit,
                        but it shall not be sold before the date of payment of the
                        amount in
                        respect of which the lien exists, and until 14 days have
                        passed after
                        notification in writing has been
                        made to whoever is at that time registered as the share’s owner, or to
                        whoever is entitled to it upon the registered owner’s death or bankruptcy,
                        demanding payment of the
                        amount against which the lien exists and the time of payment
                        of which has
                        arrived.

                    


            

            


            
              	
                      14.

                    	
                      Any
                        balance from the sale, left after the amount the date of
                        payment of which
                        has arrived,
                        shall be paid to whoever is entitled to the share on the
                        day of the sale,
                        subject to
                        the lien on amounts the date of payment of which has not
                        yet arrived,
                        similar to the lien
                        on the share before its sale; the purchaser shall be registered
                        as the
                        share’s owner, and
                        it is not his responsibility to see to the use of the purchase
                        price, and
                        his right to the
                        share shall not be affected by any fault or error in the
                        procedure of
                        sale.

                    


            

            


            
              	
                      15.

                    	
                      The
                        provisions of Article 29 of these Articles relating to the
                        affidavit of a
                        Director regarding
                        a share that was forfeited shall apply mutatis mutandis,
                        to a share which
                        has been sold pursuant to a lien as described above, and
                        the Company shall
                        deliver such affidavit
                        to the purchaser who requests it.

                    


            

            


            CALLS
              ON SHARES

            


            
              	
                      16.

                    	
                      The
                        Board may from time to time make calls upon the Members in
                        respect of any
                        moneys
                        unpaid on their shares which are not made payable at a date
                        fixed by the
                        terms of
                        issue. Each member shall pay to the Company, at the time
                        and place
                        specified by the
                        Board the amount called on his shares. A call made by the
                        Board may be
                        made payable
                        by installments and shall be deemed to have been made at
                        the time when the
                        resolution
                        of the Board authorizing the call was
                        passed.

                    


            

            


            
              	
                      17.

                    	
                      A
                        notice regarding any call shall be given not less than 14
                        days in advance
                        and shall specify
                        to whom the required amount should be paid, and the time
                        and place of
                        payment,
                        provided that the Directors may, prior to the time of payment,
                        by a
                        written notice,
                        revoke or postpone the call.

                    


            

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

            
               

              4

               

            

             

            
              	
                      18.

                    	
                      The
                        Board may, upon the issue of any shares, differentiate between
                        the
                        shareholders as to
                        the amount of calls to be paid and the terms of
                        payment.

                    


            

            


            
              	
                      19.

                    	
                      If,
                        by the terms of issue of a share or otherwise, any sum becomes
                        payable at
                        any fixed date or in fixed installments, whether on account
                        of the nominal
                        amount of the share or by
                        way of premium, such sum shall be paid as if it were a call
                        duly made by
                        the Board with proper notice, and all the relevant provisions
                        of these
                        Articles as to calls on shares shall
                        apply to any such sum or
                        installment.

                    


            

            


            
              	
                      20.

                    	
                      The
                        joint holders of a share shall be jointly and severally liable
                        to pay all
                        calls and installments
                        in respect thereof.

                    


            

            


            
              	
                      21.

                    	
                      If
                        the sum called in respect of a share, or an installment or
                        a sum payable
                        on a specific date
                        under the terms of issue, shall not be paid until the day
                        appointed for
                        payment thereof, then the holder for the time being of the
                        share shall pay
                        interest from the day appointed
                        for payment thereof to the time of actual payment at a rate
                        established by
                        the Board, which will approximate the current rate of interest
                        applicable
                        to bank overdrafts, or at a lower rate, or to demand either
                        linkage
                        differentials based on any cost of living index published
                        by any official
                        governmental agency, or linkage differentials based on foreign
                        exchange
                        rates, in addition to the prevailing rate of interest for
                        loans linked to
                        the index or to foreign exchange rates (such interest to
include
                        linkage differentials as aforesaid) as the Board may determine.
                        Such
                        interest shall
                        be payable for the period commencing on the day payment was
                        due, until the
                        date
                        such payment was actually made. The Board shall be at liberty
                        to waive
                        payment of
                        such interest wholly or in part.

                    


            

            


            
              	
                      22.

                    	
                      No
                        Member shall be entitled to receive any dividend or to exercise
                        any
                        privileges as a Member
                        until he shall have paid all calls for the time being due
                        and payable in
                        every share
                        held by him whether alone or jointly with any other person,
                        together with
                        interest and expenses (if any, pursuant to section 21
                        above).

                    


            

            


            
              	
                      23.

                    	
                      The
                        Board may, if it deems fit, receive from any Member willing
                        to advance all
                        or any part
                        of the moneys uncalled and unpaid upon any shares held by
                        him and upon all
                        or any
                        of the moneys so advanced may (until the same would but for
                        such advance,
                        become
                        presently payable) pay interest at a rate, as may be agreed
                        upon between
                        the Board
                        and the Member paying such sum in
                        advance.

                    


            

            


            FORFEITURE
              OF SHARES

            


            
              	
                      24.

                    	
                      If
                        a Member fails to pay in full any call or installment of
                        a call on the day
                        appointed for
                        payment thereof, the Board may at any time thereafter during
                        such time as
                        any part of
                        such call or installment remains unpaid, serve written notice
                        on him
                        requiring payment
                        of so much of the call or installment as is unpaid, together
                        with any
                        interest which
                        may have accrued.

                    


            

            


            
              	
                      25.

                    	
                      The
                        notice shall name a further day (not being less than fourteen
                        days from
                        the date of the
                        notice) on or before which, and the place or places where
                        the payment
                        together with
                        the interest required by the notice is to be made and shall
                        state that in
                        the event of non-payment
                        on or before the day and at the place appointed, the shares
                        in respect
                        of

                    


            

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

            
               

              5

               

               

            

            which
              such call was made or installment is payable will be liable to be
              forfeited.

            


            
              
                
                  	26.	
                          If
                            the requirements of any such notice as aforesaid are
                            not complied with,
                            any share in respect of which such notice has been given
                            may at any time
                            thereafter, be forfeited by a
                            resolution of the Board to that effect. Any forfeiture
                            as aforesaid shall
                            include all dividends declared in respect of the forfeited
                            shares and not
                            actually paid before the forfeiture.

                        


                

              

            

            


            
              
                
                  	27.	
                          Any
                            share so forfeited shall become the property of the Company,
                            and subject
                            to these
                            Articles may be sold, re-allotted or otherwise disposed
                            of as the Board
                            may deem fit.
                            The Board may, at any time before the sale, re-allotment
                            or disposition of
                            a forfeited
                            share, revoke such forfeiture under such terms and conditions
                            as the Board
                            determined.

                        


                

              

            

            


            
              
                
                  	28.	
                          Any
                            person whose shares have been forfeited shall thereupon
                            cease to be a
                            Member in respect
                            of the forfeited shares but shall, notwithstanding the
                            forfeiture, remain
                            liable to pay
                            to the Company all moneys which at the date of forfeiture
                            were presently
                            payable by him to the Company in respect of the shares.
                            Such obligation
                            shall be discharged when
                            the Company shall have received all amounts due for the
                            forfeited
                            shares.

                        


                

              

            

            


            
              
                
                  	29.	
                          An
                            affidavit containing a statement by a Director affirming
                            that a specified
                            share has been
                            properly forfeited as of the date of such affidavit,
                            will constitute
                            conclusive proof against
                            any person claiming an interest in such share. Such affidavit
                            together
                            with a receipt from the Company for consideration, if
                            any, for the sale or
                            transfer of such share, shall transfer title of such
                            share, and the
                            purchaser or transferee of such share will
                            be registered as the owner of the share and he shall
                            not be liable for any
                            sales proceeds, if any, and further his right in such
                            share shall not be
                            affected by any defect resulting
                            from the mechanism of the forfeiture, sale, or
                            transfer.

                        


                

              

            

            


            
              
                	30.	(a)	
                        The
                          provisions of these Articles with regards to forfeiture
                          shall also apply
                          to any non payment of an amount payable, under the terms
                          of the issue of a
                          share, at a fixed date, whether for the nominal value of
                          the share or as
                          premium, as if such amount was payable by reason of a duly
                          made and
                          notified call.

                      


              

            

             
              

            
              
                
                  	
                        	(b)	
                          Nothing
                            contained within these Articles regarding forfeiture
                            of shares shall in
                            any
                            way diminish the relief available to the Company from
                            a member by virtue
                            of
                            the Contracts Law (Remedies for Breach of Contract) 5731-1970,
                            or by
                            virtue of
                            any other statute.

                        


                

              

            

            


            TRANSFER
              OF SHARES AND RIGHTS OF FIRST REFUSAL

            


            
              
                
                  	31.	
                          Notwithstanding
                            any other provisions in these Articles, the following
                            provisions shall
                            apply:

                        


                

              

            

            


            
              	
                    	31.1.	
                      Transfer
                        of Shares.

                    


            

            


            
              	
                    	31.1.1.	
                      Except
                        as otherwise provided in this Article 31, no shareholder
                        shall be
                        permitted to transfer any shares in the Company without
                        

                    


            

            


            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

            
               

              6

               

               

              the
                prior written permission of both Orbotech Ltd.
(“Orbotech”)
                and
                Valor
                Computerized Systems Ltd. (“Valor”)
                (each,
                a
“Founding
                Shareholder”) for
                a
                period of 5 years from November 4,
                1998
                (the “No
                Sale Period”).

            

             

            
              	
                    	31.1.2.	
                      Except
                        as otherwise expressly provided herein, no shareholder shall
pledge,
                        charge, hypothecate, encumber, grant any security interest
in,
                        or otherwise grant any rights to any third party concerning
                        the
                        shares
                        without the prior written permission of both Founding Shareholders
                        unless:
                        (i) the pledgee is a “bank” (as such term is used
                        in the Israel Banking (Licensing) Law 1981-5741); and (ii)
                        the
                        pledgee
                        undertakes and agrees, in writing, that its rights in such
                        shares shall be
                        subject to all the restrictions regarding transfer of shares
                        contained in
                        Article 31.

                    


            

            


            
              	
                    	31.1.3.	
                      Subsequent
                        to the No Sale Period, any transfer of shares shall be in
accordance
                        with the provisions set forth in this Article 31 and Article
                        32.

                    


            

            


            
              	 	
                      31.1.4.

                    	
                      Unless
                        otherwise agreed by the Founding Shareholders, a Founding
Shareholder
                        may not, at any time, transfer any shares in the Company
                        unless it
                        transfers at the same time and to the same Transferee
                        the corresponding partnership interest in FrontLine PCB Solutions
                        Limited
                        Partnership (the “Limited
                        Partnership”).

                    


            

            


            
              	 	
                      31.1.5.

                    	
                      An
                        entity in which a Founding Shareholder beneficially holds,
directly
                        or indirectly (including through other such wholly-owned
entities)
                        all of the voting and equity interests in such entity (a
“Permitted
                        Transferee”) may
                        not transfer its shares other than in connection
                        with a transfer by a Founding Shareholder or as set forth
in
                        Article 31.5 hereof.

                    


            

            


            
              	
                    	31.2.	
                      Right
                        of First Negotiation; Open Negotiation
                        Period.

                    


            

            


            
              	 	
                      31.2.1.

                    	
                      At
                        any time after the No Sale Period, either Founding Shareholder
                        (the
                        “Transferor”)
                        desiring
                        to transfer all or any of its shares (other than pursuant
                        to the Permitted
                        Transferee or Forced Exit provisions set
                        forth in Articles 31.5 and 31.6 below) shall send to the
                        Company and to
                        the other Founding Shareholder (the “Other
                        Founding
                        Shareholder”) a
                        written notice (the “First
                        Negotiation Notice”) stating
                        the Transferor’s intention to transfer its
                        shares.

                    


            

            


            
              	 	
                      31.2.2.

                    	
                      For
                        a period of up to thirty (30) business days after the delivery
                        of
                        the
                        First Negotiation Notice (the “First
                        Negotiation Period”),the
                        Transferor shall negotiate exclusively with the Other Founding
                        Shareholder
                        with respect to the Other Founding Shareholder’s purchase of all of the
                        Transferor’s shares offered for transfer, subject
                        to any restrictions in law, free of any charge, pledge, lien
                        or
                        any
                        other third party right.

                    


            

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

            
               

              7

               

               

            

            
              	 	
                      31.2.3.

                    	
                      In
                        the event that the Founding Shareholders do not execute a
                        definitive
                        agreement with respect to the Other Founding Shareholder’s purchase of all
                        of the Transferor’s shares offered for transfer within the First
                        Negotiation Period, then, the Transferor may, within ninety
                        (90) days
                        after the First Negotiation Period, offer
                        for sale such shares (the “Open
                        Negotiation Period”) (subject
                        to
                        the Right of First Refusal, Right to Tag Along and Right
                        of Approval set
                        forth below).

                    


            

            


            
              	 	
                      31.2.4.

                    	
                      In
                        the event that the Transferor shall not execute an agreement
                        with
                        a
                        bona fide purchaser upon the terms of the transfer of its
                        shares during
                        the Open Negotiation Period, the Transferor shall not continue
                        to offer or
                        otherwise seek to transfer its shares without again
                        complying with the first negotiation procedure set forth
                        above
                        (and
                        the Right of First Refusal, Right to Tag Along and Right
                        of Approval
                        set forth below).

                    


            

            


            
              	
                    	31.3.	
                      Right
                        of First Refusal; Right to Tag Along. At
                        any time during the Open Negotiation
                        Period, the Transferor may enter into an agreement (the “Terms
                        Agreement”) with
                        a bona fide proposed purchaser (the “Transferee”)
                        with
                        respect
                        to the terms of sale of all or such portion of the Transferor’s shares
                        offered for transfer during the First Negotiation Period
                        provided the
                        Transferor
                        shall first offer to the Other Founding Shareholder: (a)
                        the right to
                        purchase all or such portion of the Transferor’s shares, pursuant to the
                        Terms Agreement
                        (“Right
                        of First Refusal”); and
                        (b) the right to join the Transferor in its sale of shares
                        to the
                        Transferee, such that if the other Founding Shareholder so
                        elects (as an
                        alternative to the Right of First Refusal), the Transferor
                        may not sell
                        its shares unless the Transferee agrees to purchase the same
                        percentage of
                        shares from the Other Founding Shareholder
                        as it is purchasing from the Transferor, pursuant to the
                        Terms
                        Agreement
                        (“Right
                        to Tag Along”). Any
                        transfer of shares by the Transferor to
                        the Transferee shall also be subject to the Right of Approval
                        set forth in
                        Article
                        31.4.

                    


            

            


            
              	 	
                      31.3.1.

                    	
                      Rights
                        Notice.The
                        Transferor shall offer the Right of First Refusal and
                        the Right to Tag Along to the other Founding Shareholder
                        pursuant to a
                        written notice to the Company and to the Other Founding Shareholder
                        providing details of the Transferee and a copy
                        of the Terms Agreement (the “Rights
                        Notice”).

                    


            

            


            
              	 	
                      31.3.2.

                    	
                      Exercise
                        Notice.The
                        Other Founding Shareholder may exercise its Right
                        of First Refusal or Right to Tag Along by giving the Transferor
                        and the Company a written notice to that effect within thirty
                        (30) days after being served with the Rights Notice subject
                        to
                        an
                        additional 90 day period to permit the Other Founding Shareholder
                        to
                        obtain all necessary approvals in connection with such purchase
                        (and the
                        Company and the Transferor shall provide all reasonable assistance
                        to the
                        other Founding Shareholder in

                    


            

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

                 

                8

              

               

            

            
connection
              therewith) (the “ExerciseNotice”).

            


            
              	 	
                      31.3.3.

                    	
                      Purchase
                        by the Other Founding Shareholder. If
                        the Other Founding Shareholder shall timely exercise its
                        Right of First
                        Refusal,
                        then the Transferor’s shares will be sold and transferred to the
                        Other Founding Shareholder, in accordance with the provisions
of
                        the Terms Agreement and this Article
                        31.

                    


            

            


            
              	 	
                      31.3.4.

                    	
                      Purchase
                        by Transferee; Tag Along. If,
                        (a) the Transferor shall properly
                        give the First Negotiation Notice and the Rights Notice,
                        as set
                        forth above; and (b) the Other Founding Shareholder shall
                        not timely
                        exercise its Right of First Refusal, then: (i) none of the
Transferor’s
                        shares will be sold to the Other Founding Shareholder; and
                        (ii) subject to the Other Founding Shareholder’s Right of Approval,
                        the Transferor shall, within sixty (60) days after the last
                        date on which
                        the Exercise Notice may be submitted, sell to the Transferee,
                        all of the
                        Transferor’s shares pursuant to the Terms Agreement provided
                        that if
                        the Other Founding Shareholder shall have timely exercised
                        its Right of
                        Tag Along, then none of the Transferor’s shares will be sold unless the
                        Transferee purchases (pursuant to the Terms Agreement) all
                        of the shares
                        offered by the Other
                        Founding Shareholder pursuant to its Right to Tag
                        Along.

