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Exhibit 1.2

Effective 27/12/07

THE COMPANIES LAW, 5759  1999

A COMPANY LIMITED BY
SHARES

AMENDED AND RESTATED

ARTICLES OF ASSOCIATION

OF

# Retalix Ltd

# GENERAL PROVISIONS

1.     Definitions;
Interpretation

(a)       
          Companies Law  the Israeli Companies Law, 5759-1999 as
          the same shall be amended from time to time, or any other law which shall
          replace that Law, together with any amendments thereto, and regulations
          thereunder.

(b)       
          Companies Ordinance  those sections of the Israeli
          Companies Ordinance [New Version] 5743-1983, that shall remain in force after
          the date of the coming into effect of the Companies Law, as the same shall be
          amended from time to time.

(c)       
          Unless the subject or the context otherwise requires: words and expressions
          defined in the Companies Law and in the Companies Ordinance, as the case may be,
          shall have the same meanings herein; words and expressions importing the
          singular shall include the plural and vice versa; words and expressions
          importing the masculine gender shall include the feminine gender; and words and
          expressions importing persons shall include bodies corporate.

(d)       
          The captions in these Articles are for convenience only and shall not be deemed
          a part hereof or affect the construction of any provision hereof.

2.     Object and Purpose of
the Company

The
object and purpose of the Company shall be as set forth in the Companys Memorandum
of Association, as the same shall be amended from time to time in accordance with
applicable law.

3.     Limitation of Liability

The
liability of the shareholders of the Company is limited to the payment of the nominal
value of the shares in the Company allotted to them and which remains unpaid, and only
that amount.



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If
the Companys share capital shall include, at any time, shares without a nominal
value the shareholders liability in respect of such shares shall be limited to the
payment of up to 1.00 NIS for each such share allotted to them and which remains unpaid,
and only to that amount.

# SHARE CAPITAL

4.     Share Capital

The
share capital of the Company is 30,000,000 New Israeli Shekels (NIS thirty million)
divided into 30,000,000 (thirty million) Ordinary Shares of a nominal value of NIS 1.00
each (Ordinary Shares).

5.     Increase of Share
Capital

(a)       
          The Company may, by resolution of the shareholders approved by the holders of a
          simple majority of the voting power represented at a General Meeting in person
          or by proxy and voting thereon, whether or not all the shares then authorized
          have been issued, resolve to increase its share capital by the creation of new
          shares. Any such increase shall be in such amount and shall be divided into
          shares of such nominal amounts, and such shares shall confer such rights and
          preferences, and shall be subject to such restrictions, as such resolution shall
          provide.

(b)       
          Except to the extent otherwise provided in such resolution, such new shares
          shall be subject to all the provisions applicable to the shares of the original
          share capital.

6.     The Rights of Ordinary
Shares

The
Ordinary Shares confer upon the holders thereof all rights accruing to a shareholder of
the Company, as provided in these Articles, including, inter alia, the right to
receive notices of (in the manner proscribed in Articles 20 and 50 of these Articles), and
to attend, shareholder meetings of the shareholders; for each share held  the right
to one vote at all shareholders meetings for all purposes, and to share equally, on
a per share basis, in such dividends as may be declared by the Board of Directors in
accordance with the terms of these Articles and the Companies Law, and upon liquidation or
dissolution  in the assets of the Company legally available for distribution to
shareholders after payment of all debts and other liabilities of the Company, in
accordance with the terms of these Articles and applicable law. All Ordinary Shares rank
pari passu in all respects with each other.

7.     Special Rights;
Modifications of Rights

(a)       
          The Company may, by resolution of the shareholders approved by the holders of a
          simple majority of the voting power represented at a General Meeting in person
          or by proxy and voting thereon, provide for shares with such preferred or
          deferred rights or rights of redemption or other special rights and/or such
          restrictions, whether in regard to dividends, voting, repayment of share capital
          or otherwise, as may be stipulated in such resolution.

(b)       
          (i)     If at any time the share capital is divided into different classes of
          shares, the rights attached to any class, unless otherwise provided by these
          Articles, may be modified or abrogated by the Company, by Shareholders
          Resolution, subject to the sanction of a resolution passed by the holders of a
          simple majority of the shares of such class present and voting at a separate
          General Meeting of the holders of the shares of such class.

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| | (ii)        The
provisions of these Articles relating to General Meetings shall, mutatis
          mutandis, apply to any separate General Meeting of the holders of the
shares           of a particular class.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)        Unless
otherwise provided by these Articles, the enlargement of an existing           class of
shares, or the issuance of additional shares thereof, shall not be           deemed, for
purposes of this Article 7(b), to modify or abrogate the rights           attached
to the previously issued shares of such class or of any other class.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

8.     Consolidation,
Subdivision, Cancellation and Reduction of Share Capital

(a)       
          The Company may (subject, however, to the provisions of Article 7(b) hereof
          and to applicable law), by resolution of the Companys shareholders:

| | (i)        consolidate
and divide all or any of its issued or unissued share capital into           shares of
larger nominal value than its existing shares,
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)        subdivide
its shares (issued or unissued) or any of them, into shares of smaller           nominal
value than is fixed by these Articles, and the resolution whereby any           share is
subdivided may determine that, as among the holders of the shares           resulting
from such subdivision, one or more of the shares may, as compared with           the
others, have any such preferred or deferred rights or rights of redemption           or
other special rights, or be subject to any such restrictions, as the Company
          has power to attach to unissued or new shares.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)        cancel
any shares which, at the date of the adoption of such resolution, have           not been
taken or agreed to be taken by any person, and diminish the amount of           its share
capital by the amount of the shares so cancelled, or
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iv)        reduce
its share capital in any manner, and with and subject to any incident
          authorized, and consent required, by law.
| | --------------------------------------------------------------------------------------------------------------------------------------------

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

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

| | (ii)        allot,
in contemplation of or subsequent to such consolidation or other action,           such
shares or fractional shares sufficient to preclude or remove fractional           share
holdings;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)        redeem,
in the case of redeemable preference shares, and subject to applicable           law,
such shares or fractional shares sufficient to preclude or remove           fractional
share holdings;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | (iv)        cause
the transfer of fractional shares by certain shareholders of the Company           to
other shareholders thereof so as to most expediently preclude or remove any
          fractional shareholdings, and cause the transferees to pay the transferors the
          fair value of fractional shares so transferred, and the Board of Directors is
          hereby authorized to act as agent for the transferors and transferees with
power           of substitution for purposes of implementing the provisions of this
          sub-Article 8(b)(iv).
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(c)       
          The notice of a General Meeting with respect to the adoption of a resolution
          under Article 8(a) above, shall specify the actions to be adopted by the Board
          of Directors under Article 8(b) above.

