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Exhibit 1

THE COMPANIES
ORDINANCE

A COMPANY LIMITED BY
SHARES

ARTICLES OF ASSOCIATION

OF

CHECK POINT SOFTWARE
TECHNOLOGIES LTD. (the
Company)

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PRELIMINARY

|1. | Table
A Excluded
|-- | ------------------

The
regulations contained in the second schedule to the Companies Ordinance (New Version),
5743-1983 (the Companies Ordinance) shall not apply to the Company.

|2. | Public
Company
|-- | --------------

This
Company is a Public Company, as such term is defined in the Companies Ordinance.

SHARE CAPITAL

|3. | Share
Capital
|-- | -------------

(a)
          The authorized share capital of the Company is NIS 5,050,010 , divided
into           5,000,000 (five million) Preferred Shares, nominal value NIS 0.01 per
share,           500,000,000 (five hundred million) Ordinary Shares, nominal value NIS
0.01 per           share, and 10 (ten) Deferred Shares, nominal value NIS 1.00 per share.



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(b) The
Preferred Shares may be issued from time to time as shares of one or more
          series, with such distinctive serial designations as may be stated or expressed
          in the resolution or resolutions providing for the issuance of such shares from
          time to time adopted by the Board of Directors of the Company. In the
resolution           or resolutions providing for the issuance of such shares, the Board
of Directors           of the Company is expressly authorized, without the need for
shareholder action,           to fix the terms and preferences of the shares of such
series, including without           limitation the dividend rate, the redemption price,
the voting rights, the right           or obligation of the Company to redeem the shares,
and the terms upon which the           shares are convertible into or exchangeable for
shares of any other class or           classes.

(c) The
Ordinary Shares all rank pari passu.

(d) The
Deferred Shares shall not entitle the holders thereof to any rights, whether
          voting rights, the rights to dividends or other distributions, or otherwise,
          except the right to receive, upon the dissolution, liquidation or winding-up of
          the Company, the paid-up portion of the par value of such shares.

|4. | Increase
of Authorized Share Capital
|-- | ------------------------------------

(a) The
Company may, from time to time, by Special Resolution, whether or not all           the
shares then authorized have been issued, and whether or not all the shares
          previously issued have been called up for payment, increase its authorized
share           capital. 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 Special
          Resolution shall provide.

(b)
          Except to the extent otherwise provided in such Special Resolution, any new
          shares included in the authorized share capital so increased shall be subject
to           all the provisions of these Articles which are applicable to shares of such
          class included in the existing share capital without regard to class (and, if
          such new shares are of the same class as a class of shares included in the
          existing share capital, to all of the provisions which are applicable to shares
          of such class included in the existing share capital).

|5. | Special
Rights; Modification of Rights
|-- | --------------------------------------

(a) Subject
to the provisions of the Memorandum of Association of the Company, and           without
prejudice to any special rights previously conferred upon the holders of
          existing shares in the Company, the Company may, from time to time, by Special
          Resolution, provide for shares with such preferred or deferred rights or rights
          of redemption, or other special rights and/or such restrictions, whether in
          regard to dividends, voting repayment of share capital or otherwise, as may be
          stipulated in such Special Resolution.

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(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 Special Resolution,           subject to
the consent in writing of the holders of seventy-five percent (75%)           of the
issued shares of such class.

| | (ii)
          The provisions of these Articles relating to General Meetings shall, mutatis
          mutandis, apply to any separate General Meeting of the holders of the
shares           of a particular class; provided, however, that the requisite
quorum at           any such separate General Meeting shall be two or more members
present in person           or proxy and holding not less than seventy-five percent (75%)
of the issued           shares of such class.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)
          Unless otherwise provided by these Articles, the enlargement of an authorized
          class of shares, or the issuance of additional shares thereof out of the
          authorized and unissued share capital, shall not be deemed, for purposes of
this           Article 5(b), to modify or abrogate the rights attached to previously
issued           shares of such class or of any other class.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|6. | Consolidation,
Subdivision, Cancellation and Reduction of Share Capital
|-- | -----------------------------------------------------------------------