                    


            

            


            
              	 	
                      31.3.5.

                    	
                      In
                        the event that the Transferor’s shares are not sold by the Transferor
                        as set forth in Article 31.3.4 above (including by reason
of
                        the Transferee’s refusal to satisfy the Other Founding Shareholder’s
                        exercise of its Right to Tag Along) within such sixty (60)
                        day period, then the Transferor’s shares may not be offered or
                        otherwise
                        transferred unless the Transferor shall again comply with
                        all of the
                        provisions of Article 31.2 and this Article
                        31.3

                    


            

            


            
              	
                    	31.4.	
                      Right
                        of
                        Approval.

                    


            

            


            
              	 	
                      31.4.1.

                    	
                      Notwithstanding
                        the foregoing provisions of this Article 31, any transfer
                        of shares to a Transferee which is not a Permitted Transferee
                        of the Transferor shall also be subject to the approval of
the
                        identity of the Transferee by the Other Founding Shareholder,
                        which
                        approval may not be unreasonably withheld and without providing
                        a written detailed explanation (“Right
                        of Approval”) provided
                        that: (a) in the event that the Transferee is a competitor
                        of the
                        Other Founding Shareholder, then the Other Founding Shareholder
                        may refuse
                        to grant such approval, in its sole discretion,
                        by giving written notice of such competitive relationship
                        and without
                        further explanation; and (b) no such approval shall be required
                        in the event that the Other Founding Shareholder shall exercise
                        its Right
                        to Tag Along.

                    


            

            


            
              	 	
                      31.4.2.

                    	
                      The
                        Transferor may at any time request the Other Founding Shareholder’s
                        approval of the identity of the Transferee by
                        giving

                    


            

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

              
                 

                9

                 

              

            

            
written
              notice of name of the Transferee (including by providing written
              notice thereof in the Rights Notice). The Other Founding Shareholder
              shall respond to the Transferor’s request within ten (10)
              days
              after delivery of the Transferor’s notice and such other information as the
              Other Founding Shareholder may reasonably request.
              Such approval shall be deemed granted in the event that the
              Other
              Founding Shareholder shall fail to respond within such 10 day
              period.

            


            
              	
                    	31.4.3.	
                      If
                        the Transferor believes that the other Founding Shareholder
                        is
                        unreasonably
                        withholding its approval, then, within 10 days of delivery
                        of the Other Founding Shareholder’s written explanation, the
                        Transferor may submit the matter to the dispute resolution
procedure
                        set forth in Section 12 of the Joint Venture Agreement entered
                        into by Orbotech and Valor on 10 August, 1998, as amended
                        (the
                        “Joint
                        Venture Agreement”).

                    


            

            


            
              	
                    	31.5.	
                      Certain
                        Permitted Transfers.

                    


            

            


            
              	
                    	31.5.1	
                      Notwithstanding
                        the foregoing provisions of this Article 31, each of the
                        Founding Shareholders may transfer a portion of its shares
                        to a
                        Permitted
                        Transferee and Permitted Transferees may transfer shares
to
                        other Permitted Transferees and the Founding Shareholders
                        in the manner
                        set forth in Article 31.5.2 below, and the Other Founding
                        Shareholder’s Right of First Refusal, Right to Tag Along and
                        Right of Approval shall not apply, provided, however, that
                        all
                        such
                        shares transferred by a Founding Shareholder or its Permitted
Transferee
                        shall continue to be subject to such rights as if such shares
                        were still owned by the transferring Founding
                        Shareholder.

                    


            

            


            
              	
                    	31.5.2.	
                      A
                        Founding Shareholder or a Permitted Transferee may transfer
                        all
                        or
                        any portion of its shares to one or more Permitted Transferees
                        provided,
                        however, that as a condition to the validity of any such
                        transfer:

                    


            

            


            
              	 	
                      31.5.2.1.

                    	
                      the
                        Founding Shareholder or transferring Permitted Transferee
                        shall have given written notice to the Company and
                        the Other Founding Shareholder of details of the transfer,
                        including the
                        Founding Shareholder’s certification
                        that the transferee is a Permitted Transferee and
                        that all necessary approvals in connection with such transfer
                        have been
                        obtained and providing appropriate supporting
                        documents;

                    


            

            


            
              	 	
                      31.5.2.2.

                    	
                      such
                        Permitted Transferee shall agree in writing to be bound
                        by all the terms and provisions of the Joint Venture Agreement
                        and to assume all of the obligations thereunder to
                        the same extent as the transferring Founding Shareholder;
                        and

                    


            

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

            
               

              10

               

            

             

            
              	
                    	31.5.2.3.	
                      the
                        transferring Founding Shareholder shall acknowledge in
                        writing that it is not released from any of its obligation
                        hereunder
                        and/or under the Joint Venture Agreement and that it shall
                        be liable for
                        and guarantees the performance by the Permitted Transferee
                        of its
                        obligations
                        and undertakings hereunder and
                        thereunder.

                    


            

            


            
              
                	
                      	31.5.3.	
                        Change
                          in Permitted Transferee
                          Relationship.

                      


              

            

            


            
              	 	
                      31.5.3.1.

                    	
                      Notwithstanding
                        any provision of these Articles to the contrary,
                        in the event that a transferee of shares pursuant to
                        Articles 31.5.1 and 31.5.2 ceases to be a “Permitted Transferee”
                        of a Founding, then: (i) the transferring Founding
                        Shareholder (or if such transferring Founding Shareholder
                        shall no longer
                        hold any shares, the Permitted Transferee
                        thereof) shall notify the Other Founding Shareholder
                        (or the Permitted Transferee thereof) and the Company
                        of the change within ten (10) business days
                        thereof.

                    


            

            


            
              	 	
                      31.5.3.2.

                    	
                      Within
                        7 days of delivery of the foregoing notice, the Other Founding
                        Shareholder
                        and the Founding Shareholder
                        (or if any of the Founding Shareholders shall no
                        longer hold any shares, such Permitted Transferee) shall
                        appoint a mutually agreed professional third party appraiser
                        (the
                        “Appraiser”)
                        to
                        determine the value of the Permitted
                        Transferee’s shares in the Company and its interests
                        in the Limited Partnership (the “Valuation”).
                        In
                        the
                        event that the Founding Shareholders (and/or their Permitted
                        Transferees) shall fail to agree upon an appraiser, the same
                        shall be
                        appointed by the District Court
                        in Tel-Aviv upon the application of either Founding Shareholder
                        (or its Permitted Transferee). The Founding Shareholder
                        whose transferee ceased to be a Permitted Transferee (or
                        if the Founding
                        Shareholder shall no longer hold any shares, such Permitted
                        Transferee)
                        shall pay the expenses
                        of the Appraiser.

                    


            

            


            
              	 	
                      31.5.3.3.

                    	
                      The
                        Appraiser shall complete the Valuation and shall provide
                        both Founding Shareholders with a signed written original
                        thereof. The
                        Valuation shall be final for purposes of
                        this Article 31.5.3.

                    


            

            


            
              	 	
                      31.5.3.4.

                    	
                      The
                        Other Founding Shareholder shall have 30 days from the
                        date of receipt of the Valuation to purchase the shares in
                        the Company and the interests in the Limited Partnership
                        of such
                        transferee who ceased to be a Permitted Transferee at a price
                        which shall
                        be equal to

                    


            

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

            
               

              11

               

            

            


            80%
              of
              the value of such shares in the Company and its interests in the Limited
              Partnership set forth in the Valuation.

            


            
              	
                    	31.6.	
                      Change
                        in Control.

                    


            

            


            
              	 	
                      31.6.1.

                    	
                      In
                        the event that there is a “Change in Control” (as defined below)
                        of
                        either Founding Shareholder (hereinafter, “Changed
                        Shareholder”) during
                        the period in which such Founding Shareholder
                        and its Permitted Transferees holds any shares, the Changed
                        Shareholder
                        shall give written notice thereof to the other Founding
                        Shareholder (the “Other
                        Shareholder”) within
                        10 days thereof provided the Other Shareholder (together
                        with its
                        Permitted Transferees)
                        holds at such time, at least a 30% interest in the Company.
                        Within 30 days of the Changed Shareholder’s notice, the Other
                        Shareholder may give written demand to the Changed Shareholder
                        to negotiate exclusively with the Other Shareholder for a
                        period of thirty (30) business days with respect to the Other
Shareholder’s
                        purchase of all of the Changed Shareholder’s shares in
                        the Company and its interests in the Limited
                        Partnership.

                    


            

            


            
              	 	
                      31.6.2.

                    	
                      In
                        the event that the Founding Shareholders do not execute a
                        definitive
                        agreement with respect to the Other Shareholder’s purchase
                        of all of the Changed Shareholder’s shares within such negotiation
                        period, then, the Other Shareholder may, within 15 days thereafter,
                        give written notice to the Changed Shareholder invoking the
“Sell-Buy
                        Procedure” set forth in Article 31.7 below (the “Sell-Buy
                        Notice”.)

                    


            

            


            
              	 	
                      31.6.3.

                    	
                      Change
                        of Control of a Founding Shareholder. For
                        purposes of this Article 31.6, a “Change
                        in Control” of
                        a Founding Shareholder
                        shall be deemed to have occurred: (i) with respect to Valor,
                        until the closing of the initial public offering of its shares
                        to
                        the
                        public pursuant to a prospectus or similar document in Israel
                        or
                        abroad,
                        if the “Controlling
                        Group of Valor” (as
                        defined in Appendix 16.6.3 of the Joint Venture Agreement),
                        directly or
                        indirectly, owns beneficially or of record less than 50.01%
                        of
                        the
                        combined voting power of the outstanding voting securities
                        of Valor;
                        or (ii) with respect to either Founding Shareholder if the
board
                        of directors of such Founding Shareholder (or, if approval
                        of the
                        shareholders is required, the shareholders of the Founding
Shareholder)
                        shall approve: (a) any consolidation or merger of the Founding
                        Shareholder in which the Founding Shareholder is not the
continuing
                        or surviving corporation or pursuant to which shares of such
                        Founding Shareholder would be converted into cash, securities
or
                        other property, other than a merger of the Founding Shareholder
                        in
                        which the holders of shares of such Founding Shareholder
                        immediately prior
                        to the merger have the same proportionate ownership of shares
                        of the
                        surviving corporation immediately

                    


            

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

              
                 

                12

              

               

            

            
after
              the
              merger; or (b) the adoption of any plan or proposal for the liquidation
              or
              dissolution of the Founding Shareholder; or (iii) during any period
              of two
              consecutive years, individuals who
              at
              the beginning of such period constituted the entire board of directors
              of such Founding Shareholder cease for any reason to constitute a majority
              thereof unless the election, or the nomination for election by such
              Founding
              Shareholder’s shareholders, of each new
              director was approved by a vote of at least two-thirds of the directors
              then still in office who were directors at the beginning of the
              period; or (iv) if a competitor of the other Founding Shareholder shall
              acquire, directly or indirectly, beneficially or of record, 10% or
              more
              of the combined voting power of the outstanding voting securities
              of such Founding Shareholder.

            


            
              	
                    	31.7.	
                      Sell-Buy
                        Procedure.

                    


            

            


            
              	 	
                      31.7.1.

                    	
                      In
                        the event that the Other Shareholder shall give the Sell
                        Buy Notice as set
                        forth above then within 7 days of delivery of such notice,
                        the Founding Shareholders shall appoint an Appraiser to provide
                        a Valuation of all of the shares in the Company and the partnership
                        interests in the Limited Partnership of both Founding Shareholders
                        and their Permitted Transferees pursuant to the procedures
                        set forth in
                        Sections 31.5.3.2 and 31.5.3.3 except that the
                        Company shall pay the expenses of the
                        Appraiser.

                    


            

            


            
              	 	
                      31.7.2.

                    	
                      The
                        Valuation shall be final for purposes of the remainder of
                        this
                        Article
                        31.7.

                    


            

            


            
              	 	
                      31.7.3.

                    	
                      Each
                        of the Founding Shareholders shall have 30 days from the
                        date of
                        receipt of the Valuation to make an offer to the other Founding
                        Shareholder
                        to purchase all of the other Founding Shareholder’s (and its Permitted
                        Transferees’) shares in the Company and partnership interests in the
                        Limited Partnership at a price which shall
                        at least equal the value thereof as set forth in the Valuation
                        (a
                        “Buy
                        Offer”).

                    


            

            


            
              	 	
                      31.7.4.

                    	
                      In
                        the event only one of the Founding Shareholders makes a Buy
Offer,
                        the other Founding Shareholder and its Permitted Transferees
shall
                        be obliged to sell their shares in the Company and their
                        partnership
                        interests in the Limited Partnership to the offering Founding
                        Shareholder
                        at the price offered.

                    


            

            


            
              	 	
                      31.7.5.

                    	
                      In
                        the event that both Founding Shareholders wish to buy the
                        other
                        Founding
                        Shareholder’s (and its Permitted Transferees’) shares in the
                        Company and partnership interests in the Limited Partnership,
the
                        Founding Shareholders shall bid against each other by means
                        of
                        sending
                        Buy Offers and counter Buy Offers to each other. The Founding
                        Shareholder offering the highest amount shall be entitled
to
                        buy all of the other Founding Shareholder’s (and its
                        Permitted

                    


            

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

              
                 

                13

              

               

            

            
Transferees)
              shares in the Company and partnership interests in the Limited Partnership
              and
              such other Founding Shareholder and its Permitted
              Transferees shall be obliged to sell the same at the price offered.
              Counter Buy Offers shall be made within 15 days of receipt of
              a Buy
              Offer. If an offeree Founding Shareholder fails to respond to a Buy
              Offer (i.e.,
              to give a counter Buy Offer) within 15 days of receipt
              of the Buy Offer, the Buy Offer shall be deemed to have been accepted
              by the
              offeree Founding Shareholder and its Permitted Transferees for all
              pherein.

            


            
              	
                    	31.7.6.	
                      In
                        the event that neither of the Founding Shareholders makes
                        a Buy
                        Offer
                        within 30 days of receipt of the Valuation or neither Founding
                        Shareholder
                        agrees to purchase the other Founding Shareholder’s (and its Permitted
                        Transferees’) shares in the Company and partnership interests in the
                        Limited Partnership based upon a price at
                        least equal to that reflected in the Valuation, the Members
                        shall dissolve
                        the Company, the Limited Partnership and all subsidiaries
thereof
                        pursuant to applicable law.

                    


            

            


            
              	
                    	31.8.	
                      Closing;
                        Directors. Once
                        it is determined which Founding Shareholder will be
                        transferring its shares in the Company to the other Founding
                        Shareholder
                        or
                        another purchaser (the “Selling
                        Shareholder”), the
                        Founding Shareholders
                        shall negotiate a closing date for the transfer of such shares
                        to the
                        purchasing Founding Shareholder or its designee for a date
                        no later than
                        45 days from the date of the acceptance (or deemed acceptance)
                        of the Buy
                        Offer.
                        All members of the Board of Directors of the Company who
                        were designated
                        by virtue of the shares so transferred shall be deemed to
                        be dismissed
                        from their positions as of the date of the closing of such
                        transfer,
                        and
                        such open directorships shall be filled by the remaining
                        Founding
                        Shareholder.

                    


            

            


            
              	
                      32.

                    	
                      Any
                        transfer of shares other than transfers pursuant to Article
                        31 above
                        requires the approval
                        of the Board and the Board may, in its discretion, refuse
                        to register any
                        transfer
                        of shares of the Company. In the case of a deadlocked vote
                        on this matter
                        at a meeting
                        of the Board, the application for the registration of transfer
                        shall be
                        deemed to be
                        declined.

                    


            

            


            
              	
                      33.

                    	
                      Subject
                        to the restrictions contained in these Articles, shares shall
                        be
                        transferable. Every
                        transfer must be in writing, and shall not be registered
                        unless a duly
                        executed instrument of transfer is lodged with the Company.
                        The instrument
                        of transfer shall be signed by the transferor and transferee,
                        and the
                        transferor shall be deemed to remain a holder of the share
                        until the name
                        of the transferee is entered in the Members Register as
                        the owner of the transferred share.

                    


            

            


            
              	
                      34.

                    	
                      The
                        instrument of transfer shall be in the following form or
                        as close to it as
                        possible, or in such other form as the Board shall
                        approve:

                    


            

            


            I
              (We)
              (name(s)) of (address(es), etc.) in consideration of the sum of
              ________ paid
              to
me
              (us)
              by ________ of  (address(es), etc.) (hereinafter called the
              transferee(s)) do

            


            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

            
               

              14

            

            
 

            hereby
              transfer to the transferee(s) the share(s) numbered ______ in
              the
              Company called
              __________
              Limited,
              to hold unto the transferee(s) the administrator of his estate,
              and the holder of his power of attorney, subject to the several conditions
              on
which
              I
              (We) held the same immediately before the execution hereof; and I (We)
              the
transferee(s),
              do hereby agree to accept and take the said shares subject to the conditions
              aforesaid.