# SHARES

9.     Issuance of Share
Certificates; Replacement of Lost Certificates

(a)       
          Share certificates of issued shares shall, if issued, be issued under the seal
          of the rubber stamp of the Company and shall bear the signatures of 1 Director,
          or of any other person or persons authorized thereto by the Board of Directors.

(b)       
          Each shareholder shall be entitled to one numbered certificate for all the
          shares of any class registered in his name, and if reasonably requested by such
          shareholder, to several certificates, each for one or more of such shares.

(c)       
          A share certificate registered in the names of two or more persons shall be
          delivered to the person first named in the Register of Shareholders in respect
          of such co-ownership.

(d)       
          If a share certificate is defaced, lost or destroyed, it may be replaced, upon
          payment of such fee, and upon the furnishing of such evidence of ownership and
          such indemnity or security, as the Board of Directors may think fit.

10.     Allotment of Shares

The
unissued shares shall be under the control of the Board of Directors, who shall have the
power to allot shares or otherwise dispose of them to such persons, on such terms and
conditions, and either at par or at a premium, or, subject to the provisions of the
Companies Law, at a discount, and at such times, as the Board of Directors may think fit,
and the power to grant to any person the option to acquire from the Company any shares,
either at par or at a premium, or, subject as aforesaid, at a discount, during such time
and for such consideration as the Board of Directors may think fit.

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10a.     Registered Holder

Except
as otherwise provided in these Articles, the Company shall be entitled to treat the
registered holder of any share as the absolute owner thereof, and, accordingly, shall not,
except as ordered by a court of competent jurisdiction, or as required by statute, be
bound to recognize any equitable or other claim to, or interest in such share on the part
of any other person.

11.     Calls on Shares;
Forfeiture and Surrender; Lien

(a)       
          The Board of Directors may, from time to time, make such calls as it may think
          fit upon a shareholder in respect of any sum unpaid in respect of shares held by
          such shareholder which is not, by the terms of allotment thereof or otherwise,
          payable at a fixed time, and each shareholder shall pay the amount of every call
          so made upon him (and of each installment thereof if the same is payable in
          installments), to the person(s) and at the time(s) and place(s) designated by
          the Board of Directors, as any such time(s) may be thereafter extended and/or
          such person(s) or place(s) changed. Unless otherwise stipulated in the
          resolution of the Board of Directors (and in the notice hereafter referred to),
          each payment in response to a call shall be deemed to constitute a pro rata
          payment on account of all shares in respect of which such call was made.

(b)       
          Notice of any call shall be given in writing to the shareholder(s) in question
          not less than fourteen (14) days prior to the time of payment, specifying the
          time and place of payment, and designating the person to whom such payment shall
          be made, provided, however, that before the time for any such payment, the Board
          of Directors may, by notice in writing to such shareholder(s), revoke such call
          in whole or in part, extend such time, or alter such person and/or place. In the
          event of a call payable in installments, only one notice thereof need be given.

(c)       
          If, by the terms of allotment of any share or otherwise, any amount is made
          payable at any fixed time, every such amount shall be payable at such time as if
          it were a call duly made by the Board of Directors and of which due notice had
          been given, and all the provisions herein contained with respect to such calls
          shall apply to each such amount.

(d)       
          The joint holders of a share shall be jointly and severally liable to pay all
          calls in respect thereof and all interest payable thereon.

(e)       
          Any amount unpaid in respect of a call shall bear interest from the date on
          which it is payable until actual payment thereof, at such rate (not exceeding
          the then prevailing debitory rate charged by leading commercial banks in
          Israel), and at such time(s) as the Board of Directors may prescribe.

(f)       
          Upon the allotment of shares, the Board of Directors may provide for differences
          among the allottees of such shares as to the amount of calls and/or the times of
          payment thereof.

(g)       
          If any shareholder fails to pay any amount payable in respect of a call, or
          interest thereon as provided for herein, on or before the day fixed for payment
          of the same, the Company, by resolution of the Board of Directors, may at any
          time thereafter, so long as the said amount or interest remains unpaid, forfeit
          all or any of the shares in respect of which said call had been made. Any
          expense incurred by the Company in attempting to collect any such amount or
          interest, including, inter alia, attorneys fees and costs of suit,
          shall be added to, and shall, for all purposes (including the accrual of
          interest thereon), constitute a part of the amount payable to the Company in
          respect of such call.

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(h)       
          Upon the adoption of a resolution of forfeiture, the Board of Directors shall
          cause notice thereof to be given to such shareholder, which notice shall state
          that, in the event of the failure to pay the entire amount so payable within a
          period stipulated in the notice (which period shall not be less than fourteen
          (14) days and which may be extended by the Board of Directors), such shares
          shall be ipso factoforfeited, provided, however, that, prior to the
          expiration of such period, the Board of Directors may nullify such resolution of
          forfeiture, but no such nullification shall stop the Board of Directors from
          adopting a further resolution of forfeiture in respect of the non-payment of the
          same amount.

(i)       
          Whenever shares are forfeited as herein provided, all dividends theretofore
          declared in respect thereof and not actually paid shall be deemed to have been
          forfeited at the same time.

(j)       
          The Company, by resolution of the Board of Directors, may accept the voluntary
          surrender of any share.

(k)       
          Any share forfeited or surrendered as provided herein shall become the property
          of the Company, and the same, subject to the provisions of these Articles, may
          be sold, re-allotted or otherwise disposed of as the Board of Directors thinks
          fit.

(l)       
          Any shareholder whose shares have been forfeited or surrendered shall cease to
          be a shareholder in respect of the forfeited or surrendered shares, but shall,
          notwithstanding, be liable to pay, and shall forthwith pay, to the Company, all
          calls, interest and expenses owing upon or in respect of such shares at the time
          of forfeiture or surrender, together with interest thereon from the time of
          forfeiture or surrender until actual payment, at the rate prescribed in
          Article 11(e) above, and the Board of Directors, in its discretion, may
          enforce the payment of such moneys, or any part thereof, but shall not be under
          any obligation to do so. In the event of such forfeiture or surrender, the
          Company, by resolution of the Board of Directors, may accelerate the date(s) of
          payment of any or all amounts then owing by the shareholder in question (but not
          yet due) in respect of all shares owned by such shareholder, solely or jointly
          with another, and in respect of any other matter or transaction whatsoever.

