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 

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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:

            


    

    



    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (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


            


    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    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 

            


    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    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  

            


    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    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.
                

            


    


    
      
        
        

      

      
        6