             

            In
              Witness on the
              _____(day)
              of
              (month) _____ of
              _____
(year).

            

              
                	  
	 	  

	
                        (TRANSFEROR’S
                          SIGNATURE)

                      	 	
                        WITNESS

                      
	 	 	
                         

                      
	  
	 	
                           


                      
	
                        (TRANSFEROR’S
                          SIGNATURE)

                      	 	
                        WITNESS

                      


              

            

             

            
              	
                      35.

                    	
                      Notwithstanding
                        any other limitation on the transfer of shares contained
                        in these
                        Articles,
                        the Board may decline to register the transfer of a share
                        not being a
                        fully paid up
                        share, and it may decline to register the transfer of a share
                        on which the
                        Company has a lien. The Board may also suspend the register
                        of transfer
                        during the 14 days immediately
                        preceding every annual ordinary General
                        Meeting.

                    


            

            


            
              	36.	
                      The
                        Board may also decline to recognize any instrument of transfer
                        unless and
                        until:

                    


            

             

            
              	 	
                      (a)

                    	
                      The
                        instrument of transfer, accompanied by the certificate of
                        the shares to
                        which it
                        relates is lodged at the office for registration;
                        and

                    


            

            


            
              	 	
                      (b)

                    	
                      Such
                        evidence is given as may reasonably be required by the Directors
                        to show
                        the right of the transferor to make the
                        transfer.

                    


            

            


            
              	
                      37.

                    	
                      The
                        registered instruments of transfer shall remain with the
                        Company, but any
                        instrument
                        of transfer the registration of which was declined by the
                        Board, shall be
                        returned
                        to the person who lodged it.

                    


            

             

            TRANSMISSION
              OF SHARES

            


            
              	
                      38.

                    	
                      In
                        case of the death of a shareholder (not being a joint owner
                        of a share),
                        the executors or
                        administrators of the deceased or the legal heirs of the
                        deceased
                        shareholder where there
                        is no executor or administrator, shall be the only persons
                        recognized by
                        the Company as having any title to his
                        shares.

                    


            

            


            
              	
                      39.

                    	
                      If
                        a share is registered in the names of two or more persons
                        - the Company
                        shall recognize
                        only the surviving owners as persons having rights in the
                        share.

                    


            

            


            Nothing
              in the aforementioned clause shall be construed as releasing the estate
              of a
              deceased shareholder from any liability in respect of the shares jointly
              held by
              him with other persons.

            


            
              	
                      40.

                    	
                      Any
                        person becoming entitled to shares in consequence of the
                        death of a Member
                        shall be
                        registered as a shareholder with respect to these shares
                        upon producing
                        before the

                    


            

            


            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

            
               

              15

               

            

             

            Board
              a
              succession order or an order of probate of a will or an order appointing
              an
administrator
              by the competent court, or such other evidence as may be sufficient
              in
the
              opinion of the Board proving that he is entitled to be registered as
              the
              shareholder in
              accordance with these Articles or which will prove his title to these
              shares.
              The Board
              may
              refuse or defer such registration in the same way that they were entitled
              to
so
              do if
              the deceased had transferred the share prior to his death.

            


            
              	
                      41.

                    	
                      A
                        receiver or a liquidator of a Member being a company or the
                        trustee in
                        bankruptcy or an official receiver of a bankrupt Member may,
                        with the
                        consent of the Board (which grant of consent by the Board
                        is not
                        mandatory) and upon producing such evidence
                        as may be sufficient in the opinion of the Board proving
                        that he is
                        entitled to appear
                        in such capacity or proving his title, be registered as a
                        shareholder of
                        such shares and subject to the provisions with regard to
                        limitations on
                        transfers herein contained, may transfer such
                        shares.

                    


            

            


            
              	
                      42.

                    	
                      A
                        person who has acquired shares by virtue of a transfer pursuant
                        to the
                        provisions of this
                        chapter shall be entitled to receive any dividend or other
                        moneys payable
                        in respect of the shares, and give to the Company a receipt
                        in respect of
                        the payments, but he shall not be entitled to receive notices
                        of, or to
                        attend or vote at general meetings,
                        or, except as herein provided, to exercise any of the rights
                        of a Member
                        until he shall have been registered as the owner of such
                        shares in the
                        Register.

                    


            

            


            SHARE
              CERTIFICATES

            


            
              	
                      43.

                    	
                      Except
                        as otherwise provided in the terms of the share offering,
                        each shareholder
                        shall within
                        two months following his request, be entitled to receive
                        a share
                        certificate for all
                        shares of the same class registered in his name. The Board
                        shall be
                        empowered to issue
                        several certificates, each for a specified quantity of
                        shares.

                    


            

            


            
              	
                      44.

                    	
                      All
                        share certificates shall specify the quantity of the issued
                        shares, the
                        sequential number of such shares, and the amount paid up
                        thereon.

                    


            

            


            
              	
                      45.

                    	
                      All
                        share certificates shall be issued with the Company’s seal or the rubber
                        stamp of the Company, and shall carry the signatures of at
                        least two
                        directors, unless at such time
                        the Company has only one director and in such case his signature
                        shall
                        suffice.

                    


            

            


            
              	
                      46.

                    	
                      A
                        share certificate which is registered in the joint name of
                        two or more
                        individuals shall
                        be delivered to that individual whose name appears first
                        in the Register
                        regarding joint
                        ownership.

                    


            

            


            
              	
                      47.

                    	
                      A
                        share certificate which was lost, defaced or destroyed, shall
                        be replaced
                        by the Company which shall issue a substitute certificate
                        provided that
                        any conditions established
                        by the Board at its discretion regarding proof and indemnification
                        shall
                        be satisfied.

                    


            

            


            REDEEMABLE
              SHARES

            


            
              	
                      48.

                    	
                      Subject
                        to the provisions of the Ordinance and the provisions of
                        Article 67
                        hereafter, the
                        Company may issue redeemable shares and redeem
                        them.

                    


            

            


            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

            
               

              16

               

            

            


            ALTERATION
              OF CAPITAL

            


            
              
                
                  	49.	
                          The
                            Company may, by special resolution and subject to the
                            provisions of
                            Article 67 hereafter, increase the share capital by an
                            amount which shall
                            be divided into shares of such
                            increments or classes as the resolution shall
                            prescribe.

                        


                

              

            

            


            
              	50.	(a) 	
                      New
                        shares shall be issued under the tand limitations and with
                        the same rights
                        and privileges as the special resolution creating such shares
                        shall
                        direct, and in the absence of such direction - as the Board
                        may
                        decide.

                    


            

            


            
              	
                    	(b)	
                      Subject
                        to any instruction in the special resolution which increases
                        the share
                        capital,
                        the shares shall be issued from the original or increased
                        capital of the
                        Company to such individuals and under such conditions, all
                        as prescribed
                        by the Board
                        in its absolute discretion.

                    


            

            


            
              
                
                  	51.	
                          Unless
                            otherwise required by the resolution increasing the capital,
                            and in
                            addition to the
                            abovementioned, the new shares shall be subject to the
                            payment of calls,
                            lien, forfeiture, transfer, transmissions and other provisions
                            as apply to
                            the shares of the original
                            share capital.

                        


                

              

            

            


            
              
                
                  	52.	
                          The
                            Company may, by special resolution, subject to the provisions
                            of Article
                            67 hereafter:

                        


                

              

            

             

            
              	 	
                      a)

                    	
                      Consolidate
                        all or any of its share capital into shares of larger amount
                        than the
                        nominal
                        amount of the existing shares;

                    


            

            


            
              	 	
                      b)

                    	
                      Sub-divide
                        its shares or any of them into shares of smaller nominal
                        amount than
                        is
                        presently fixed, subject to the provisions of the Companies
                        Ordinance.

                    


            

            


            
              	 	
                      c)

                    	
                      Cancel
                        any shares which at the date of the passing of the resolution
                        have not
                        been
                        taken by any person and which the Company has not undertaken
                        to
                        issue.

                    


            

            


            
              
                
                  	53.	
                          The
                            Company may, by special resolution, subject to the provisions
                            of Article
                            67 hereafter,
                            decrease its share capital, its special reserve for share
                            redemption, and
                            any other account containing premiums paid for shares,
                            provided that such
                            action is done in
                            accordance with the agreements and requirements set forth
                            in the
                            Ordinance.

                        


                

              

            

            


            
              	53A.	
                      With
                        respect to any consolidation of issued shares into shares
                        of larger
                        nominal value, and with respect to any other action which
                        may result in
                        fractional shares, the Board may
                        settle any difficulty which may arise with regard thereto,
                        as it deems
                        fit, including, inter alia, resort to one or more of the
                        following
                        actions, subject to applicable law:

                    


            

            


            
              	 	
                      (a)

                    	
                      determine,
                        as to the holder of shares so consolidated, which issued
                        shares shall
                        be
                        consolidated into each share of larger nominal
                        value;

                    


            

            


            
              	 	
                      (b)

                    	
                      allot,
                        in contemplation of or subsequent to such consolidation or
                        other action,
                        such shares or fractional shares sufficient to preclude or
                        remove
                        fractional

                    


            

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

              
                 

                17

              

               

            

            
share
              holders;

            


            
              	 	
                      (c)

                    	
                      redeem,
                        subject to applicable law, such shares or fractional shares
                        sufficient to
                        preclude
                        or remove fractional share holdings;
                        and

                    


            

            


            
              	 	
                      (d)

                    	
                      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 to
                        pay the
                        transferors the fair value of fractional shares so transferred,
                        and the
                        Board is hereby authorized
                        to act as agent for the transferors and transferees with
                        power of
                        substitution for purposes of implementing the provisions
                        of this
                        Article.

                    


            

            


            GENERAL
              MEETINGS

            


            
              	
                      54.

                    	
                      General
                        meetings shall be held at least once in every calendar year
                        at such time,
                        being not
                        more than fifteen months after the holding of the preceding
                        General
                        Meeting, and at
                        such place as may be determined by the
                        Board.

                    


            

            


            
              	
                      55.

                    	
                      The
                        aforementioned general meetings shall be called “Ordinary Meetings” and
                        all other
                        general meetings shall be called “Extraordinary
                        Meetings”.

                    


            

            


            
              	
                      56.

                    	
                      The
                        Board may, whenever it deems fit, convene an extraordinary
                        general
                        meeting, and it
                        can be convened pursuant to a demand of the Members as stated
                        in section
                        109 of the Ordinance, and if the Board fails to so convene
                        it, the persons
                        making the demand may convene
                        the meeting according to section 110 of the
                        Ordinance.

                    


            

            


            
              	57.	(a)
                      	
                      The
                        Company shall send notice of a meeting, at least seven days
                        prior to the
                        meeting,
                        counting the day of the meeting but excluding the day of
                        mailing, to all
                        Members
                        who are entitled to receive it under Article 58 hereafter.
                        The notice
                        shall
                        specify the place, the day and the hour of meeting and the
                        general nature
                        of any
                        business on the agenda.

                    


            

            


            
              	
                    	(b)	
                      For
                        any general meeting whose agenda contains a proposal for
                        a special
                        resolution notice shall be given at least 21 days in advance,
                        satisfying
                        the requirements of section (a)
                        above.

                    


            

            


            
              	58.	
                      The
                        Company must give notice of general meetings only to the
                        following:

                    


            

            


            
              	 	
                      (a)

                    	
                      To
                        any Member of the Company, excluding Members who have no
                        address in
                        Israel
                        and have not notified the Company of a mailing address in
                        Israel;

                    


            

            


            
              	 	
                      (b)

                    	
                      To
                        any person who has a right in a share by virtue of the death
                        or bankruptcy
                        of a Member,
                        who but for such would be entitled to receive notice of the
                        meeting,
                        and
                        who has given an address in Israel for the delivery of
                        notice.

                    


            

            


            
              	
                      59.

                    	
                      A
                        general meeting at which it is intended to propose a special
                        resolution,
                        or any other general
                        meeting may be called without the aforementioned 21 day or
                        7 day notices,
                        if all
                        shareholders who are entitled to receive such notice so
                        consent.

                    


            

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

            
               

              18

            

            


            


            
              	
                      60.

                    	
                      No
                        matter shall be discussed at a meeting unless a quorum is
                        present at the
                        start of such
                        meeting. Subject to any contrary provision in these Articles,
                        a quorum
                        shall mean the presence of at least 2 Members in person or
                        by proxy, who
                        hold at least 51% of the voting
                        power of the Company.

                    


            

            


            
              	
                      61.

                    	
                      If
                        within thirty minutes after the time appointed for the meeting
                        called by
                        virtue of a demand by the Members a quorum is not present,
                        the meeting
                        shall be cancelled but if such meeting was otherwise called,
                        then it shall
                        stand adjourned to the same day in the next week at the same
                        time and
                        place. If at such adjourned meeting a quorum as above defined
                        is not
                        present within thirty minutes after the time appointed for
                        holding the
                        meeting,
                        any number of Members present in person or by proxy shall
                        constitute a
                        quorum.
                        Such adjourned meeting shall not consider any matter other
                        than matters
                        that were
                        on the agenda of the original
                        meeting.

                    


            

            


            
              	
                      62.

                    	
                      The
                        chairman of the Board who is elected pursuant to Article
                        107 or any other
                        person appointed
                        for this purpose by the Board shall preside as chairman at
                        every general
                        meeting.

                    


            

            


            
              	
                      63.

                    	
                      If
                        there is no such chairman, or if at any meeting the chairman
                        is not
                        present within fifteen
                        minutes after the time appointed for holding the meeting,
                        or shall be
                        present but unwilling to act as chairman, the Members present
                        shall choose
                        one of their number to act
                        as chairman.

                    


            

            


            
              	
                      64.

                    	
                      The
                        chairman, may, with the consent of any meeting at which a
                        quorum is
                        present, adjourn
                        any meeting to a different time and/or place, and must so
                        adjourn if
                        demanded to
                        do so by the meeting, but no business shall be transacted
                        at any adjourned
                        meeting other
                        than the business left unfinished at the meeting from which
                        the
                        adjournment took place.
                        When a meeting is adjourned for ten days or more, notice
                        of the adjourned
                        meeting
                        shall be given as in the case of an original meeting, but
                        otherwise it
                        shall not be
                        necessary to give any notice of an adjournment or of the
                        business to be
                        transacted at the
                        adjourned meeting.

                    


            

            


            
              	
                      65.

                    	
                      No
                        random omission or error in the delivery of notice for a
                        meeting to any
                        member entitled
                        to receive notice or failure to receive notice by any such
                        member shall
                        invalidate any resolution passed at such
                        meeting.

                    


            

            


            
              	
                      66.

                    	
                      Any
                        resolution signed by all shareholders of the Company who
                        are entitled to
                        receive notice
                        of and vote at general meetings of the Company or to which
                        all such
                        shareholders
                        have given their written consent including, but not limited
                        to, by letter,
                        telegram, telex, facsimile or otherwise, shall be treated
                        either as a
                        proper ordinary resolution, or as a proper extraordinary
                        resolution, or as
                        a proper special resolution, having
                        been passed at either an ordinary general meeting or an extraordinary
                        general meeting,
                        [and shall be viewed as having been adopted at a general
                        meeting] of the
                        Company.
                        Similarly, any resolutions passed by the shareholders of
                        the Company by
                        teleconference
                        or by video-conference shall be viewed as having been adopted
                        at a
                        general
                        meeting or an extraordinary meeting of the
                        Company.

                    


            

            


            VOTES
              OF MEMBERS

            


            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

            
               

              19

               

            

            


            
              	67.	
                      Major
                        Decisions —
                        Shareholders.
                        For
                        as long as the holdings of the Founding Shareholders
                        (together with the holdings of their respective Permitted
                        Transferees) in
                        the
                        Company are equal, any of the following matters in respect
                        of the Company
                        or the Limited Partnership (each, a “JV
                        Entity”) may
                        only be determined with the approval of
                        both of the Founding Shareholders regardless of whether such
                        matter might
                        otherwise
                        be deemed to be part of the day-to-day management of such
                        JV Entity and
                        regardless
                        of whether such matter might otherwise be deemed to be within
                        the
                        competence of the Board:

                    


            

            


            
              	 	
                      67.1.

                    	
                      Any
                        change in the number or composition of the Board or the method
                        prescribed
                        for appointing the members to the
                        Board.

                    


            

            


            
              	 	
                      67.2.

                    	
                      Any
                        addition to, amendment, revision or other change of or to
                        the
                        organizational or charter documents of a JV
                        Entity.

                    


            

            


            
              	 	
                      67.3.