(m)       
          The Board of Directors may at any time, before any share so forfeited or
          surrendered shall have been sold, re-allotted or otherwise disposed of, nullify
          the forfeiture or surrender on such conditions as it thinks fit, but no such
          nullification shall stop the Board of Directors from re-exercising its powers of
          forfeiture pursuant to this Article 11.

(n)       
          Except to the extent the same may be waived or subordinated in writing, to the
          extent permitted by applicable law, the Company shall have a first and paramount
          lien upon all the shares registered in the name of each shareholder (without
          regard to any equitable or other claim or interest in such shares on the part of
          any other person), and upon the proceeds of the sale thereof, for his debts or
          other liabilities to the Company in respect of any unpaid or partly paid share,
          whether the period for the payment, fulfillment or discharge thereof shall have
          actually arrived or not. Such lien shall extend to all dividends from time to
          time declared in respect of such share. Unless otherwise provided, the
          registration by the Company of a transfer of shares shall be deemed to be a
          waiver on the part of the Company of the lien (if any) existing on such shares
          immediately prior to such transfer.

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(o)       
          The Board of Directors may cause the Company to sell any shares subject to such
          lien when any such debt, liability or engagement has matured, in such manner as
          the Board of Directors may think fit, but no such sale shall be made unless such
          debt, liability or engagement has not been satisfied within fourteen (14) days
          after written notice of the intention to sell shall have been served on such
          shareholder, his executors or administrators.

(p)       
          The net proceeds of any such sale, after payment of the costs thereof, shall be
          applied in or toward satisfaction of the debts, liabilities or engagements of
          such shareholder (whether or not the same have matured), or any specific part of
          the same (as the Company may determine), and the residue (if any) shall be paid
          to the shareholder, his executors, administrators or assigns.

11a.    
          The Company may, subject to applicable law, issue redeemable shares and redeem
          the same.

# TRANSFER OF SHARES

12.     Effectiveness and
Registration

No
transfer of shares shall be registered in the Register of Shareholders unless a proper
instrument of transfer (in form and substance satisfactory to the Board of Directors) has
been submitted to the Company, together with such other evidence of title as the Board of
Directors may reasonably require. Until the transferee has been registered in the Register
of Shareholders in respect of the shares so transferred, the Company may continue to
regard the transferor as the owner thereof.

# TRANSMISSION OF SHARES

13.     Decedents Shares

(a)       
          In case of a share registered in the names of two or more holders established by
          law, the Company may recognize the survivor(s) as the sole owner(s) thereof
          unless and until the provisions of Article 13(b) have been effectively
          invoked.

(b)       
          Any person becoming entitled to a share in consequence of the death of any
          person, upon producing evidence of the grant of probate or letters of
          administration or declaration of succession (or such other evidence as the Board
          of Directors may reasonably deem sufficient that he sustains the character in
          respect of which he proposes to act under this Article or of his title), shall
          be registered as a shareholder in respect of such share, or may, subject to the
          regulations as to transfer herein contained, transfer such share.

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14.     Receivers and
Liquidators

(a)       
          The Company may recognize the receiver, liquidator or similar official of any
          corporate shareholder in winding-up or dissolution, or the receiver, trustee or
          similar official in bankruptcy or in connection with the reorganization of any
          shareholder, as being entitled to the shares registered in the name of such
          shareholder.

(b)       
          The receiver, liquidator or similar official of a corporate shareholder in
          winding-up or dissolution, or the receiver, trustee or similar official in
          bankruptcy or in connection with the reorganization of any shareholder, upon
          producing such evidence as the Board of Directors may deem sufficient that he
          sustains the character in respect of which he proposes to act under this Article
          or of his title, shall with the consent of the Board of Directors (which the
          Board of Directors may grant or refuse in its absolute discretion), be
          registered as a shareholder in respect of such shares in the Register of
          Shareholders, or may, subject to the regulations as to transfer herein
          contained, transfer such shares.

# RECORD DATE WITH
RESPECT TO OWNERSHIP OF SHARES

15.     Record Date for
General Meetings

The
shareholders entitled to receive notice of, to participate in and to vote thereon at a
General Meeting, or to express consent to or dissent from any corporate action in writing,
shall be the shareholders on the date set in the resolution of the Board of Directors to
convene the General Meeting, provided that, such date shall not be earlier than twenty-one
(21) days prior to the date of the General Meeting and not later than four (4) days prior
to the date of such General Meeting, or different periods as shall be permitted by law. A
determination of shareholders of record with respect to a General Meeting shall apply to
any adjournment of such meeting.

16.     Record Date for
Distribution of Dividends

The
shareholders entitled to receive dividends shall be the shareholders on the date upon
which it was resolved to distribute the dividend or at such later date as shall be
provided in the resolution in question.

# GENERAL MEETINGS

17.     Annual General Meeting

An
Annual General Meeting shall be held once in every calendar year at such time (within a
period of not more than fifteen (15) months after the last preceding Annual General
Meeting) and at such place either within or without the State of Israel as may be
determined by the Board of Directors.

18.     Special General
Meeting

All
General Meetings other than Annual General Meetings shall be called Special
General Meetings. The Board of Directors may, whenever it thinks fit, convene a
Special General Meeting at such time and place, within or without the State of Israel, as
may be determined by the Board of Directors, and shall be obliged to do so upon
requisition in writing in accordance with the Companies Law.

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19.     Powers of the General
Meeting

Subject
to the provisions of the Companies Law and of these Articles, the resolutions in respect
to the following matters shall be adopted by the shareholders in a General Meeting:

(a)       
          Amendments to the Articles, as set forth in Section 20 of the Companies Law.

(b)       
          Exercise of the authorities of the Board of Directors in accordance with the
          provisions of Section 52(a) of the Companies Law.

(c)       
          Appointment of the outside auditor(s) of the Company, the determination of
          its/their terms of engagement with the Company and termination of its/their
          engagement with the Company, all in accordance with the provisions of Sections
          154-167 of the Companies Law.

(d)       
          Appointment of independent (external) Directors in accordance with
          the provisions of Section 239 of the Companies Law (Independent
          Directors).

(e)       
          Approval of actions and transactions that require the approval of the
          shareholders in a General Meeting pursuant to Sections 255 and 268-275 of the
          Companies Law.

(f)       
          An increase and a decrease of the authorized share capital of the Company,
          pursuant to Sections 286 and 287 of the Companies Law.

(g)       
          A merger, as set forth in Section 320(a) of the Companies Law.

20.     Notice of General
Meetings

(a)       
          Not less than twenty-one (21) days prior notice shall be given of every
          General Meeting, provided, however, if the Companies Law or regulations
          promulgated thereunder permit a shorter time period, then such shorter notice
          period shall be sufficient for purposes of this Article. Notice shall be deemed
          given, upon sending the relevant notice to the shareholders. Each such notice
          shall specify the place, the date and hour of the meeting and the general nature
          of each item to be acted upon thereat. Notice shall be given to all shareholders
          who would be entitled to attend and vote at such meeting, if it were held on the
          date when such notice is issued. Anything herein to the contrary
          notwithstanding, with the consent of all shareholders entitled to vote thereon,
          a resolution may be proposed and passed at such meeting although a lesser notice
          than hereinabove prescribed has been given.

(b)       
          The accidental omission to give notice of a meeting to any shareholder, or the
          non-receipt of notice sent to such shareholder, shall not invalidate the
          proceedings at such meeting.

(c)       
          Notwithstanding anything to the contrary in this Article 20, and subject to any
          applicable stock exchange rules or regulations, notice by the Company of a
          General Meeting which is published in two daily newspapers in Israel, if at all,
          shall be deemed to have been duly given on the date of such publication to any
          shareholder whose address as listed in the Register of Shareholders (or as
          designated in writing for the receipt of notices and other documents) is located
          in the State of Israel, and notice by the Company of a General Meeting which is
          published in one daily newspaper in New York, New York, U.S.A. or in one
          international wire service shall be deemed to have been duly given on the date
          of such publication to any shareholder whose address as registered in the
          Register of Shareholders (or as designated in writing for the receipt of notices
          and other documents) is located outside Israel.

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# PROCEEDINGS AT GENERAL
MEETINGS

21.     Quorum

(a)       
          Two or more shareholders present in person or by proxy and holding shares
          conferring in the aggregate twenty five percent (25%) or more of the voting
          power of the Company (or any higher percentage which may be required under
          applicable rules or regulations), shall constitute a quorum at General Meetings.

(b)       
          If within half an hour from the time appointed for the meeting a quorum is not
          present, if convened upon requisition under Sections 63, 64 or 65 of the
          Companies Law, the meeting shall be dissolved, but in any other case it shall
          stand adjourned to the same day in the next week, at the same time and place, or
          to such day and at such time and place as specified in the notice of such
          meeting or as the Chairman may determine with the consent of the holders of a
          simple majority of the voting power represented at the meeting in person or by
          proxy and voting on the question of adjournment. At such adjourned meeting, any
          two (2) shareholders (not in default as aforesaid) present in person or by
          proxy, shall constitute a quorum.

(c)       
          No business shall be transacted at a General Meeting, or at any adjournment
          thereof, unless the requisite quorum is present when the meeting proceeds to
          business.

22.     Chairman

The
Chairman, if any, of the Board of Directors shall preside as Chairman at every General
Meeting of the Company. If there is no such Chairman, or if at any meeting he is not
present within fifteen (15) minutes after the time fixed for holding the meeting or is
unwilling to act as Chairman, the shareholders present shall choose someone among
themselves to be Chairman. The office of Chairman shall not, by itself, entitle the holder
thereof to vote at any General Meeting nor shall it entitle such holder to a second or
casting vote (without derogating, however, from the rights of such Chairman to vote as a
shareholder or proxy of a shareholder if, in fact, he is also a shareholder or such
proxy).

23.     Adoption of
Resolutions at General Meetings

(a)       
          Unless otherwise specifically provided in these Articles or under applicable
          law, all resolutions submitted to the shareholders shall be deemed adopted if
          approved by the holders of a simple majority of the voting power represented at
          the meeting in person or by proxy and voting thereon.

(b)       
          Every question submitted to a General Meeting shall be decided by a show of
          hands.

(c)       
          A declaration by the Chairman of the meeting that a resolution has been carried
          unanimously, or carried by a particular majority, or lost, and an entry to that
          effect in the minute book of the Company, shall be prima facie evidence
          of the fact without proof of the number or proportion of the votes recorded in
          favor of or against such resolution.

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24.     Power to Adjourn

(a)       
          The Chairman of a General Meeting at which a quorum is present may, with the
          consent of the holders of a simple majority of the voting power represented in
          person or by proxy and voting on the question of adjournment (and shall if so
          directed by the meeting), adjourn the meeting from time to time and from place
          to place, but no business shall be transacted at any adjourned meeting except
          business which might lawfully have been transacted at the meeting as originally
          called.

(b)       
          It shall not be necessary to give any notice of an adjournment under Article
          24(a), unless the meeting is adjourned for more than twenty-one (21) days in
          which event notice thereof shall be given in the manner required for the meeting
          as originally called.

25.     Voting Power

Subject
to any provision hereof conferring special rights as to voting, or restricting the right
to vote, every shareholder shall have one vote for each share held by him of record, on
every resolution.

26.     Voting Rights

(a)       
          The shareholders entitled to vote at a General Meeting shall be the shareholders
          listed in the Companys Register of Shareholders on the record date, as
          specified in Article 15.

(b)       
          A company or other corporate body being a shareholder of the Company may, by
          resolution of its directors or any other managing body thereof, authorize any
          person to be its representative at any meeting of the Company. Any person so
          authorized shall be entitled to exercise on behalf of such shareholder all the
          power which the latter could have exercised if it were an individual
          shareholder. Upon the request of the Chairman of the meeting, written evidence
          of such authorization (in form acceptable to the Chairman) shall be delivered to
          him.

(c)       
          Any shareholder entitled to vote may vote either personally or by proxy (who
          need not be a shareholder of the Company), or, if the shareholder is a company
          or other corporate body, by a representative authorized pursuant to
          Article 26(b).

(d)       
          If two or more persons are registered as joint holders of any share, the vote of
          the senior who tenders a vote, in person or by proxy, shall be accepted to the
          exclusion of the vote(s) of the other joint holder(s); and for this purpose
          seniority shall be determined by the order in which the names stand in the
          Register of Shareholders.

(e)       
          No shareholders shall be entitled to vote at any General Meeting (or be counted
          as a part of the quorum thereat), unless all calls and other sums then payable
          by him in respect of his shares in the Company have been paid.