                    	
                      Any
                        change in the capital structure of a JV Entity, including,
                        but not limited
                        to,
                        any split or subdivision of stock, the creation of new stock
                        or separate
                        classes
                        of stock, the alteration of rights associated with any class
                        of stock, or
                        the
                        issue of any debenture or loan stock of the JV Entity and
                        any
                        recapitalization or reduction in capital structure of the
                        JV Entity or any
                        changes in the authorized capital stock of the JV Entity
                        and/or any
                        increase in the issued and outstanding shares of capital
                        stock of the JV
                        Entity, issuance of any new or additional shares in the JV
                        Entity,
                        issuance or authorization
                        for issuance or sale of any of the capital stock of the JV
                        Entity
                        (the
                        term “stock” or “shares” shall also mean “partnership interest” as
                        applicable, mutatis mutandis).

                    


            

            


            
              	 	
                      67.4.

                    	
                      The
                        merger, reorganization, or consolidation of a JV Entity or
                        the sale or
                        other transfer of all or substantially all of the assets
                        of a JV Entity or
                        obligating
                        a JV Entity to do so with or into any other
                        entity.

                    


            

            


            
              	 	
                      67.5.

                    	
                      The
                        making, entry into, or agreement to make or enter into, or
                        amendment of
                        any contract or arrangement between a JV Entity or its subsidiaries
                        and
                        any
                        shareholder, officer or director or any entity controlled
                        by, controlling,
                        or under common control with any shareholder, officer or
                        director (other
                        than as provided
                        for in the Joint Venture
                        Agreement).

                    


            

            


            
              	 	
                      67.6.

                    	
                      The
                        appointment and removal of the auditors of a JV Entity and
                        the fixing of
                        their
                        remuneration.

                    


            

            


            
              	
                    	67.7	
                      Deleted.

                    


            

            


            
              	 	
                      67.8.

                    	
                      The
                        approval of a Budget of a JV Entity or change thereto which
                        shall
                        allocate
                        to annual marketing or research and development amounts which
                        are
                        more
                        than 20% or 30% of annual forecasted sales,
                        respectively.

                    


            

            


            
              	 	
                      67.9.

                    	
                      The
                        Company shall give prior notice to the Founding Shareholders
                        of any
                        agreements
                        between any of the JV Entities and an entity which competes,
directly
                        or indirectly, with either Founding Shareholder (other than
                        an

                    


            

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

            
               

              20

               

            

            


            agreement
              solely for the sale, license and/or service of the “JV Products”, as
defined
              in the Joint Venture Agreement, to or by such entity as an end user)
              and
              the
              key terms thereof. In the event a
              Founding Shareholder so requests
              by written notice to the Company and
              the
              other Founding Shareholder
              within 15 days of the Company’s notice, such agreement shall not be effective
              unless approved by both Founding Shareholders, which approval will
              not be
              unreasonably withheld.

            


            
              	 	
                      67.10.

                    	
                      Any
                        matter which if not approved, or any matter which if approved,
                        would
                        result
                        in a freeze of a JV Entity’s business or lead to a cessation or
                        termination of a JV Entity’s
                        business.

                    


            

            


            
              	 	
                      67.11.

                    	
                      The
                        taking by a JV Entity of any loan, or the granting by a JV
                        Entity of any
                        security
                        in any of the assets of a JV Entity, which, in the aggregate,
                        shall be
                        in
                        excess of 20% of the revenues of the JV Entity for the previous
                        year.

                    


            

            


            
              	 	
                      67.12.

                    	
                      Entering
                        into any contract, agreement, arrangement or commitment relating
                        to the
                        “Joint Venture”, as defined in the Joint Venture Agreement which provides
                        for a cost or obligation to the JV Entities in excess of
                        US$1,000,000.

                    


            

            


            
              	
                      68.

                    	
                      A
                        resolution put to the vote of the meeting shall be decided
                        on a show of
                        hands unless before or on the declaration of the result of
                        the show of
                        hands a poll is demanded by at least
                        one member.

                    


            

            


            
              	
                      69.

                    	
                      A
                        vote duly demanded to be taken by poll shall be taken in
                        such manner as
                        the chairman
                        shall direct, and the result of the poll shall be deemed
                        to be the
                        resolution of the
                        meeting at which the poll was
                        demanded.

                    


            

            


            
              	
                      70.

                    	
                      In
                        the case of an equality of votes whether on a show of hands
                        or on a poll,
                        the vote shall
                        be deemed to be deferred, and the chairman shall not be entitled
                        to a
                        second or deciding
                        vote.

                    


            

            


            
              	
                      71.

                    	
                      A
                        declaration by the chairman that a resolution has on a show
                        of hands been
                        carried unanimously or by a specified majority, or deferred
                        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 percentage of the votes for or against such resolution.
                        For the
                        purposes of this Article, the “chairman” shall have the same meaning
                        ascribed to this term in Article
                        107 and the provisions of Article 107 shall apply to such
                        shareholders
                        meetings, mutatis mutandis.

                    


            

            


            
              	
                      72.

                    	
                      A
                        poll vote which was requested on the matter of the selection
                        of the
                        chairman or on the
                        adjournment of the meeting, shall be taken forthwith, but
                        the time for a
                        vote requested on any other matter, shall be set by the
                        chairman.

                    


            

            


            
              	
                      73.

                    	
                      Subject
                        to any special privilege or restriction for the time being
                        attached to any
                        class or
                        classes of shares, by the Articles, every member present
                        in person or by
                        proxy shall have
                        one vote, for each share of which he is the holder whether
                        in a vote by a
                        show of hands
                        or a poll. During any poll vote, if he so desires, a shareholder
                        or
                        his

                    


            

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

          

        

      

      
         

        21

         

         

        
          	 	
                  representative for purposes
                    of the vote
                    may vote less than all of the shares under his control,
                    or may vote a portion of such shares in a manner diverging from
                    the vote
                    of the remaining shares.

                


        

         

        
          	
                  74.

                	
                  In
                    the case of joint holders of a share the vote of the senior who
                    tenders a
                    vote, whether
                    in person or by proxy, shall be accepted to the exclusion of
                    the votes of
                    the other
                    joint holders and for this purpose seniority shall be determined
                    by the
                    order in which
                    the names stand in the Register.

                


        

         

        
          	
                  75.

                	
                  A
                    member who is mentally retarded or judged legally incompetent
                    by an
                    authorized court
                    of law may vote both on a show of hands and on a poll by his
                    guardian or
                    by an individual
                    appointed by the court, and in the case of a poll vote, he may
                    vote by
                    means of
                    a designee for such voting.

                


        

         

        
          	
                  76.

                	
                  No
                    member shall be entitled to vote at any general meeting in respect
                    of any
                    share held
                    by him unless all calls and other sums presently payable by him
                    in respect
                    of this share
                    have been paid.

                


        

         

        
          	
                  77.

                	
                  Votes
                    may be exercised either personally or by proxy or, if the member
                    be a
                    corporation, by a duly authorized
                    representative.

                


        

         

        
          	
                  78.

                	
                  An
                    instrument appointing a proxy shall be in writing, made under
                    the hand of
                    the principal
                    or by his representative duly authorized in writing, and if the
                    principal
                    is a corporation, then it shall be made with the corporate seal
                    if any or
                    by an officer or his designee
                    designated for such purpose.

                


        

         

        
          	
                  79.

                	
                  An
                    instrument appointing a proxy and/or a power of attorney or other
                    instrument of designation under which such proxy is signed, or
                    a copy
                    thereof certified by a Notary Public
                    or by another method acceptable to the Board, shall be delivered
                    at the
                    office or presented
                    to the chairman of the meeting at or before the time appointed
                    for holding
                    the
                    meeting at which the person named in the instrument proposes
                    to vote, and
                    failure to do so shall invalidate the instrument for purposes
                    of such
                    meeting.

                


        

         

        
          	
                  80.

                	
                  An
                    instrument appointing a proxy for a vote may be in the following
                    form, or
                    in an alternative
                    form designated by the Board:

                


        

        
           

          
            	 	
                    “I,
                      of, Member of __________
                      Ltd.. and entitled to vote hereby appoint _____________ of
                      _____________ to
                      vote for me and on my behalf
                      at the (Ordinary/Extraordinary) “General Meeting of the Company to be held
                      on the
                      __________ day
                      of __________ and
                      at every adjournment thereafter.

                     

                    As
                      witness my hand this __ day
                      of ____ 19__.

                    Signed:
                      (Member’s Name)”

                  


          

           

        

        
          	
                  81.

                	
                  A
                    vote given in accordance with the terms of an instrument of proxy
                    shall be
                    valid notwithstanding
                    the prior death or incapacity of the principal or the transfer
                    of the
                    share
                    in respect of which the proxy was given, unless notification
                    in writing of
                    such death,
                    incapacity or transfer shall have been receat the office prior
                    to the
                    commencement of the meeting. Provided that if a poll shall be
                    directed, a
                    notice in

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
           

          22

           

           

          
            	 	
                    writing revoking an instrument
                      of proxy
                      shall be effective if such notice shall be under the
                      hand of the principal and shall be received at the Company’s office not
                      later than one hour before the commencement of the
                      poll.

                  


          

           

        

        DIRECTORS

        
           

          
            	82. 	
                    Board of
                      Directors.
                      Subject
                      to the following provisions of this Article 82 and to the provisions
                      of Article 105 below, the number of members of the Board of
                      Directors of
                      the
                      Company (“Directors” and the “Board”)
                      shall be determined from time to time by the Company in general
                      meeting
                      and the Directors shall be appointed by the members
                      in general meeting. The Board shall initially consist of four
                      Directors.
                      For as long as the holdings of the Founding Shareholders (together
                      with
                      the holdings of their respective
                      Permitted Transferees) in the Company are equal, each Founding
                      Shareholder
                      shall have the right to appoint (and shall have right to remove
                      and
                      replace)
                      two Directors. Directors shall be appointed, removed and replaced
                      by the
                      Founding
                      Shareholders by written notice to the Company. Any Founding
                      Shareholder
                      entitled
                      to appoint more than one Director hereunder shall also have
                      the right to
                      designate
                      that a Director appointed by it shall have more than one vote
                      provided
                      that the
                      aggregate number of votes held by all Directors appointed by
                      any such
                      Founding Shareholder
                      shall not exceed the aggregate number of Directors that such
                      Founding
                      Shareholder
                      is entitled to appoint
                      hereunder.

                  


          

          
             

            
              	 	
                      At such time as the holdings
                        of the
                        Founding Shareholders (together with the holdings of
                        their respective Permitted Transferees) shall no longer be
                        equal,
                        Directors shall be appointed
                        or removed by ordinary resolution of the Company in general
                        meeting.
                        Except in the case of a person nominated by the Board, no
                        person shall be
                        eligible to be elected as a Director unless notice in writing
                        of the
                        intention to nominate such person
                        is delivered to the registered office of the Company not
                        later than 48
                        hours, and not
                        earlier than 30 days, prior to the date scheduled for the
                        general meeting
                        at which Directors
                        are to be appointed, signed by a Member entitled to participate
                        in and
                        vote at the
                        scheduled meeting, together with the written consent of the
                        proposed
                        nominee.

                    


              	 	 


              	 	Deleted.


            

             

          

        

        
          
            	
                    84.

                  	
                    The
                      continuing Directors may act notwithstanding any vacancy or
                      vacancies in
                      the Board.
                      But if the number of Directors is reduced below two, the continuing
                      Directors may
                      act for the purpose — of summoning a general meeting of the Company for
                      this purpose.

                  


          

           

        

        
          	85.	A Director need not hold qualification shares
                  in the
                  Company.


        

        
           

          
            	
                    86.

                  	
                    The
                      Directors shall be entitled to receive from the Company such
                      remuneration
                      for their
                      service on the Board as from time to time may be determined,
                      if at all, by
                      the Company
                      in general meeting.

                  


          

          
             

            
              	
                      87.

                    	
                      A
                        Director shall be entitled to be paid all reasonable traveling,
                        hotel and
                        other expenses properly incurred by him in attending the
                        meetings of the
                        Board or in connection with fulfilling his duties as a Director.
                        A
                        Director required (with his

                    


            

            
               

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

              
                 

                23

                 

              

               

              
                	 	
                        consent) to render
                          special services to the
                          Company or to make special efforts for any of
                          the objects of the Company or to travel abroad or stay
                          abroad, or
                          otherwise shall be paid by the Company a remuneration of
                          a fixed sum or
                          otherwise, as the Board may determine,
                          subject to the provisions of the
                          Ordinance.

                      


              

            

          

        

         
          
            	88. 	The office of Director shall be vacated in
                    any of the
                    following events:


          

          
             

          

        

        
          	 	
                  (a)

                	
                  by
                    his death, or if the director is a Company - upon its being dissolved
                    or
                    wound up;

                


        

         

          
            
              
                	 	(b)	If he be incapacitated;



            

          

        

         

        
          	 	
                  (c)

                	
                  If
                    he becomes bankrupt or makes any arrangement of compromise with
                    his
                    creditors;

                


        

         

        
          
            
              	 	(d)	If he resigns his office by notice in writing
                      to the
                      Company;


            

             

            
              
                
                  	 	(e)	If he is removed from office pursuant
                          to Article 82
                          above.


                

                 

              

            

          

        

        
          	
                  89.

                	
                  Agreements,
                    contracts or arrangements between the Company and an interested
                    party
                    or
                    officer of the Company, shall be subject to the provisions of
                    chapter Dl
                    of the Ordinance as amended from time to time and in so far as
                    such
                    provisions are applicable to such agreement, contract or
                    arrangement.

                


        

         

        No
          Director shall be disqualified by his office from holding any office or
          place of
          profit under the Company or outside the Company or under any company in
          which
          the Company shall be a shareholder or otherwise interested, or under any
          company
which
          is
          a shareholder of, or otherwise interested in, the Company or from contracting
          with
          the
          Company either as vendor, purchaser, or otherwise, either on his own behalf
          or
          as a
          Director of another company or member of a firm or otherwise, nor (unless
          and
to
          the
          extent provided otherwise in the Ordinance) 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 void or voidable, nor 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
          holding that office or of the fiduciary relations thereby established,
          but it is
declared
          that the nature of his interest must be disclosed by him as provided in
          the
Ordinance
          but in any event not later then at the meeting of the Board at which the
          contract or arrangement is first taken into consideration, if his interest
          then
          exists, or in
          any
          other case - at the first meeting of the Board after the acquisition of
          his
          interest. Unless
          and to the extent provided otherwise in the Ordinance, every Director shall
          be
          entitled, after such disclosure, to vote as a Director in respect of any
          contract or arrangement
          in which he is so interested as aforesaid. Unless and to the extent provided
          otherwise in the Ordinance, a general notice that a Director is a member
          of any
          firm or company and is to be regarded as interested in all transactions
          with
          that firm or company shall be a sufficient disclosure under this Article
          as
          regards such Director and the said transactions, and after such general
          notice,
          (unless and to the extent
          provided otherwise in the Ordinance) it shall not be necessary for such
          Director
to
          give a
          special notice relating to any particular transaction with that firm
          or

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
           

          24

           

           

        

        company.
          

         

        ALTERNATE
          DIRECTORS

         

        
          
            
              	90.	
                      Each
                        Director shall have the power to appoint by a written notice
                        to the Board,
                        an individual
                        to be his alternate Director and may remove such alternate
                        Director and
                        appoint
                        another in his or her place. Such alternate Director shall
                        have all the
                        rights and powers
                        in respect of participation in the meetings of the Board,
                        right of
                        signature etc. as
                        the Director appointing him. An alternate Director shall
                        ipso facto cease
                        to be an alternate
                        Director if his appointor ceases to be a Director or if one
                        of the
                        circumstances described in Articles 88(a)-(d) should befall
                        the
                        substitute. The appointment of an alternate Director is subject
                        to the
                        approval of the Board. A substitute for a Director shall
                        have ~ in
                        addition to his own vote, if he himself is a Director -
                        a number of votes equal to the number of Directors for whom
                        he acts as
                        substitute,
                        and shall be counted for purposes of establishing a quorum
                        as the number
                        of
                        Directors for whom he acts as substitute, provided however,
                        that not more
                        than one (1)
                        substitute appointed to act in place of a Director exercising
                        this power
                        may attend or vote at the same meeting. A substitute Director
                        shall alone
                        be responsible for his actions
                        and omissions, and shall not be deemed an agent of the Director(s)
                        who
                        appointed him.