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# PROXIES

27.     Instrument of
Appointment

(a)       
          The instrument appointing a proxy shall be in writing and shall be in any usual
          or common form or in such other form as may be approved by the Board of
          Directors. It shall be duly signed by the appointor or, if such appointor is a
          company or other corporate body, under its common seal or stamp or the hand of
          its duly authorized agent(s) or attorney(s).

(b)       
          The instrument appointing a proxy (and the power of attorney or other authority,
          if any, under which such instrument has been signed) shall be delivered to the
          Company (at its Registered Office, or at its principal place of business or at
          the offices of its transfer agent or at such other place as the Board of
          Directors may specify) not less than forty-eight (48) hours (or such shorter
          period as may be determined by the Board of Directors) before the time fixed for
          the meeting at which the person named in the instrument proposes to vote.

(c)       
          For as long as any of the Companys securities are publicly traded on a
          U.S. market or exchange, all proxy solicitations by persons other than the Board
          of Directors shall be undertaken pursuant to the U.S. Proxy Rules, whether or
          not applicable to the Company under U.S. law.

28.    
          Effect of Death of Appointor or Revocation of Appointment

A
vote cast pursuant to an instrument appointing a proxy shall be valid notwithstanding the
previous death of the appointing shareholder (or of his attorney-in-fact, if any, who
signed such instrument), or the revocation of the appointment or the transfer of the share
in respect of which the vote is cast, provided no written notification of such death,
revocation or transfer shall have been received by the Company or by the Chairman of the
meeting before such vote is cast, and provided, further, that the appointing shareholder,
if present in person at said meeting, may revoke the appointment by means of a writing,
oral notification to the Chairman, or otherwise.

# BOARD OF DIRECTORS

29.     Powers of Board of
Directors

(a)        In
General

The
management of the business of the Company shall be vested in the Board of Directors, which
may exercise all such powers and do all such acts and things as the Company is authorized
to exercise and do, and are not hereby or by law required to be exercised or done by the
Company in a General Meeting. The authority conferred on the Board of Directors by this
Article 29 shall be subject to the provisions of the Companies Law, of these Articles
and any regulation or resolution consistent with these Articles adopted from time to time
by the Company in a General Meeting, provided, however, that no such regulation or
resolution shall invalidate any prior act done by or pursuant to a decision of the Board
of Directors which would have been valid if such regulation or resolution had not been
adopted.

- 12 -

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(b)        Borrowing
Power

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

(c)        Reserves

The
Board of Directors may, from time to time, set aside any amount(s) out of the profits of
the Company as a reserve or reserves for any purpose(s) which the Board of Directors, in
its absolute discretion, shall think fit, and may invest any sum so set aside in any
manner and from time to time deal with and vary such investments, and dispose of all or
any part thereof, and employ any such reserve or any part thereof in the business of the
Company without being bound to keep the same separate from other assets of the Company,
and may subdivide or redesignate any reserve or cancel the same or apply the funds therein
for another purpose, all as the Board of Directors may from time to time think fit.

30.     Exercise of Powers of
Directors

(a)       
          A meeting of the Board of Directors at which a quorum is present shall be
          competent to exercise all the authorities, powers and discretion vested in or
          exercisable by the Board of Directors, whether in person or by any other means
          by which the Directors may hear each other simultaneously.

(b)       
          A resolution proposed at any meeting of the Board of Directors shall be deemed
          adopted if approved by a simple majority of the Directors then in office who are
          lawfully entitled to participate in the meeting and vote thereon and present
          when such resolution is put to a vote and voting thereon. In the event of a
          tie-vote the Chairman of the Board shall not have casting vote on such matter.

(c)       
          A resolution may be adopted by the Board of Directors without convening a
          meeting if all Directors then in office and lawfully entitled to participate in
          the meeting and vote thereon (as conclusively determined by the Chairman of the
          Audit Committee, and in the absence of such determination  by the Chairman
          of the Board of Directors) have given their consent (in any manner whatsoever)
          not to convene a meeting. Such a resolution shall bedeemed adopted if
          approved by a simple majority of the Directors then in office who are lawfully
          entitled to participate in the meeting and vote thereon (as determined as
          aforesaid). The Chairman of the Board shall sign any resolutions so adopted,
          including the decision to adopt said resolutions without a meeting.

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31.     Delegation of Powers

(a)       
          The Board of Directors may, subject to the provisions of the Companies Law,
          delegate any or all of its powers to committees, each consisting of two or more
          persons (all of whose members must be Directors), and it may from time to time
          revoke such delegation or alter the composition of any such committee. Any
          committee so formed (in these Articles referred to as a Committee of
          the Board of Directors), shall, in the exercise of the powers so
          delegated, conform to any regulations imposed on it by the Board of Directors.
          The meetings and proceedings of any such Committee of the Board of Directors
          shall, mutatis mutandis, be governed by the provisions herein contained
          for regulating the meetings of the Board of Directors, so far as not superseded
          by any regulations adopted by the Board of Directors under this Article. Unless
          otherwise expressly provided by the Board of Directors in delegating powers to a
          Committee of the Board of Directors, such Committee of the Board of Directors
          shall not be empowered to further delegate such powers.

(b)       
          Without derogating from the provisions of Article 42, the Board of
          Directors may, subject to the provisions of the Companies Law, from time to time
          appoint a Secretary to the Company, as well as officers, agents, employees and
          independent contractors, as the Board of Directors may think fit, and may
          terminate the service of any such person. The Board of Directors may, subject to
          the provisions of the Companies Law, determine the powers and duties, as well as
          the salaries and emoluments, of all such persons, and may require security in
          such cases and in such amounts as it thinks fit.

(c)       
          The Board of Directors may from time to time, by power of attorney or otherwise,
          appoint any person, company, firm or body of persons to be the attorney or
          attorneys of the Company at law or in fact for such purpose(s) and with such
          powers, authorities and discretions, and for such period and subject to such
          conditions, as it thinks fit, and any such power of attorney or other
          appointment may contain such provisions for the protection and convenience of
          persons dealing with any such attorney as the Board of Directors may think fit,
          and may also authorize any such attorney to delegate all or any of the powers,
          authorities and discretions vested in him.

32.     Number of Directors

Until
otherwise determined by resolution of the Companys shareholders, the Board of
Directors shall consist of not less than three (3) nor more than ten (10) Directors,
including two (2) Independent Directors.