                    


            

          

        

         

        GENERAL
          MANAGERS AND BUSINESS MANAGERS

         

        
          
            
              	91.	
                      General
                        Managers. The
                        General Manager(s) of the JV Entities shall be appointed
                        by the
                        Board. Initially, and for as long as the holdings of the
                        Founding
                        Shareholders (together
                        with the holdings of their respective Permitted Transferees)
                        in the
                        Company are
                        equal, the Company and the Limited Partnership shall be managed
                        by two
                        joint General Managers, one of whom shall be appointed by
                        the Directors
                        appointed by Orbotech,
                        and one of whom shall be appointed by the Directors appointed
                        by Valor
                        (who may thereafter remove such General Manager appoint another
                        in his or
                        her place)
                        provided such appointees are reasonably acceptable to both
                        of the Founding
                        Shareholders.
                        At such time as the holdings of the Founding Shareholders
                        (together with
                        the holdings of their respective Permitted Transferees) are
                        not equal or
                        the Founding Shareholders shall mutually agree upon a suitable
                        candidate,
                        the two General
                        Managers shall be replaced with a single General Manager.
                        Such General
                        Manager
                        shall be empowered with all the same rights and authorizations,
                        and
                        subject
                        to the same duties, as the two General Managers. Subject
                        to the provisions
                        of Articles 67 and 106, the General Managers shall have full
                        authority to
                        manage and execute
                        all day-to-day business decisions relating to the Company
                        and its
                        business.

                    


            

          

        

         

        
          
            
              	92.	
                      Management
                        and Officers. The
                        General Managers will recommend internal rules of procedure
                        to be approved
                        by the Board. The Board shall nominate and appoint personnel
                        to fill senior managerial functions. Initially, such senior
                        functions
                        shall be equally
                        apportioned between personnel recommended by each of the
                        Founding
                        Shareholders.

                    


            

          

        

         

        
          
            
              	93.	
                      A
                        General, Business or other Manager shall receive such remuneration
                        as the
                        Board may
                        from time to time determine. Such remuneration may be either
                        by way of
                        salary, fees,
                        or profit sharing, or by a combination of
                        same.

                    


            

          

        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
           

          25

           

        

         

        
          
            
              	94.	
                      Subject
                        to Articles 67 and 106, the Board may from time to time delegate
                        to any
                        General, Business, or other Manager for the time being such
                        of their
                        powers under these
                        Articles as they may think expedient, and they may delegate
                        such powers
                        for the time,
                        and for the purposes and for the periods and under the terms
                        and
                        restrictions as they may think expedient. These powers may
                        be granted
                        either parallel to the powers of
                        the Board in such area or outside or instead of all or any
                        of them, and
                        they may from
                        time to time cancel, suspend, alter, or replace any or all
                        of such
                        powers.

                    


            

          

        

         

        POWERS
          OF THE DIRECTORS

         

        
          
            
              	95.	
                      The
                        business of the Company shall be managed by the Board, which
                        may expend
                        such sums as necessary for the founding and registration
                        of the Company
                        and to exercise all the
                        powers of the Company and to do all acts which the Company
                        is empowered to
                        do under these Articles and the law, excluding powers granted
                        by law or by
                        these Articles to
                        the Company in general meeting. No regulation of a general
                        meeting shall
                        invalidate
                        any prior act of the Board which would have been valid if
                        such regulation
                        had
                        not been made.

                    


            

          

        

         

        
          
            
              	96.	
                      Subject
                        to Article 106 below, the Board may, at any time, enter into
                        or pursue any
                        action, sector, or type of business or act toward any purpose
                        toward which
                        the Company
                        is empowered, explicitly or implicitly to engage. Similarly,
                        the Board in
                        its discretion
                        may refrain from or cease acting in any such
                        activities.

                    


            

          

        

         

        
          
            
              	97.	
                      The
                        Board in its discretion may, from time to time, borrow funds
                        or guarantee
                        the payment of any sum or sums for the purposes of the
                        Company.

                    


            

          

        

         

        
          
            	98.	
                    (a)

                     

                  	
                    The Board may secure the
                      payment of such
                      sums in the same manner and under the
                      same conditions as it deems fit, whether by means of issuing
                      debt,
                      securities, debentures,
                      or stock of debentures, against either a floating charge on
                      all or a
                      portion
                      of the Company’s property whether owned now or in the future, including
                      capital not yet called or called but unpaid, or against liens,
                      charges or
                      other
                      security interests of any
                      kind.

                  


          

          
            
               

              
                
                  	 	
                          (b)

                        	
                          Any debt securities,
                            debentures, stock of
                            debentures or other security interest may be issued at
                            a discount or a
                            premium or in any other matter and with any other
                            pre-financial redemption, conversion, or allotment
                            rights.

                        


                

                
                   

                

              

            

          

        

        PROCEEDINGS
          OF THE DIRECTORS

         

        
          
            
              	99.	
                      The
                        Directors may meet together for the transaction of business,
                        adjourn and
                        otherwise regulate
                        their meetings as they think fit, including by telephone,
                        video conference
                        or any other means of communication or by written resolution
                        as described
                        in Article 114.

                    


            

          

        

         

        
          
            
              	100.	
                      Quorum.
                        The
                        quorum for meetings of the Board shall be at least two Directors.
                        For as
                        long as the holdings of the Founding Shareholders (together
                        with the
                        holdings of their respective
                        Permitted Transferees) in the Company are equal, such quorum
                        must include
                        at least one Director appointed by each Founding Shareholder.
                        In the
                        event

                    


            

          

        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
           

          26

           

        

         

        that
          none
          of the Directors appointed by a Founding Shareholder is present, the meeting
          shall
          automatically be postponed 3 days to the same time and place (or in the
          event
          such day is not a business day in Israel, the first business day thereafter).
          At
          such postponed
          meeting, any two of the Directors then in office shall constitute a quorum,
          whether
          or not Directors appointed by both Founding Shareholders are present. Unless
          and
          to
          the extent provided otherwise in the Ordinance, a Director who is an interested
          party in any transaction shall be counted for purposes of a quorum despite
          his
          interest.

        
           

          
            
              
                	101.	
                        A
                          Director may at any time, and the Secretary (if any) shall,
                          at the request
                          of a Director, convene a meeting of the
                          Directors.

                      


              

            

          

          
            
               

              
                
                  
                    	102.	
                            Notice
                              of a Board meeting may be given in writing or by fax
                              provided that such
                              notice shall
                              be given at least 72 hours prior to the time fixed
                              for the meeting, unless
                              all the Directors who are entitled to receive notices
                              shall agree to a
                              shorter or longer or other form
                              of advance notice.

                          


                  

                

              

              
                
                   

                  
                    
                      
                        	103.	
                                A
                                  Director known to be absent for the time being
                                  from Israel shall not be
                                  entitled to receive
                                  notice of a Board meeting during his absence, but
                                  such notice shall be
                                  given to his alternate, if any, and if appointed
                                  by a Founding Shareholder
                                  pursuant to Article 82 above, to the Founding Shareholder
                                  which appointed
                                  such Director.

                              


                      

                    

                  

                  
                    
                       

                      
                        
                          	104.	
                                  A
                                    Director and any alternate Director may
                                    attend and vote by proxy at any meeting of the
                                    Directors provided that such proxy has been appointed
                                    in writing signed by
                                    his appointor
                                    and such appointment may be general or for any
                                    particular meeting or
                                    meetings.
                                    A proxy so appointed shall not be entitled to
                                    be present and vote in place
                                    of his
                                    appointor at any meeting of Directors at which
                                    the Director appointing him
                                    is present in person.

                                


                        

                      

                      
                        
                           

                          
                            
                              	105.	
                                      Majority;
                                        Independent Director.
                                        Resolutions
                                        shall be passed by a simple majority of Directors
                                        present and voting at a meeting of the Board
                                        at which a quorum is present,
                                        and it is the intention of the Parties that
                                        the Board function with an
                                        even number of Directors
                                        as aforesaid. However, at any time after
                                        November 4, 1999 provided that
                                        the holdings of the Founding Shareholders
                                        (and their respective Permitted
                                        Transferees) are equal,
                                        each of the Founding Shareholders shall be
                                        entitled to request the
                                        appointment of
                                        an additional, independent, Director in the
                                        event it believes that the
                                        proper functioning of the Board requires
                                        such appointment. Any such
                                        request shall be made in
                                        writing. In the event the other Founding
                                        Shareholder agrees with such
                                        request then a fifth member of the Board
                                        (the “Independent
                                        Director”) will
                                        be appointed by both of the
                                        Founding Shareholders acting jointly. In
                                        the event the other Founding
                                        Shareholder disagrees
                                        it shall so notify the requesting Founding
                                        Shareholder in writing within
                                        seven
                                        (7) days of receipt of the request and the
                                        Founding Shareholders shall
                                        meet to discuss the matter. In the event
                                        that the requesting Founding
                                        Shareholder has not withdrawn such request
                                        in writing within thirty (30)
                                        days of such request, then the Independent
                                        Director will be appointed effective as of
                                        the termination of such thirty
                                        day
                                        period. The making of any request and/or
                                        the withdrawal of any such
                                        request by a Founding
                                        Shareholder shall not preclude such Founding
                                        Shareholder (or the other
                                        Founding Shareholder) from making any further
                                        or subsequent request. A
                                        person recommended by the requesting Founding
                                        Shareholder and reasonably
                                        acceptable to the
                                        other Founding Shareholder shall serve as
                                        the Independent Director.
                                        Any

                                    


                            

                          

                           

                          
                            
                              
                              

                            

                            
                              
                              

                              
                                

                              

                            

                            
                              
                              

                            

                          

                        

                      

                    

                  

                  
                     

                    27

                     

                  

                

              

            

          

        

        
           

        

        
          
            
              
                 

                  Independent Director appointed
                    may be removed at
                    any time by the Founding Shareholders,
                    acting jointly, and another may be appointed in his or her
                    place.

                

              

              
                
                  
                     

                    
                      
                        	105A.	
                                Budget.
The
                                  Board shall approve a budget prepared by the Company’s management
                                  for
                                  the JV Entities on a yearly basis prior to October
                                  31 of each year (the
                                  “Budget”).
                                  All
                                  of the “JV Activities”, as defined in the JVenture Agreement (including
                                  those implemented by each of the JV Entities),
                                  shall be conducted pursuant
                                  to the Budget as shall
                                  be in effect from time to time. Until such time
                                  as a new Budget has been
                                  adopted, the
                                  prevailing Budget shall remain in force. The initial
                                  Budget (i.e., through
                                  December 31,
                                  1998) of the JV Entities, which shall include a
                                  projected balance sheet
                                  for the Limited Partnership, shall be determined
                                  jointly by the Founding
                                  Shareholders immediately after November 4,
                                  1998.

                              


                      

                    

                    
                      
                         

                      

                    

                  

                

              

            

            
              
                
                  	
                          106.

                        	
                          Major
                            Decisions —
                            Board
                            of Directors. For
                            as long as the holdings of the Founding Shareholders
                            (together with the holdings of their respective Permitted
                            Transferees) in
                            the Company are equal, any of the following matters in
                            respect of the
                            Company or the Limited Partnership may only be determined
                            by the Board
                            regardless of whether such matter
                            might otherwise be deemed to be part of the day-to-day
                            management of such
                            JV Entity:

                        


                

              

            

            
              
                 

              

            

          

        

        
          
            
              	
                    	106.1	The entry by a JV Entity into any business
                      not described
                      in, or any material deviation
                      from, the Budget.


            

             

          

        

        
          	 	
                  106.2.

                	
                  Any
                    sale of any substantial asset of a JV Entity, or contract or
                    agreement to
                    sell,
                    or removal, abandonment, or other disposition of, any substantial
                    asset of
                    a
                    JV Entity.

                


        

         

        
          	 	
                  106.3.

                	
                  The
                    making and/or effecting of any change in any accounting principles
                    or
                    practices
                    of a JV Entity or the method in which the books and records of
                    a JV
                    Entity
                    are maintained.

                


        

         

        
          	 	
                  106.4.

                	
                  The
                    taking by a JV Entity of any loan, or the granting by a JV Entity
                    of any
                    security
                    in any of the assets of a JV Entity if not approved in the
                    Budget.

                


        

         

        
          	 	
                  106.5.

                	
                  Entering
                    into any contract, agreement, arrangement or commitment relating
                    to
                    a
                    JV Entity which provides for a cost or obligation to such JV
                    Entity in
                    excess of
                    US$200,000, if not included in the
                    Budget.

                


        

         

        
          	 	
                  106.6.

                	
                  The
                    approval, amendment or modification of the Budget, or the adoption
                    of an
                    annual plan and budget for either of the JV Entities (apart from
                    the
                    Budget).

                


        

        
           

          
            
              
                	107.	
                        Chairman.
                          The
                          Chairman of the Board shall be elected by the Directors.
                          For as long as
                          the holdings of the Founding Shareholders (together with
                          the holdings of
                          their respective Permitted Transferees) in the Company
                          are equal, there
                          shall be two
                          Co-Chairmen, one elected by the Directors appointed by
                          Orbotech from among
                          themselves
                          and one elected by the Directors appointed by Valor from
                          among themselves
                          and the “chairman” shall be deemed to refer to both Co-Chairmen
                          collectively.
                          If at any meeting the Chairman is not present within fifteen
                          minutes after
                          the time appointed for holding the same, the Directors
                          present may choose
                          one of their

                      


              

            

          

          
             

          

        

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
           

          28

           

        

        
          
          

          
            
              number
                to be Chairman of the meeting. If at any
                meeting of the Board, either one of the
                Co-Chairmen is not present, the substitute Co-Chairman for that meeting
                shall be
elected
                by the Directors who were entitled to elect the absent
                Co-Chairman.

            

          

          
            
               

              
                
                  
                    	108.	
                            In
                              case of an equality of votes, the motion shall be deemed
                              to be rejected
                              and the chairman shall not be entitled to cast a second
                              or deciding
                              vote.

                          


                  

                

              

              
                
                   

                  
                    
                      
                        	109.	
                                Any
                                  meeting of the Board where a quorum is present
                                  may enjoy all the
                                  authority, power,
                                  and discretion for the time being vested in the
                                  Board or usually practiced
                                  by it.

                              


                      

                    

                  

                  
                    
                       

                      
                        
                          
                            	110.	
                                    The
                                      Board may delegate any of its powers to committees
                                      consisting of such
                                      member or
                                      members of their body as they think fit, and
                                      it may cancel such
                                      delegations. Any committee so formed shall
                                      in the exercise of the powers
                                      so delegated conform to any regulations
                                      that may be imposed on it by the Board. The
                                      meetings and proceedings of
                                      such
                                      meetings of such a committee, composed of two
                                      or more Directors, shall be
                                      conducted in accordance with the provisions
                                      of these Articles with regard
                                      to the meetings and proceedings of the Board,
                                      mutatis mutandis, subject
                                      always to the regulations
                                      of the Board in appointing committees or at
                                      any time
                                      thereafter.

                                  


                          

                        

                      

                      
                         

                        
                          
                            	111.	
                                    Executive
                                      Committee.
                                      The
                                      Board shall appoint an executive committee
                                      to define the strategic
                                      business direction of the Company and the Limited
                                      Partnership, which
                                      committee
                                      shall consist of four members (the “Executive
                                      Committee”). For
                                      as long as the
                                      holdings of the Founding Shareholders (together
                                      with the holdings their
                                      respective Permitted
                                      Transferees) in the Company are equal, two
                                      of the members of the
                                      Executive
                                      Committee shall be appointed by the Directors
                                      appointed by Orbotech from
                                      among
                                      themselves and two shall be appointed by the
                                      Directors appointed by Valor
                                      from
                                      among themselves. In the event the Executive
                                      Committee is unable to reach
                                      a decision
                                      on any matter, such matter shall revert to
                                      the
                                      Board.

                                  


                          

                        

                        
                          
                            
                               

                              
                                
                                  
                                    	112.	
                                            Committees
                                              and Boards of Subsidiaries. The
                                              composition of all committees of the
Board
                                              and all boards of directors (and committees
                                              thereof) of any subsidiaries
                                              of the Company and/or the Limited Partnership
                                              and the management of any
                                              other entity in which the Company and/or
                                              the Limited Partnership holds or
                                              will hold an equity or partnership
                                              interest, shall resemble that of the
                                              Board.

                                          


                                  

                                

                              

                              
                                
                                  
                                    
                                      
                                         

                                        
                                          
                                            
                                              	113.	
                                                      All
                                                        acts bona fide done by any
                                                        meeting of the Board or of
                                                        a committee of the
                                                        Board, or by
                                                        any person acting as a Director
                                                        shall not be made invalid
                                                        notwithstanding
                                                        any defect
                                                        in the appointment of any
                                                        such Director or person acting
                                                        as aforesaid, or
                                                        the fact that
                                                        they or any of them were
                                                        disqualified to be a
                                                        Director.

                                                    


                                            

                                          

                                        

                                        
                                          
                                            
                                              
                                                 

                                                
                                                  
                                                    
                                                      	114.	
                                                              A
                                                                resolution in writing
                                                                signed by all the
                                                                Directors shall be
                                                                as effective
                                                                for all purposes
                                                                as a resolution passed
                                                                at a meeting of the
                                                                Board duly
                                                                convened, held and
                                                                constituted. Similarly,
                                                                any resolutions passed
                                                                by the Directors
                                                                of the Company by
                                                                teleconference
                                                                or by video-conference
                                                                shall be viewed as
                                                                having been adopted
                                                                at a meeting
                                                                of the Board.