33.     Election and Removal
of Directors

Directors
shall be elected at the Annual General Meeting by the vote of the holders of a simple
majority of the voting power represented at such meeting in person or by proxy and voting
on the election of directors, and each director shall serve, subject to Article 35 hereof,
and with respect to a Director appointed pursuant to Article 34 hereof, subject to such
Article, until the next Annual General Meeting following the Annual General Meeting at
which such Director was appointed, or his earlier removal pursuant to this Article 33. The
holders of a simple majority of the voting power represented at a General Meeting and
voting thereon shall be entitled to remove any Director(s) from office, to elect
director(s) in place of the Director(s) so removed or to fill any vacancy, however
created, on the Board of Directors, by resolution passed at a General Meeting.

- 14 -

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34.     Continuing Directors
in the Event of Vacancies

(a)       
          Notwithstanding the provisions of Article 33, any vacancy in the Board of
          Directors, however occurring, including a vacancy resulting from an enlargement
          of the board, may be filled by a vote of a simple majority of the directors then
          in office, even if less than quorum. A Director elected to fill a vacancy shall
          be elected to hold office until the next Annual General Meeting.

(b)       
          If the position of one or more Directors is vacated, the continuing Directors
          shall be entitled to act in every matter so long as their number is not less
          than the statutory minimum number required at the time. If, at any time, their
          number decreases below said statutory minimum number, they will not be entitled
          to act except in an emergency, and they may fill vacant positions on the Board
          of Directors pursuant to Article 34(a) herein or call a General Meeting of the
          Company for the purpose of electing Directors to fill any vacancies.

35.     Vacation of Office

(a)       
          The office of a Director shall be vacated, ipso facto, upon the
          occurrence of any of the following: (i) such Directors death, (ii) such
          Director is convicted of a crime as described in Section 232 of the Companies
          Law, (iii) such Director is removed by a court or law in accordance with Section
          233 or 247 of the Companies Law, (iv) such Director becomes legally incompetent,
          (v) if such Director is an individual, such Director is declared bankrupt, (vi)
          if such Director is a corporate entity, upon its winding-up, liquidation,
          whether voluntary or involuntary, or (vii) upon a resolution of the
          Companys shareholders, pursuant to Article 33 above.

(b)       
          The office of a Director shall be vacated by his written resignation. Such
          resignation shall become effective on the date fixed therein, or upon the
          delivery thereof to the Company, whichever is later.

36.     Remuneration of
Directors

Each
Director shall be paid remuneration by the Company for his services as Director as such
remuneration shall have been approved pursuant to the provisions of the Companies Law.

37.     Alternate Directors

(a)       
          A Director may, by written notice to the Company, appoint an alternate for
          himself (in these Articles referred to as Alternate
          Director), remove such Alternate Director and appoint another
          Alternate Director in place of any Alternate Director appointed by him whose
          office has been vacated for any reason whatsoever. Unless the appointing
          Director, by the instrument appointing an Alternate Director or by written
          notice to the Company, limits such appointment to a specified period of time or
          restricts it to a specified meeting or action of the Board of Directors, or
          otherwise restricts its scope, the appointment shall be for an indefinite
          period, and for all purposes.

(b)       
          Any notice given to the Company pursuant to Article 37(a) shall become
          effective on the date fixed therein, or upon the delivery thereof to the
          Company, whichever is later.

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(c)       
          An Alternate Director shall have all the rights and obligations of the Director
          who appointed him, provided, however, that he may not in turn appoint an
          alternate for himself, and provided further, that an Alternate Director shall
          have no standing at any meeting of the Board of Directors or any committee
          thereof while the Director who appointed him is present.

(d)       
          Any person that meets the qualifications of a director under the Companies Law
          may act as an Alternate Director. One person may not act as an Alternate
          Director for more than one Director, and except as otherwise specifically
          permitted by the Companies Law, a person serving as a director of the Company
          may not act as an Alternate Director.

(e)       
          An Alternate Director shall have the duties and responsibility of a Director.
          The appointment of an Alternate Director shall not negate the responsibility of
          the Director who appointed him.

(f)       
          The office of an Alternate Director shall be vacated under the circumstances,
          mutatis mutandis, set forth in Article 35(a), and such office shall
          ipso facto be vacated if the Director who appointed such Alternate
          Director ceases to be a Director.

(g)       
          Notwithstanding Article 37(a), except as otherwise specifically permitted by the
          Companies Law, no External Director (as such term is defined in the Companies
          Law) may appoint an Alternate Director.

# PROCEEDINGS OF THE
BOARD OF DIRECTORS

38.     Meetings

(a)       
          The Board of Directors may meet and adjourn its meetings according to the
          Companys needs but at least once in every three (3) months, and otherwise
          regulate such meetings and proceedings as the Directors think fit. Meetings of
          the Board of Directors may be held telephonically or by any other means of
          communication provided that each Director participating in such meeting can hear
          and be heard by all other Directors participating in such meeting.

(b)       
          Any two (2) Directors may at any time convene a meeting of the Board of
          Directors, but not less than seventy-two (72) hours notice (oral or
          written) shall be given of any meeting so convened. The failure to give notice
          to a Director in the manner required hereby may be waived by such Director. Upon
          the unanimous approval of the Directors, a meeting of the Board of Directors can
          be convened without any prior notice. The notice of a meeting shall include the
          agenda of the meeting.

(c)       
          A resolution in writing signed by all of the Directors then in office and
          lawfully entitled to vote thereon (as conclusively determined by the Chairman of
          the Audit Committee, and in the absence of such determination by the
          Chairman of the Board of Directors) or to which all of such Directors have given
          their consent (by letter, telegram, telex, facsimile, telecopier or their
          oral consent by telephone (provided that a written summary thereof has been
          approved and signed by the Chairman of the Board of Directors of the Company)
          shall be deemed to have been unanimously adopted by a meeting of the Board of
          Directors duly convened and held.

- 16 -

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39.     Quorum

Until
otherwise unanimously decided by the Board of Directors, a quorum at a meeting of the
Board of Directors shall be constituted by the presence, in person or by any other means
of communication by which the Directors may hear each other simultaneously, of at least
three (3) of the Directors then in office who are lawfully entitled to participate in the
meeting and vote thereon (as conclusively determined by the Chairman of the Audit
Committee and in the absence of such determination by the Chairman of the Board of
Directors). No business shall be transacted at a meeting of the Board of Directors unless
the requisite quorum is present as aforesaid when the meeting proceeds to business.