                                                            


                                                    

                                                  

                                                

                                                
                                                  
                                                     

                                                    
                                                      
                                                        
                                                          	115.	
                                                                  The
                                                                    Board may from
                                                                    time to time
                                                                    determine the
                                                                    persons authorized
                                                                    to act and/or
                                                                    sign documents
                                                                    on behalf of
                                                                    the Company either
                                                                    generally or
                                                                    to sign documents
                                                                    on specific
                                                                    obligations
                                                                    and the Board
                                                                    may restrict
                                                                    or limit the
                                                                    extent of the
                                                                    authority so
                                                                    granted,

                                                                


                                                        

                                                      

                                                    

                                                    
                                                       

                                                      
                                                        
                                                          
                                                          

                                                        

                                                        
                                                          
                                                          

                                                          
                                                            

                                                          

                                                        

                                                        
                                                          
                                                          

                                                        

                                                        
                                                           

                                                          29

                                                           

                                                        

                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                     

                                                                      The
                                                                        Board may
                                                                        grant the
                                                                        power to
                                                                        act or sign
                                                                        to
                                                                        a single
                                                                        director
                                                                        and/or directors,
                                                                        a manager
                                                                        and/or managers
                                                                        and/or agents
                                                                        and/or other
                                                                        individuals
                                                                        as the Board
                                                                        shall
                                                                        determine,
                                                                        and the Board
                                                                        shall also
                                                                        determine
                                                                        the combination
                                                                        of signatures
                                                                        required
                                                                        to bind the
                                                                        Company.

                                                                    

                                                                  

                                                                   

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

        
          
            
              	
                      116.

                    	
                      The
                        Company may have a seal and/or rubber stamp for the purpose
                        of stamping
                        its name on documents to be signed and if the Board so determines,
                        documents binding the Company shall carry the seal or stamp
                        in addition to
                        the signatures required by Article
                        115 above. Except in the cases where the seal or rubber stamp
                        is required
                        as specified above, the Company shall be bound in respect
                        of documents
                        signed on its behalf
                        by such person or persons authorized by the Board to sign
                        on behalf of the
                        Company in accordance with Article 108, together with the
                        written or
                        typewritten name of the
                        Company.

                    


            

          

        

         

        
          
            
              	117.	
                      The
                        Board must follow the provisions of the Ordinance and especially
                        those
                        provisions dealing
                        with:

                    


            

          

        

         

        
          	
                	(a)	
                  Registering
                    details of liens on the Company’s
                    assets;

                


        

         

        
          	
                	(b)	
                  Updating
                    the register of Directors;

                


        

         

        
          	
                	(c)	
                  Delivering
                    the following to the Registrar of
                    Companies;

                


        

         

        
          	 	
                  (d)

                	
                  the
                    Company’s annual report, notice of consolidation or increase of the share
                    capital or conversion of shares into stock; copies of extraordinary
                    special resolutions;
                    and copies of the register of Directors and notice of any changes
                    therein.

                


        

         

        SECRETARY,
          OFFICERS AND POWERS OF ATTORNEY

         

        
          
            
              	118.	
                      The
                        Board may in its discretion from time to time appoint for
                        the Company a
                        secretary or
                        secretaries, officers, employees, agents, and attendants
                        for fixed tasks,
                        either temporary
                        or special. Similarly, the Board may terminate at its absolute
                        discretion
                        the service
                        of one or more of the aforementioned from time to time and
                        at any
                        time.

                    


            

          

        

         

        
          
            
              	119.	
                      The
                        Board may determine the extent of the authority, functions,
                        salary and
                        remuneration
                        of any of the individuals mentioned in Article 118 above
                        and the Board
                        may
                        demand securities in such cases and determine the amounts
                        of such
                        securities as it deems
                        fit.

                    


            

          

        

         

        
          
            
              	120.	
                      The
                        Board may at any time, and from time to time, grant a power
                        of attorney to
                        any company,
                        firm, person or body of persons to serve as the Company’s empowered agent
                        for such purposes, with such authority, for such time period,
                        and under
                        such which the Board determines fit, subject only that such
                        authorities
                        shall not exceed those vested in the Board. Such appointment
                        may include
                        provisions for the protection
                        and direction of such empowered agents. Such appointment
                        may also grant
                        to
                        such empowered agents the authority to transfer such powers
                        granted to
                        such agents.

                    


            

          

        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
           

          30

           

           

        

        DIVIDENDS

         

        
          
            
              	121.	
                      The
                        Company may, in general meeting, declare a dividend and it
                        may fix a time
                        for its payment,
                        provided that no dividend shall exceed the amount recommended
                        by the
                        Directors.

                    


            

          

        

         

        
          
            
              	122.	
                      The
                        Board may in each year, before recommending any dividend,
                        set aside out of
                        the profits
                        of the Company available for dividend, such sums as it deems
                        proper as a
                        restricted
                        reserve or general reserves which shall, at the discretion
                        of the Board be
                        applicable
                        for special purposes or for the equalization of dividends
                        or for any
                        purpose to
                        which the profits of the Company may be properly applied
                        and pending such
                        application may also at such discretion either be employed
                        in the business
                        of the Company
                        or be invested in such investments as the Board may from
                        time to time
                        think fit.

                    


            

          

        

        
          
             

            
              	123.	(a)	
                      Except
                        insofar as special rights regarding dividends attach to any
                        share, all
                        dividends
                        shall be paid according to the amounts paid up on or credited
                        as paid
                        against the nominal value of the shares regardless of premiums
                        paid
                        thereon. But no
                        amount paid up in advance on a share in advance of calls
                        and in advance of
                        the
                        time for payment on which the Company pays interest, shall
                        be deemed, for
                        the
                        purposes of this Article, as paid up on the
                        share.

                    


            

            
              
                 

                
                  	 	(b)	
                          Except insofar as
                            the rights attaching to,
                            or the terms of issue of any share otherwise provide,
                            any shares paid up
                            or credited as paid up in full or in part within
                            any period in respect of which dividends are paid, shall
                            entitle their
                            holder to
                            dividends pro rata according to the amounts paid up or
                            credited as paid up
                            on the
                            nominal value of the shares on a pro rata temporis
                            basis.

                        


                

                 

              

            

          

        

        
          
            
              	
                      124.

                    	
                      The
                        Board may from time to time pay to the members such interim
                        dividends as
                        appear
                        to the Board to be justified by the profitability of the
                        Company.

                    


            

          

        

        
           

          
            
              	125.	
                      The Company shall not pay
                        any dividends
                        except out of profits.

                    


            

          

           

        

        
          
            
              	
                      126.

                    	
                      Any
                        general meeting declaring a dividend may direct payment or
                        satisfaction of
                        such dividend wholly or in part by the distribution of specific
                        assets,
                        and in particular of paid-up
                        shares or debentures or stock of the Company or shares or
                        stock of
                        debentures of
                        any other company or by a combination of these
                        ways.

                    


            

          

        

        
           

          
            
              	127.	
                      The Company shall not pay
                        interest on any
                        dividend.

                    


            

          

           

        

        
          
            
              	
                      128.

                    	
                      Each
                        of the persons who are registered as jointly holding a share
                        may give
                        valid receipts for any dividends paid on such
                        shares.

                    


            

          

        

         

        
          
            
              	129.	
                      The
                        Board may deduct from any dividend, bonus or other amount
                        to be paid in
                        respect of
                        shares held by any Member, whether alone or together with
                        another Member,
                        any sum
                        or sums due from him and payable by him alone or together
                        with any other
                        person to
                        the Company on account of calls or the
                        like.

                    


            

          

        

        
          
             

            
              	130.	(a)	The Board may retain any dividend or other
                      monies payable
                      or property


            

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

          

        

        
           

          31

           

        

        
           

          
            	 	 	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, when paying
                      any final or interim dividend, resolve to retain any dividend,
                      or other
                      monies payable or property distributable,
                      for distribution with respect to a share in respect of which
                      any
                      person
                      is under these Articles entitled to become a Member, or which
                      any person
                      is under these Articles entitled to transfer, until such person
                      shall
                      become
                      a Member in respect of such share or shall transfer the
                      same.

                  


          

        

         

        
          
            
              	131.	
                      All
                        unclaimed dividends or other monies payable in respect of
                        a share may be
                        invested or
                        otherwise made use of by the Board for the benefit of the
                        Company until
                        claimed. The
                        payment by the Board of any unclaimed dividend or such other
                        monies 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.

                    


            

          

           

        

        CAPITALIZATION

        
           

          
            
              	132.	
                      Notice of the declaration
                        of dividends shall
                        be delivered to anyone entitled to receive part
                        of such dividend, as provided
                        below.

                    


            

          

           

        

        
          
            
              	
                      133.

                    	
                      Any
                        general meeting may, upon the recommendation of the Board,
                        resolve that it
                        is desirable to capitalize all or part of any undivided profits
                        standing
                        to the credit of any reserve
                        or of any other moneys or surplus which may by law be distributed
                        as
                        dividends or money derived as premiums paid on shares, or
                        reserves
                        deriving from a
                        revaluation of the assets to be used for the full or partial
                        payment of
                        shares or of debentures of the Company whether according
                        to the nominal
                        value or the premium. The said shares or debentures shall
                        be distributed
                        among the Members in the same proportion in which they are
                        entitled to the
                        distribution of dividends. Bonus shares divided
                        in respect of any shares shall be of the same class as the
                        shares in
                        respect of which
                        they were distributed, unless the general meeting has decided
                        to
                        distribute to all members
                        bonus shares of the same
                        class.

                    


            

          

        

         

        
          
            
              	134.	
                      For
                        the purpose of carrying out any resolution passed by the
                        general meeting
                        as aforesaid
                        the Board may, at its absolute discretion, settle as it thinks
                        fit any
                        difficulty arising
                        as to any distribution; specifically they may issue certificates
                        for
                        fractional shares
                        or pay for such fractions either in cash or otherwise, or
                        determine that
                        fractions the value of which is less than the lowest par
                        value of the
                        shares shall not be taken into account
                        for the purpose of adjusting the Members’
                        rights.

                    


            

          

        

         

        The
          Board
          may also deposit such monies in trust for the beneficiaries as the Board
          may
          think
          fit. If necessary an appropriate agreement shall be registered in accordance
          with
          section 129 of the Ordinance and the Board may appoint any person to sign
          on the
contract
          with the Company on behalf of the Members entitled to the dividend or the
          capitalized reserve or shares that were distributed as a bonus as
          aforesaid.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
           

          32

           

        


        ACCOUNTS
          AND REPORTS

         

        
          
            
              	135.	
                      The
                        Board shall cause true accounts to be kept in accordance
                        with the
                        Companies Ordinance and any
                        law.

                    


            

          

        

         

        
          
            
              	136.	
                      The
                        books of account shall be kept at the Company’s registered office or at
                        such other place
                        as the Directors shall think fit and shall always be open
                        to the
                        inspection of the Board.
                        The Board shall be entitled to decide from time to time to
                        which extent,
                        and at which
                        time, place, and under which conditions the books of accounts
                        of the
                        Company or
                        some of them may be available for inspection by the Company’s Members. A
                        Member
                        who is not a director shall have no right to inspect such
                        books or
                        accounts of the
                        Company or its documents unless as granted permission by
                        law or by the
                        Board or by
                        the Company in general
                        meeting.

                    


            

          

        

         

        AUDIT
          AND CERTIFIED PUBLIC ACCOUNTANT

         

        
          
            
              	137.	
                      The
                        accounts as well as the balance sheet and the profit and
                        loss account of
                        the Company
                        shall be audited at least once in every year by the certified
                        public
                        accountant who
                        shall deliver to the Company a report on the accounts he
                        has audited in
                        accordance with the provisions of the
                        Ordinance.

                    


            

          

        

         

        
          
            
              	138.	
                      The
                        appointment, the powers, the remuneration and the duties
                        of the Auditors
                        shall be regulated
                        in accordance with the Ordinance and with the law applicable
                        for the time
                        being.

                    


            

          

        

         

        
          
            
              	139.	
                      The
                        Directors shall procure that a copy of the balance sheet
                        and profit and
                        loss account referred
                        to in sections 203 and 204 of the Companies Ordinance shall
                        be sent, seven
                        days
                        before the ordinary general meeting, to each of the shareholders
                        entitled
                        to vote at the
                        general meeting who so requests same. The said documents
                        shall be sent in
                        a similar way to the sending of notices under these
                        Articles.

                    


            

          

        

        
           

        

        REGISTERED
          OFFICE

         

        
          
            
              	139.	
                      The
                        Board shall from time to time establish the location of the
                        Company’s
                        registered office
                        and shall satisfy all of the requirements of the Ordinance
                        regarding
                        same.

                    


            

          

        

         

        WINDING
          UP

         

        
          
            
              	140.	
                      If
                        the Company shall be wound up, the surplus assets shall be
                        distributed
                        among the Members suto any rights vested in any class of
                        issued shares at
                        such time, pro rata to the
                        amount paid up or credited as paid up on the nominal value
                        of the
                        shares.

                    


            

          

        

         

        INSURANCE
          AND INDEMNIFICATION OF OFFICE HOLDERS IN
          ACCORDANCE WITH CHAPTER Dl OF THE ORDINANCE

         

        
          
            	141.	(a)	The Company will be entitled to make insurance
                    contracts
                    in respect of the responsibility
                    of office holders of the Company, in whole or in part, for each
                    of the
                    following:


          

        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
           

          33

           

        

         

        
          
            	 	1.	Breach of duty of care to the Company or to
                    another
                    person;


          

        

        
           

          
            
              	 	
                      2.

                    	
                      Breach
                        of fiduciary duty to the Company, provided the office holder
                        of the
                        Company
                        has acted bona fide and had reasonable grounds to assume
                        that the action
                        shall not affect the interest of the
                        Company.

                    


            

          

          
             

            
              
                	 	
                        3.

                      	
                        Financial
                          liability imposed on him in favour of another person for
                          action
                          taken
                          by him as office holder of the
                          Company.

                      


              

            

             

            
              
                	 	4. 	Any other liability which is insurable
                        by
                        law.


              

            

             

            
              
                
                  	
                        	(b)	The Company will be entitled to indemnify
                          office holders
                          of the Company for each of the
                          following:


                

              

              
                 

                
                  
                    	 	
                            1.

                          	
                            Financial
                              liability imposed on him in favour of another person
                              by virtue of a
                              judgment, including judgment given in a settlement
                              or arbitrators’
                              judgment approved by a court of law, for action taken
                              by him as office
                              holder of the Company.

                          


                  

                

                
                   

                  
                    
                      	 	
                              2.

                            	
                              Reasonable
                                litigation expenses, including lawyers’ fees, spent by the office
                                holder
                                or imposed by Court in litigation initiated by the
                                Company or in its
                                behalf
                                or by another person, or in criminal proceedings
                                in which he is acquitted,
                                and all for an action taken by him as an office holder
                                of the
                                Company.

                            


                    

                  

                  
                     

                    
                      
                        	 	
                                3.

                              	
                                Any
                                  other act or omission for which an office holder
                                  can be indemnified by
                                  law.

                              


                      

                    

                     

                  

                

              

            

          

        

        NOTICES

         

        
          
            
              
                	142.	
                        Any notice or other document
                          may be served by
                          the Company upon any Member either
                          personally or by sending it by prepaid mail (air mail if
                          sent to a place
                          outside Israel)
                          addressed to such Member at his address as described in
                          the Register or
                          such other
                          address (if any) as he may have designated in writing for
                          the receipt of
                          notices and other documents. Any notice or other document
                          may be served by
                          any Member upon
                          the Company by tendering the same in person to the General
                          Manager of the
                          Company
                          at the registered office of the Company or by sending it
                          by prepaid
                          registered mail (air mail if posted outside Israel) to
                          the Company at its
                          registered office. Any such notice or other document shall
                          be deemed to
                          have been served forty-eight (48) hours after it has been
                          posted (seven
                          (7) days if sent to a place, or posted
                          at a place, outside Israel), 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 posted, or when actually tendered in person, to such
                          Member (or to
                          the General Manager),
                          provided, however, that notice may be sent by cablegram,
                          telex or
                          facsimile and
                          confirmed by mail as aforesaid, and such notice shall be
                          deemed to have
                          been given
                          the first business day after such cablegram or telex or
                          facsimile has been
                          sent or when
                          actually received by such Member (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

                      


              

            

          

        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
           

          34

           

        

         

        served,
          when received, notwithstanding that it was defectively addressed or failed
          in
some
          other respect, to comply with the provisions of this Article.

         

        
          
            
              	143.	
                      A
                        notice may be given by the Company to the joint holders of
                        a share by
                        giving notice to the joint holder named first in the Register
                        in respect
                        of the share.