40.     Chairman of the Board
of Directors

The
Board of Directors shall from time to time elect one of its members to be the Chairman of
the Board of Directors, and it may from time to time remove such Chairman from office and
appoint another in its place. The Chairman of the Board of Directors shall preside at
every meeting of the Board of Directors, but if there is no such Chairman, or if at any
meeting he is not present within fifteen (15) minutes of the time fixed for the meeting,
or if he is unwilling to take the chair, the Directors present shall choose one of their
number to be the chairman of such meeting. The office of Chairman shall not, by itself,
entitle the holder thereof to vote at any meeting of the Board of Directors nor shall it
entitle such holder to a second or casting vote (without derogating, however, from the
rights of such Chairman to vote as a Director of the Company).

41.     Validity of Acts
Despite Defects

Subject
to the provisions of the Companies Law, all acts done bona fide at any meeting of the
Board of Directors, or of a Committee of the Board of Directors, or by any person(s)
acting as Director(s), shall, notwithstanding that it may afterwards be discovered that
there was some defect in the appointment of the participants in such meetings or any of
them or any person(s) acting as aforesaid, or that they or any of them were disqualified,
be as valid as if there were no such defect or disqualification.

# GENERAL MANAGER

42.     General Manager

The
Board of Directors may from time to time appoint one or more persons, whether or not
Directors, as General Manager(s) of the Company and may confer upon such person(s), and
from time to time modify or revoke, such title(s) (including Managing Director, Director
General or any similar or dissimilar title) and such duties and authorities of the Board
of Directors as the Board of Directors may deem fit, subject to such limitations and
restrictions as the Board of Directors may from time to time prescribe. Such
appointment(s) may be either for a fixed term or without any limitation of time, and the
Board of Directors may from time to time (subject to the provisions of the Companies Law
and of any contract between any such person and the Company) fix his or their salaries and
emoluments, remove or dismiss him or them from office and appoint another or others in his
or their place or places.

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# MINUTES

43.     Minutes

(a)       
          Minutes of each General Meeting and of each meeting of the Board of Directors
          shall be recorded and duly entered in books provided for that purpose. Such
          minutes shall, in all events, set forth the names of the persons present at the
          meeting and all resolutions adopted thereat.

(b)       
          Any minutes as aforesaid, if purporting to be signed by the chairman of the
          meeting or by the chairman of the next succeeding meeting, shall constitute
          prima facie evidence of the matters recorded therein.

# DIVIDENDS

44.     Declaration of
Dividends

Subject
to the Companies Law, the Board of Directors may from time to time declare, and cause the
Company to pay, such dividend as may appear to the Board of Directors to be justified by
the profits of the Company. Subject to the Companies Law, the Board of Directors shall
determine the time for payment of such dividends and the record date for determining the
shareholders entitled thereto.

45.     Amount Payable by Way
of Dividends

(a)       
          Subject to the rights of the holders of shares with special rights as to
          dividends, if any, any dividend paid by the Company shall be allocated among the
          shareholders entitled thereto in proportion to the nominal value of their
          respective holdings of the shares in respect of which such dividend is being
          paid.

(b)       
          Shares which are fully paid up or which are credited as fully or partly paid
          within any period which in respect thereof dividends are paid shall entitle the
          holders thereof to a dividend in proportion to the amount paid up or credited as
          paid up in respect of the nominal value of such shares and to the date of
          payment thereof (pro rata temporis).

46.     Interest

No
dividend shall carry interest as against the Company.

47.     Unclaimed Dividends

All
unclaimed dividends payable in respect of a share may be invested or otherwise made use of
by the Board of Directors for the benefit of the Company until claimed. The payment by the
Directors of any unclaimed dividend into a separate account shall not constitute the
Company a trustee in respect thereof, and any dividend unclaimed after a period of seven
(7) years from the date of declaration of such dividend unclaimed after a like period from
the date the same were payable, shall be forfeited and shall revert to the Company,
provided, however, that the Board of Directors may, at its discretion, cause
the Company to pay any such dividend, or any part thereof, to a person who would have been
entitled thereto had the same not reverted to the Company.

- 18 -

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# ACCOUNTS

48.     Auditors

(a)       
          The outside auditor(s) of the Company shall be appointed by resolution of the
          Companys shareholders in a General Meeting and shall serve until its/their
          re-election, removal or replacement by subsequent resolution, provided that such
          term of service shall not extend beyond the third Annual Meeting after the
          Annual Meeting at which such auditor was appointed. The authorities, rights and
          duties of the outside auditor(s) of the Company, shall be regulated by
          applicable law, provided, however, the Board of Directors shall
          have the power and authority to fix the remuneration of the auditor(s).

(b)       
          The Internal Auditor appointed by the Board of Directors, upon the
          recommendation of the Audit Committee, in accordance with the Companies Law,
          shall report to and be under the organizational supervision of the Chairman of
          the Board of Directors. The Internal Auditor shall present a proposed work
          program to the Audit Committee for approval, subject to requirements under the
          Companies Law.

# BRANCH REGISTERS

48a.     Branch Registers

Subject
to and in accordance with the provisions of the Companies Law and to all orders and
regulations issued thereunder, the Company may cause branch registers to be kept in any
place outside Israel as the Board of Directors may think fit, and, subject to all
applicable requirements of law, the Board of Directors may from time to time adopt such
rules and procedures as it may think fit in connection with the keeping of such branch
registers.

# RIGHTS OF SIGNATURE

49.     Rights of Signature

The
Board of Directors shall be entitled to authorize any person or persons (who need not be
Directors) to act and sign on behalf of the Company, and the acts and signature of such
person(s) on behalf of the Company shall bind the Company insofar as such person(s) acted
and signed within the scope of his or their authority.

- 19 -

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# NOTICES

50.     Notices

Without
derogating from the provisions of Article 20:

(a)       
          In the event the Company elects to send any written notice or other document to
          any of its shareholders such notice may be served either personally or by
          sending it by prepaid registered mail (airmail if sent to a place outside
          Israel) addressed to such shareholder at his address as described in the
          Register of Shareholders or such other address as he may have designated in
          writing for the receipt of notices and other documents. In the event a
          shareholder elects to send the Company any written notice or other document such
          notice may be served by tendering the same in person to the Secretary or the
          General Manager of the Company at the principal office of the Company or by
          sending it by prepaid registered mail (airmail if posted outside Israel) to the
          Company at its registered address. Any such notice or other document shall be
          deemed to have been served forty-eight (48) hours after it has been posted
          (seven (7) business days if sent internationally), or when actually received by
          the addressee if sooner than two days or seven days, as the case may be, after
          it has been posted, or when actually tendered in person, to such shareholder (or
          to the Secretary or the General Manager), provided, however, that notice may be
          sent by cablegram, telex, telecopier (facsimile) or other electronic means(to an address provided to the Company by any shareholder) and confirmed by
          registered mail as aforesaid, and such notice shall be deemed to have been given
          twenty-four (24) hours after such cablegram, telex, telecopy or other electronic
          communication has been sent (provided, that electronic confirmation of the
          successful sending of such notice was received) or when actually received by
          such shareholder (or by the Company), whichever is earlier. If a notice is, in
          fact, received by the addressee, it shall be deemed to have been duly served,
          when received, notwithstanding that it was defectively addressed or failed, in
          some respect, to comply with the provisions of this Article 50(a).

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

(c)       
          Any shareholder whose address is not described in the Register of Shareholders,
          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.

(d)       
          The Company shall comply with any publication or notice requirements of any
          stock exchange on which the Companys shares are listed.

# EXEMPTION, INSURANCE
AND INDEMNITY

51.     Exemption, Indemnity
and Insurance

(a)       
          [RESERVED]

(b)        Indemnification

(i)       
          Subject to the provisions of the Companies Law, including the receipt of all
          approvals as required therein or under any applicable law, the Company may
          indemnify an Office Holder with respect to the following liabilities and
          expenses, provided that such liabilities or expenses were imposed on or expended
          by such Office Holder in such Office Holders capacity as an Office Holder
          of the Company:

| | (1)        a
monetary liability imposed on an Office Holder pursuant to a judgment in favor
          of another person, including a judgment imposed on such Office Holder in a
          settlement or in an arbitration decision that was approved by a court of law;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | (2)        reasonable
litigation expenses, including attorneys fees, expended by the           Office
Holder as a result of an investigation or proceeding instituted against           him by
a competent authority, provided that such investigation or proceeding           concluded
without the filing of an indictment against him and either (A)           concluded
without the imposition of any financial liability in lieu of criminal
          proceedings or (B) concluded with the imposition of a financial liability in
          lieu of criminal proceedings but relates to a criminal offense that does not
          require proof of criminal intent; and
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3)        reasonable
legal expenses, including attorneys fees, which the Office           Holder
incurred or with which the Office Holder was charged by a court of law,           in a
proceeding brought against the Office Holder, by the Company, on its behalf           or
by another person, or in a criminal prosecution in which the Office Holder           was
acquitted, or in a criminal prosecution in which the Office Holder was
          convicted of an offense that does not require proof of criminal intent.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(ii)       
          The foregoing indemnification may be provided by the Company (a) retroactively
          and (b) as a commitment in advance to indemnify an Office Holder, provided that,
          in respect of Article 51(b)(i)(1), such commitment shall be limited to (i) such
          events that in the opinion of the Board of Directors are foreseeable in light of
          the Companys actual operations at the time the undertaking to indemnify is
          provided, (ii) to the amounts or criteria that the Board of Directors deems
          reasonable under the circumstances, and (iii) that such events and amounts or
          criteria are set forth in the undertaking to indemnify, and which in no event
          shall exceed, in the aggregate, a total amount of indemnification (for all
          persons the Company has resolved to indemnify for the matters and in the
          circumstances described herein), one quarter (25%) of the Companys total
          shareholders equity at the time of the actual indemnification.

(c)       
          Insurance

(i)       
          Subject to the provisions of the Companies Law, including the receipt of all
          approvals as required therein or under any applicable law, the Company may enter
          into an agreement to insure an Office Holder for any responsibility or liability
          that may be imposed on such Office Holder in connection with an act performed by
          such Office Holder in such Office Holders capacity as an Office Holder of
          the Company, with respect to each of the following:

| | (1)        violation
of the duty of care of the Office Holder towards the Company or           towards another
person;
| | ----------------------------------------------------------------------------------------------------------------------

| | (2)        breach
of the duty of loyalty towards the Company, provided that the Office           Holder
acted in good faith and with reasonable grounds to assume that the such           action
would not prejudice the benefit of the Company; and
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3)        a
financial obligation imposed on the Office Holder for the benefit of another
          person.
| | -----------------------------------------------------------------------------------------------------------

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(ii)       
          Articles 51(b) and 51(c) shall not apply under any of the following
          circumstances:

| | (1)        a
breach of an Office Holders duty of loyalty, except as specified in Article 51(c)(i)(2);
| | ------------------------------------------------------------------------------------------------------

| | (2)        a
reckless or intentional violation of an Office Holders duty of care;
| | ----------------------------------------------------------------------------------



| | (3)        an
action intended to reap a personal gain illegally; and
| | --------------------------------------------------------------------

| | (4)        a
fine or ransom levied on an Office Holder.
| | -------------------------------------------------------

(iii)       
          The Company may procure insurance for or indemnify any person who is not an
          Office Holder, including without limitation, any employee, agent, consultant or
          contractor, provided, however, that any such insurance or indemnification is in
          accordance with the provisions of these Articles and the Companies Law.

# MERGER

52.     Merger

A
merger (as defined in the Companies Law) of the Company shall require the approval of the
holders of a simple majority of the voting power represented in a General Meeting in
person or by proxy and voting thereon in accordance with the provisions of the Companies
Law.

# WINDING UP

53.     Winding Up

If
the Company be wound up, then, subject to applicable law, after satisfaction of the
Companys liabilities to creditors, the Companys liquidation proceeds shall be
distributed to the shareholders of the Company in proportion to the nominal value of their
respective holdings of the shares in respect of which such distribution is being made. A
voluntary winding up of the Company shall require the approval of the holders of a
majority of at least seventy five percent (75%) of the voting power represented at a
General Meeting in person or by proxy and voting thereon.

# AMENDMENT OF THESE
ARTICLES

54.    
          (a)     Subject to Article 54(b), any amendment of these Articles shall require the
          approval of the holders of a simple majority of the voting power represented in
          a General Meeting in person or by proxy and voting thereon.

(b)       
          Notwithstanding Article 54(a), any amendment of any of Articles 5, 7 or 53 above
          shall require the approval of the shareholders in a General Meeting by at least
          the majority vote set forth in each of the aforementioned Articles, as the case
          may be.

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