                    


            

          

        

         

        
          
            
              	144.	
                      Any
                        Member whose address is not described in the 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.

                    


            

          

        

         

        
          
            
              	145.	
                      The
                        Company may declare that any document(s) will be delivered
                        or be available
                        for review
                        at the registered office of the Company or any other place
                        designated by
                        the Board
                        of Directors.

                    


            

          

        

         

        
          
            
              	146.	
                      Whenever
                        it is required to give prior notice a specified number of
                        days in advance
                        or where a notice is valid for a specified period, the day
                        of service of
                        the notice shall be included in such count or period. Where
                        notice is
                        given by more than one method, it will
                        be deemed served on the earliest of such
                        dates.

                    


            

          

        

         

        
          
            
              	147.	
                      Service
                        of notice to a relative of a Member living under the same
                        roof with him,
                        will be deemed service to such
                        Member.

                    


            

          

        

         

        
          
            
              	148.	
                      Subject
                        to applicable law, any Member, Director or any other person
                        entitled to
                        receive
                        notice in accordance with these Articles or law, may waive
                        notice, in
                        advance or
                        retroactively, in a particular case or type of cases or generally,
                        and if
                        so, notice will be
                        deemed as having been duly served, and all proceedings or
                        actions for
                        which the notice
                        was required will be deemed
                        valid.

                    


            

          

        

         

        
          
            
              	149.	
                      Any
                        person entitled to a share by operation of law or by transfer,
                        transmission or otherwise,
                        will be bound by any notice served with respect to such shares
                        prior to
                        his being
                        registered in the Register as owner of the
                        shares.

                    


            

          

        

         

        
          
            
              	150.	
                      It
                        shall not be necessary to set forth in detail in notice of
                        any meeting the
                        full text of any
                        proposed resolutions and a general description of the nature
                        of the
                        matters on the agenda
                        will suffice. The Company shall be entitled, however, but
                        shall be under
                        no obligation
                        to do so, to specify in a notice of a meeting, a place and
                        a time where
                        and when
                        the full text of proposed resolution(s) may be reviewed,
                        rather than
                        include in the
                        notice a general description of the nature of the matters
                        in the agenda as
                        aforesaid.

                    


            

          

        

         

        
          
            
              	151.	
                      The
                        accidental omission to give notice of a meeting to any Member
                        or the
                        non-receipt of notice by any Member entitled to receive notice
                        shall not
                        invalidate the proceedings at
                        any meeting or any resolution(s) adopted by such a
                        meeting.

                    


            

          

        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
           

          -
            16 -

           

        

         

        APPENDIX
          14.4.5

         

        Notification
          to the Companies Registrar

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          
            
              -
                17 -

               

               

            

          

          APPENDIX
            14.4.6

           

          Nomination
            of Directors

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        



        ORBOTECH
          LTD.

        New
          Industrial Zone

        Yavne,
          Israel

         

        November
          10, 1998

         

        Orsoft
          Ltd.

        New
          Industrial Zone

        Yavne,
          Israel

         

        Re:
          Appointment
          of Directors

         

        Pursuant
          to Article 82 of the Articles of Association of Orsoft Ltd., we hereby
          appoint
Arie
          Weisberg and Jaron Lotan as directors to the Board of Directors of Orsoft
          Ltd.

         

          

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

          

        
          -
            18 -

           

        


        APPENDIX
          14.4.7

         

        Share
          Certificates

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
          
             

            -
              19 -

             

          

        

         

        APPENDIX
          16.6.3

         

        Controlling
          Group of Valor

         

        
          	-	
                	
                  Courses
                    Investment Holdings Ltd.

                


        

        
           

          
            	-	
                  	Schmil
                    Dolberg


          

          
             

            
              	-	
                    	Shlomo Almog


            

            
               

              
                	-	
                      	Moshik
                        Kovarsky


              

              
                
                   

                  
                    	-	
                          	Chuck
                            Feingold


                  

                  
                    
                       

                      
                        	-	
                              	DNLO Trustees Ltd.
                                (To the best knowledge of
                                Valor, these shares are held in trust for the benefit
                                of Ofer
                                Shofman)


                      

                      
                        
                           

                          
                            	-	
                                  	Damon Oran


                          

                          
                            
                               

                              
                                	-	
                                      	Kemberly
                                        Kovarsky


                              

                              
                                
                                   

                                  
                                    	-	
                                          	Leigh
                                            Eichel


                                  

                                   

                                  
                                    
                                      
                                      

                                    

                                    
                                      
                                      

                                      
                                        

                                      

                                    

                                    
                                      
                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

        
          
             

            - 20
              -

          

        

         


        APPENDIX
          18.1

         

        Press
          Release

         

        FOR
          IMMEDIATE RELEASE

         

        
          	
                  CONTACT:

                	
                  ORBOTECH
                    CONTACT:

                	
                  VALOR
                    CONTACT:

                
	 	 	 
	
                  Jody
                    Burfening [ext. 304]

                  John
                    Heilshorn [ext. 104]

                  Lippert/Heilshorn
                    &

                  Associates

                  (212)
                    838-3777

                  jody@lhai.com

                  john@lhai.com

                	
                  Dani
                    Falk, Executive Vice President 

                  Adrian
                    Auman, Director of Finance Orbotech
                    Ltd.

                   

                  +972-8-942-3522

                  Amichai
                    Steinberg,

                  VP
                    Finance & Operations

                  Orbotech,
                    Inc.

                  (978)
                    901-5050

                  www.orbotech.com

                	
                  Schmil
                    Dolberg, President & CEO

                  Itsik
                    Ben Yesha, CFO

                  Valor
                    Computerized Systems Ltd.

                   

                  +972
                    8 9432 430

                  schmil@valor.com

                  itsik@valor.com

                


        

         

        ORBOTECH
          AND VALOR ANNOUNCE JOINT
          VENTURE WITH 

        RESPECT
          TO CAM OPERATIONS

         

        YAVNE,
          ISRAEL - August XX 1998 - ORBOTECH, LTD. (NASDAQ/NM SYMBOL:
          ORBKF) AND VALOR Computerized Systems LTD. today announced the
          signature of an agreement to form a Joint Venture with respect to CAM
(Computer
          Aided Manufacturing) software for PCB Fabrication applications. The interests
          in the Joint Venture will be held equally by ORBOTECH and VALOR.

         

        The
          Joint
          Venture will continue to support the existing installed base of products
          from
          both
          companies and will focus on continuous development and marketing of advanced
          CAM
          and pre-production Engineering solutions to the PCB industry.

         

        Commenting
          on the news, Jaron Lotan, Co-General Manager of Orbotech’s PCB Division
          said: “Combining the technologies, market knowledge and extensive global
          presence of both companies, will allow us to support the PCB industry with
          the
          best
          solutions available for its pre-production engineering and CAM needs. The
          Joint
          Venture will offer these solutions combined with the advantages of seamless
          integration with Orbotech’s AOI, Imaging and other products. At the same time it
will
          promote and support an open system and open format approach for the benefit
          of
          our
          customers”.

         

        Schmil
          Dolberg, President and CEO of Valor added: “The Joint Venture plans to
          consolidate all state of the art pre-production technologies from Valor
          and
          Orbotech to support the PCB industry in meeting the next millennium challenges
          of board density and speed. While promoting the open system approach, the
          Joint
          Venture is committed to migrating all its product lines to fully support
          the
ODB++
          data transfer format. This is expected to accelerate further endorsement
          of
the
          ODB++
          as the de-facto standard of Design to Manufacturing data exchange and provide
          a
          widely accepted vehicle of production-ready, unambiguous and

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
          
             

            - 21
              -

             

          

        


        comprehensive
          data transfer Valor will continue to independently develop and sell software
          products for PCB design and assembly applications”.

         

        ORBOTECH
          and VALOR shall apply for all necessary approvals in order to consummate
          the agreement as soon as possible.

         

        Except
          for historical information, the matters discussed in this press release
          are
forward-looking
          statements that are subject to certain risks and uncertainties which
could
          cause the actual results to differ materially from those projected, including
          the
          timely development and acceptance of new products, delays in factory testing
          and
          acceptance, industry trends, technology or pricing competition and other
          risks
          detailed from time to time in the ORBOTECH’S SEC reports. ORBOTECH assumes
          no obligation to update the information in this press release.

         

        ORBOTECH
          LTD. is the world leader in the design, development, manufacture and marketing
          of Automated Optical Inspection (“AOI”) systems for use in the manufacture
          of PCBs, and is a leading manufacturer of CAM systems and laser plotters
          for PCB production. In addition, the Company is a leading manufacturer
          of AOI
          systems for use in the production of liquid crystal flat panel displays
          (“LCD”s
          and “FPD”s) and for use in the electronics assembly industry, and is applying
          its proprietary AOI technologies to other applications both within and
          outside
          the electronics
          industry.

         

        VALOR
          Computerized Systems LTD. is a world leader in the development of software
          products intended to provide a complete integrated solution to the Design,
          Assembly
          and Fabrication of high-technology circuit boards. Valor’s installed base
          includes leading OEM and PCB assembly facilities located throughout the
          world.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        



        Aug
          10,
          1998

         

        Further
          to Section 5.1 of the Joint Venture Agreement (the “Agreement”) signed
between
          us today, we agree that the JV shall have the right to select Orbotech’s seven
          (7) Designated Employees from Orbotech’s personnel employed in the CAM business
          to be operated by the JV according to the Agreement. Additional employees
          required by the JV may be selected by the JV from among Orbotech’s above
          mentioned personnel and Orbotech shall use reasonable efforts to transfer
          such
          employees to the JV,
          including, in the event any such employee refuses to become an employee
          of the
JV,
          to
          second such employee to the JV, but Orbotech shall have no obligation to
          terminate
          the employment of any such employee who refuses to be seconded to the JV.
          Any
          additional employee so transferred shall be deemed a “Designated Employee” for
purposes
          of the Agreement.

         

        Further
          to Appendix 8 of the Agreement Valor undertakes to examine within 10 days
          of the
          date hereof its escrow arrangements mentioned in Appendix 8 and in the
          event
          that the release of any escrow pursuant to any such escrow arrangement
          may be
          triggered by the Agreement or the transactions contemplated therein to
          supply
          Orbotech with all information concerning such escrow arrangement and the
          undersigned
          shall discuss such matter and in such event, other than if such release
          is a
          limited release for internal use only of the relevant customer, either
          of the
          undersigned shall be entitled not to proceed to Closing without any liability
          and without any mutual claims
          between the undersigned as a result thereof.

        
           

            

           

          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      

        MINUTES
          OF A MEETING OF THE BOARD OF DIRECTORS

        OF
          FRONTLINE P.C.B. SOLUTIONS (1998) LTD.

        HELD
          ON NOVEMBER 12, 2002

        


        
          	Present:	
                  Arie
                    Weisberg, Asher Levy, Ofer Shofman

                


        

        


        
          	Agenda:	
                  Revised
                    Framework for the sale, marketing, servicing, support and maintenance
                    of
                    Frontline products.

                


        

         

        Revised
          Framework for the sale, marketing, servicing, support and maintenance of
          Frontline products

        


        At
          the
          request of Orbotech Ltd. (“Orbotech”), the Board discussed a revised framework
          for the sale, marketing, servicing, support and maintenance of Frontline
          products.

        


        RESOLUTION

        


        It
          was
          unanimously resolved, according and further to the Joint Venture Agreement
          between Orbotech and Valor Computerized Systems Ltd. (“Valor”) dated August 10,
          1998 (the “JV Agreement”) and the Limited Partnership Agreement with respect to
          the Partnership dated November 1, 1998 (the “Partnership Agreement”), to ratify
          and approve the Revised Framework for the Sale, Marketing, Servicing, Support
          and Maintenance of Frontline Products, in the form attached hereto as
Exhibit
          A,
          beginning as of January 1, 2002.

        


        


        IN
          WITNESS WHEREOF, we affix our signatures as of November 12, 2002.

        


        
          	
                  /s/
                    Arie Weisberg

                	 	
                  /s/
                    Asher Levy

                
	
                  Arie
                    Weisberg

                	 	
                  Asher
                    Levy

                
	 	 	 
	
                  /s/
                    Ofer Shofman

                	 	 
	
                  Ofer
                    Shofman

                	 	 


        

        


        


        The
          undersigned, the General Partner of the Partnership, the shareholders of
          the
          General Partner and the Limited Partners of the Partnership agree to and
          ratify
          and approve the above, and agree that, to the extent necessary, the JV
          Agreement
          be deemed amended accordingly.


        


        
          	
                  /s/
                    Uri Feldman

                	 	 
	
                  Frontline
                    P.C.B. Solutions, LP

                	 	 
	
                  General
                    Partner

                	 	 
	 	 	 
	
                  /s/
                    Arie Weisberg       /s/ Asher
                    Levy

                	 	
                  /s/
                    Ofer Shofman

                
	
                  Orbotech
                    Ltd.

                	 	
                  Valor
                    Computerized Systems Ltd.

                
	
                  Limited
                    Partner and Shareholder

                	 	
                  Limited
                    Partner and Shareholder

                


        

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        

          EXHIBIT
            A

          


          


          REVISED
            FRAMEWORK FOR THE SALE, MARKETING,

          SERVICING,
            SUPPORT AND MAINTENANCE OF FRONTLINE PRODUCTS 

          


          


          
            	
                    1.

                  	
                    Definitions
                      and Scope

                  


          

          


          
            	 	
                    In
                      this Revised Framework:

                  


          

          


          
            	 	
                    The
                      “Company”
                      shall mean Frontline P.C.B. Solutions
                      Ltd.;

                  


          

          


          
            	 	
                    “Frontline”
                      shall mean Frontline P.C.B. Solutions Limited
                      Partnership;

                  


          

          


          
            	 	
                    The
                      “JV
                      Agreement”
                      shall mean that certain Joint Venture Agreement, by and among
                      Orbotech,
                      Valor, Frontline and the Company dated as of August 10, 1998,
                      as
                      amended;

                  


          

          


          
            	 	
                    The
                      “JV
                      Products”
                      shall have the meaning ascribed thereto in the JV
                      Agreement;

                  


          

          


          
            	 	
                    “Orbotech”
                      shall mean Orbotech Ltd.; and 

                  


          

          


          
            	 	
                    “Valor”
                      shall mean Valor Computerized Systems
                      Ltd.

                  


          

          


          
            	 	
                    This
                      Revised Framework shall determine certain matters relating
                      to the sale,
                      marketing, servicing, support and maintenance of JV Products
                      which are
                      currently being carried out through the following agents (each,
                      an
                      “Agent”
                      and collectively, the “Agents”)
                      in the following territories, for so long as each such Agent
                      continues to
                      serve as the agent for the JV Products in such
                      territory:

                  


          

          


          
            	 	
                    (i)

                  	
                    Europe
                      -
                      Orbotech SA;

                  


          

          


          
            	 	
                    (ii)

                  	
                    Far
                      East (not including Japan) -
                      Orbotech Pacific Ltd. and/or Orbotech Asia
                      Ltd.;

                  


          

          


          
            	 	
                    (iii)

                  	
                    Japan
                      - Orbotech
                      Japan Ltd.; and

                  


          

          


          
            	 	
                    (iv)

                  	
                    North
                      America - Orbotech
                      Inc. 

                  


          

          


          
            	
                    2.
                      

                  	
                    Agreement
                      with Agents

                  


          

           

          
          

          
            As
              soon
              as practicable hereafter, agreements will be signed between Frontline
              and each
              Agent (an “Agent
              Agreement”)
              which
              will provide, inter alia, for the following matters: 

          

           

          
            	
                    2.1

                  	
                    Agent
                      Employees.
                      Each Agent shall retain employees who will be solely engaged
                      in the sales,
                      marketing, servicing, support or maintenance of the JV Products
                      (the
                      “Agent
                      Employees”).
                      The initial number and titles of Agent Employees for a particular
                      calendar
                      year (defined as 1 January - 31 December) shall be set forth
                      in a Budget
                      (as defined below), and are subject to change, from time to
                      time, in
                      accordance with Section 4 below. Neither Frontline nor the
                      Company is, nor
                      shall they be deemed to be, an employer of the Agent Employees,
                      and the
                      Agent shall bear sole and exclusive responsibility in connection
                      with the
                      Agent Employees including but not limited to the salaries,
                      social benefits
                      and other rights of 

                  


          


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          2

           

           

          the
            Agent Employees. Without derogating from the above, each Agent shall
            immediately indemnify and hold Frontline and the Company harmless for
            any and
            all claims and/or demands addressed or lodged against Frontline and/or
            the
            Company in connection with the employer-employee relationship between
            such Agent
            and its Agent Employees or the alleged existence of any such employer-employee
            relationship between the Agent Employees and Frontline and/or the Company.
            For
            the avoidance of doubt, the above does not derogate from Frontline’s obligations
            pursuant to Section 4 below to participate in certain severance payments,
            all as
            provided for in Section 4 below.

           

          
            	
                    2.2

                  	
                    Revenue.
                      All income in connection with the sales, servicing, support
                      or maintenance
                      of the JV Products during any calendar quarter (the “Agent
                      Services”)
                      actually received by each Agent (excluding income in connection
                      with
                      automation services which are provided to Agents by third parties)
                      shall
                      be held in trust by the Agent in favor of Frontline and shall
                      be paid by
                      the same Agent to Frontline within thirty (30) days after the
                      end of such
                      calendar quarter. For the sake of clarification, no income
                      (commission or
                      fee etc.) may be retained, withheld or set-off by the Agent
                      from payments
                      to Frontline as aforesaid other than against any Fixed Costs
                      or Variable
                      Costs (as defined below) then due and payable, if any, from
                      Frontline to
                      such Agent. Frontline shall be responsible for all taxes or
                      other charges
                      with respect to such payments actually made to Frontline and
                      the Agent may
                      withhold any taxes or charges required to be withheld by applicable
                      law.
                      

                  


          

          


          
            	
                    2.3

                  	
                    Reports.
                      Each Agent shall furnish reports to Frontline upon the latter’s request
                      and at least once every calendar quarter, detailing the sales
                      of JV
                      Products during the previous calendar quarter including at
                      least the
                      following details: customer name, CO number, item, quantity,
                      selling
                      price, price net of warranty, warranty period, PO date and
                      revenue date,
                      and any problems encountered by the Agent in collecting delinquent
                      debts.

                  


          

          


          
            	
                    2.4

                  	
                    Audit.
                      Each Agent shall keep complete and accurate records pertaining
                      to the
                      Agent Services for a period of at least two (2) years from
                      the date of
                      each Agent Service. Frontline will be entitled to send a representative
                      reasonably acceptable to the Agent to examine the Agent’s records insofar
                      as they pertain to Agent Services, to determine, with respect
                      to any
                      calendar year, the accuracy of any report or payment made under
                      the
                      applicable Agent Agreement. Such audit may be conducted from
                      time to time,
                      upon at least fourteen (14) days advance written notice and
                      during normal
                      business hours. The Agent shall provide any such representative
                      of
                      Frontline with reasonable assistance in carrying out any such
                      examination.

                  


          

          


          
            	
                    2.5

                  	
                    Budget
                      and Agent Employee Cost Schedule.
                      The following documents shall be attached to each Agent Agreement:
                      

                  


          

          


          
            	 	
                    (i)

                  	
                    a
                      budget with respect to such Agent for the initial calendar
                      year, to be
                      updated annually according to the provisions of Section 3.1
                      hereunder; and
                      

                  


          

          


          
            	 	
                    (ii)

                  	
                    the
                      Agent Employee Cost Schedule (as defined below) with respect
                      to such
                      Agent, to be updated annually according to the provisions of
                      Section 4.1
                      hereunder.

                  


          

           

          
            	
                    3.

                  	
                    Budget
                      

                  


          

          


          
            	
                    3.1
                      

                  	
                    Approval
                      of Budget.
                      Prior to the end of each calendar year, Frontline, with the
                      approval of
                      the Board of Directors of the Company, and each Agent will
                      agree upon a
                      budget for the upcoming year (the “Budget”),
                      detailing at least the following with respect to each
                      Agent:

                  


          

          



          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          
             

            3

             

          

           

          
            	 	
                    (i)
                      

                  	
                    Fixed
                      Costs - meaning, the general and administrative costs and management
                      fee
                      to be paid by Frontline to the respective
                      Agent;

                  


          

          


          
            	 	
                    (ii)

                  	
                    Variable
                      Costs - meaning, the aggregate costs for the Agent Employees
                      to be engaged
                      by the Agent.

                  


          

          


          The
            2002
            budget is attached hereto as Exhibit
            A.

          


          
            	
                    3.2

                  	
                    Extension
                      of Budget.
                      To
                      the extent that the Budget for a specific year has not been
                      agreed upon by
                      1 January of such year, the Budget from the previous year shall
                      continue
                      to apply, mutatis
                      mutandis,
                      until such time as the Budget for such year has been so agreed
                      and
                      approved but in any event, for a period of not more than three
                      months from
                      the beginning of such year. To the extent that no Budget has
                      been agreed
                      by the end of such three month period, the provisions of Section
                      5 shall
                      apply. 

                  


          

          


          
            	
                    3.3

                  	
                    Payments.
                      Frontline will pay each Agent the Fixed Costs and the Variable
                      Costs.
                      Payments by Frontline to the Agents on account of the Fixed
                      Costs pursuant
                      to the Budget will be made prior to the first day of each calendar
                      quarter
                      with respect to the Budget for such quarter. Payments by Frontline
                      to the
                      Agents on account of the Variable Costs pursuant to the Budget
                      will be
                      made within thirty (30) days after the end of each calendar
                      quarter with
                      respect to the Budget for such quarter.


                  


          

          


          
            	
                    4.

                  	
                    Agent
                      Employee Changes  

                  


          

          


          
            	
                  	
                    4.1

                  	
                    Agent
                      Employee Cost Schedule.
                      Frontline and the PCB division of Orbotech will agree annually,
                      as part of
                      the Budget for each year, as to the cost of each Agent Employee,
                      on a
                      territory-by-territory basis, according to the specified job
                      title held by
                      him/her (the “Agent
                      Employee Cost Schedule”).
                      The Agent Employee Cost Schedule will be reviewed and revised
                      (and updated
                      as necessary) concurrently with the approval of the annual
                      Budget pursuant
                      to Section 3.1 above.

                  


          

          


          
            	
                    4.2

                  	
                    Increase
                      in number of Agent Employees at the request of Frontline.
                      Subject to Sections 4.3 and 4.6 below, Frontline may, from
                      time to time,
                      request in writing that an Agent employ further Agent Employees
                      (a
                      “Hiring
                      Notice”).
                      The Hiring Notice shall state the number of additional employees
                      requested
                      to be employed, their positions, and any other requirements
                      of Frontline
                      with respect thereto. The Agent shall use reasonable commercial
                      efforts to
                      locate and employ such additional Agent Employees as soon as
                      practicable
                      subject to obtaining Frontline’s approval as to the identity of any such
                      employees. Commencing upon the first day of employment of such
                      additional
                      Agent Employees, the Variable Costs of the relevant Agent shall
                      be
                      increased by, and include (and Frontline shall accordingly
                      thereafter pay,
                      as provided in Section 3.3 above) the amount set forth in the
                      Agent
                      Employee Cost Schedule according to the position held by such
                      employees
                      (“Budget
                      Increase”).
                      In the event the relevant Agent Employee Cost Schedule does
                      not provide
                      for an employee of such title, Frontline and the relevant Agent
                      shall
                      agree upon the cost of such employee and amend the Agent Employee
                      Cost
                      Schedule accordingly.

                  


          

          


          
            	
                    4.3

                  	
                    Director
                      Approval for Hiring Notices.
                      Frontline shall obtain the prior written consent of the Board
                      of Directors
                      of the Company before issuing a Hiring Notice to an Agent,
                      if the
                      aggregate Budget Increase in connection with Hiring Notices
                      sent by
                      Frontline during the applicable calendar year (including the
                      proposed
                      Hiring Notice) would increase the aggregate


                  


          


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          
             

            4

          

           

           

          Variable
            Cost component of the applicable annual Budget with respect to
            all Agents, by an amount greater than 10%.

           

          
            	
                    4.4

                  	
                    Decrease
                      in number of Agent Employees at the request of Frontline.
                      Subject to Sections 4.5 and 4.6 below, Frontline may, from
                      time to time,
                      request in writing that an Agent decrease the number of Agent
                      Employees
                      retained to provide Agent Services (a “Dismissal
                      Notice”).
                      The Dismissal Notice shall set forth the number and position
                      of the
                      employees and the requested date of their cessation of provision
                      of Agent
                      Services. Frontline shall be entitled to request the cessation
                      of
                      provision of Agent Services by any specific employee (in which
                      case, if
                      requested by the Agent, Frontline will explain the reasons
                      for the request
                      and the parties will discuss the request, it being understood
                      and agreed
                      that the Agent will determine whether or not to accept the
                      request). This
                      type of request will not be deemed a Dismissal Notice. The
                      Variable Costs
                      of an Agent shall be reduced by the amount set forth in the
                      relevant Agent
                      Employee Cost Schedule for the employees who are subject to
                      the Dismissal
                      Notice, or who are dismissed pursuant to a specific request
                      as aforesaid,
                      according to the position held by him/her (“Budget
                      Reduction”),
                      effective as follows:

                  


          

          


          
            	 	
                    (i)

                  	
                    With
                      respect to Agent Employees whose employment is terminated by
                      the Agent
                      (upon Frontline’s request whether pursuant to a Dismissal Notice or in
                      response to a specific request as aforesaid), the Budget Reduction
                      shall
                      be effective beginning as of the day following the actual termination
                      of
                      employment of such employee, and, if termination is pursuant
                      to a
                      Dismissal Notice, in any event not more than 60 days (or a
                      longer period,
                      if mandated by law) after the requested date of cessation of
                      provision of
                      Agent Services for such employee(s) set forth in the relevant
                      Dismissal
                      Notice. 

                  


          

          


          
            	 	 	
                    If
                      severance payments are required to be paid by law to such Agent
                      Employees,
                      or are payable to such Agent Employees in accordance with the
                      Agent’s
                      customary practice, in connection with their termination of
                      employment,
                      Frontline shall pay the Agent its proportional amount of such
                      payments, to
                      the extent such payments have not been fully funded by the
                      Variable Costs
                      pursuant to the Budget. Frontline’s proportional amount shall be
                      calculated by dividing (x) the period commencing on the later
                      of (a)
                      November 3, 1998 and (b) the date such employee commenced his
                      employment
                      with the Agent as an Agent Employee, and
                      ending on the termination of employment of the Agent Employee
                      by (y) the
                      entire period of employment of the Agent Employee with the
                      Agent (the
                      “Frontline
                      Proportional Severance Amount”);
                      and

                  


          

          


          
            	 	
                    (ii)

                  	
                    With
                      respect to Agent Employees whose dismissal is requested by
                      Frontline
                      pursuant to a Dismissal Notice and whose employment is not
                      terminated by
                      the Agent, the Budget Reduction shall be effective upon the
                      actual day the
                      Agent Employee ceases to provide Agent Services, and in any
                      event not more
                      than 60 days after the requested date of cessation of provision
                      of Agent
                      Services for such employee(s) set forth in the relevant Dismissal
                      Notice
                      (the “Reduction
                      Date”).
                      With respect to Agent Employees whose dismissal is requested
                      by Frontline
                      pursuant to a specific request as set forth above, and whose
                      employment is
                      not terminated by the Agent but who ceases to provide Agent
                      Services, the
                      Reduction Date shall be the actual date such Agent Employee
                      ceases to
                      provide Agent Services. 

                  


          

          


          
            	 	 	
                    In
                      such cases, the Agent shall compute the Frontline Proportional
                      Severance
                      Amount which would have been payable pursuant to Sub-section
                      (i) above (if
                      any), had such employee’s employment been terminated by the Agent on the
                      Reduction Date, and shall notify Frontline in writing of such
                      amount (the
                      “Severance
                      Amount Notice”).
                      If 

                  


          


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          
             

            5

          

           

           

          severance
            payments are subsequently actually paid by the Agent (or any
            other entity related to Orbotech in the event that such employee’s employment is
            assumed by such other entity) to the relevant employee in the future
            whether
            pursuant to law or in accordance with the Agent’s or such other entity’s
            customary practice, then Frontline shall promptly pay the Agent (or such
            other
            entity), upon the first demand therefor, the amount stated in the Severance
            Amount Notice.

           

          
            	
                    4.5

                  	
                    Director
                      Approval for Dismissal Notices.
                      Frontline shall obtain the prior written consent of the Board
                      of Directors
                      of the Company, before issuing a Dismissal Notice to an Agent,
                      if:

                  


          

          


          
            	 	
                    (a)

                  	
                    the
                      Dismissal Notice requests the dismissal of all of the Agent
                      Employees then
                      being employed by such Agent (and therefore would have the
                      practical
                      effect of terminating Frontline’s operations with such Agent);
                      or

                  


          

          


          
            	 	
                    (b)

                  	
                    the
                      aggregate Budget Reductions in connection with Dismissal Notices
                      sent by
                      Frontline during the applicable calendar year (including the
                      proposed
                      Dismissal Notice) would reduce the aggregate Variable Cost
                      component of
                      the applicable Budget, with respect to all Agents, by an amount
                      greater
                      than 30%.

                  


          

          


          
            	
                    4.6

                  	
                    Orbotech
                      Approval for Hiring Notices and Dismissal
                      Notices

                  


          

           

          Frontline
            shall be required to obtain the written approval of the PCB division
            of
            Orbotech:

          


          
            	 	
                    (a)

                  	
                    Prior
                      to sending a Hiring Notice to an Agent, if Frontline has sent
                      a Dismissal
                      Notice to such Agent during the preceding six month period
                      with respect to
                      an Agent Employee in the same position as an employee who is
                      the subject
                      of the Hiring Notice; 

                  


          

          


          
            	 	
                    (b)

                  	
                    Prior
                      to sending a Dismissal Notice to an Agent, if Frontline has
                      sent a Hiring
                      Notice to such Agent during the preceding six month period
                      with respect to
                      an Agent Employee in the same position as an employee who is
                      the subject
                      of the Dismissal Notice.

                  


          

          


          
            	
                    4.7

                  	
                    Decrease
                      in number of Agent Employees at the request of the Agent.
                      The Agent may, upon at least one months’ prior notice and with the written
                      authorization of the PCB division of Orbotech, notify Frontline
                      of its
                      intention to dismiss Agent Employees (“Agent
                      Dismissal Notice”).
                      The Agent Dismissal Notice shall detail the name, number and
                      position of
                      the employees to be dismissed, the anticipated date of termination
                      of
                      employment and the reason for dismissal. The Variable Costs
                      of such Agent
                      shall be reduced by the amount set forth in the relevant Agent
                      Employee
                      Cost Schedule for the employee(s), beginning as of the day
                      following the
                      actual date of termination of employment of such Agent Employee(s).
                      Notwithstanding the foregoing, an Agent may terminate an Agent
                      Employee’s
                      employment immediately, without prior notice or PCB division
                      approval, in
                      the event that the Agent Employee’s employment is terminated for “cause”,
                      as customarily defined. In such event, the Agent shall notify
                      Frontline
                      promptly and in writing of such dismissal and the circumstances
                      thereof.
                      If severance payments are required to be paid by law to such
                      Agent
                      Employees, or are payable to such Agent Employees in accordance
                      with the
                      Agent’s customary practice, in connection with their termination
                      of
                      employment, and unless Frontline expressly objects to the dismissal
                      of
                      such Agent Employee (and provides a reasonable justification
                      to the Agent
                      for such objection), Frontline shall pay the Agent the Frontline
                      Proportional Severance  

                  


          


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          
             

            6

             

          

           

          Amount
            with respect to such Agent Employee, to the extent such payments
            have not been fully funded by the Variable Costs pursuant to the
            Budget.

           

          
            	
                    5.

                  	
                    Miscellaneous

                  


          

          


          
            	 	
                    Notwithstanding
                      any of the above, (i) upon the failure of the parties to agree
                      to a Budget
                      within the three month period set forth in Section 3.2 above,
                      or (ii)
                      should either Orbotech or Valor, in their absolute discretion,
                      inform the
                      other party and Frontline by written notice of its desire to
                      terminate
                      this Revised Framework, then this Revised Framework (including
                      the payment
                      structure contained herein and any Agent Agreements entered
                      into based
                      hereon) shall terminate, and the marketing, sales, maintenance,
                      servicing,
                      customer support and payment structure contained in the JV
                      Agreement
                      (Appendix 7.1 (ii)) shall apply to the marketing, sales, servicing,
                      support and maintenance of JV Products by the Agents, effective
                      as set
                      forth in the following sentence. In such circumstances, unless
                      otherwise
                      agreed by Orbotech and Valor, this Revised Framework (including
                      the
                      payment structure contained herein and any Agent Agreements
                      entered into
                      based hereon) shall terminate and be of no further force and
                      effect as of
                      the close of business on: with respect to subsection (i) above,
                      March 31
                      of such year; and with respect to subsection (ii) above, the
                      last day of
                      the second full quarter following the date upon which the notice
                      was given
                      (e.g., on September 30, if notice was given during the first
                      quarter of
                      any year); after which the framework provided for in Appendix
                      7.1 (ii) of
                      the JV Agreement (including the marketing, sales, customer
                      support and
                      payment structure contained therein) shall apply to the marketing,
                      sales,
                      servicing, support and maintenance of JV Products by the Agents.