(a)
          The Company may, from time to time, by Special Resolution (subject, however, to
          the provisions of Article 5(b) hereof and to applicable law):

| | (i)
          consolidate and divide all or any part of its issued or unissued authorized
          share capital into shares of a per share nominal value which is larger than the
          per share nominal value of its existing shares;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)
          subdivide its shares (issued or unissued) or any of them, into shares of
smaller           nominal value than is fixed by the Memorandum of Association (subject,
however,           to the provisions of Section 144(4) of the Companies Ordinance);
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)
          cancel any shares which, at the date of the adoption of such Special
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, subject to any consent required by law.
| | ----------------------------------------------------------------------------------------------

(b)
          With respect to any consolidation of issued shares of a larger nominal value
per           share, and with respect to any other action which may result in fractional
          shares, the Board of Directors may settle any difficulty which may arise with
          regard thereto, as it deems fit, and in connection with any such consolidation
          or other action which would result in fractional shares may, without limiting
          its power:

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

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

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

| | (iv)
          cause the transfer of fractional shares by certain shareholders of the Company
          to other shareholders so as to most expediently preclude or remove any
          fractional shareholdings, and cause the transferees of such fractional shares
to           pay the transferors thereof the fair value thereof, and the Board of
Directors           is hereby authorized to act in connection with such transfer as agent
for the           transferors and transferees of any such fractional shares, with full
power of           substitution, for the purposes of implementing the provisions of this
          sub-Article 6(b)(iv).
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SHARES

|7. | Issuance
of Share Certificates; Replacement of Lost Certificates
|-- | ----------------------------------------------------------------

(a)
          Share certificates shall be issued under the corporate seal of the Company and
          shall bear the signature of one Director, or of any other person or persons
          authorized by the Board of Directors.

(b)
          Each member shall be entitled to one numbered certificate for all the shares of
          any class registered in his name, and if the Board of Directors so approves, to
          several certificates, each for one or more of such shares. Each certificate
          shall specify the serial numbers of the shares represented thereby and may also
          specify the amount paid up thereon.

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

(d)
          A share certificate which has been defaced, lost or destroyed may be replaced,
          and the Company shall issue a new certificate to replace such defaced, lost or
          destroyed certificate, upon payment of such fee, and upon the furnishing of
such           evidence of ownership and such indemnity, as the Board of Directors in its
          discretion deems fit.

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|8. | Registered
Holder
|-- | -----------------

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

|9. | Allotment
of Shares
|-- | -------------------

The
unissued shares from time to time shall be under the control of the Board of Directors.
The Board of Directors shall have the power to allot, issue or otherwise dispose of shares
to such persons, on such terms and conditions (including terms relating to calls as set
forth in Article 11(f) hereof), and either at par or at a premium, or, subject to the
provisions of the Companies Ordinance, at a discount and/or with payment of commission,
and at such times, as the Board of Directors deems fit. The Board of Directors shall also
have the power to give to any person the option to acquire from the Company any shares,
either at par or at a premium, or, subject as aforesaid, at a discount and/or with payment
of commission, during such time and for such consideration as the Board of Directors deems
fit.

|10. | Payment
in Installments
|--- | -----------------------

If,
pursuant to the terms of the allotment or issue of any share, all or any portion of the
price thereof shall be payable in installments, every such installment shall be paid to
the Company on the due date thereof by the then registered holder(s) of the share or the
person(s) then entitled thereto.

|11. | Calls
on Shares
|--- | ---------------

(a)
          The Board of Directors may, from time to time, as it in its discretion deems
          fit, make calls for payment upon members in respect of any sum which has not
          been paid up in respect of shares held by such members and which is not,
          pursuant to the terms of allotment or issue of such shares or otherwise,
payable           at a fixed time, and each member shall pay the amount of every call so
made upon           him (and of each installment thereof if the same is payable in
installments) to           the 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 the           shares in respect of which such call was made.

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(b)
          Notice of any call for payment by a member shall be given in writing to such
          member not less than fourteen (14) days prior to the time of payment fixed in
          such notice, and shall specify the time and place of payment, and the person to
          whom such payment is to be made. Prior to the time for any such payment fixed
in           a notice of a call given to a member, the Board of Directors may in its
absolute           discretion, by notice in writing to such member, revoke such call in
whole or in           part, or stipulate different place of payment or person to whom
payment is to be           made. In the event of a call payable in installments, only one
notice thereof           need be given.

(c)
          If, pursuant to the terms of allotment or issue of a share or otherwise, an
          amount is made payable at a fixed time (whether on account of such share or by
          way of premium), such amount shall be payable at such time as if it were
payable           by virtue of a call made by the Board of Directors and for which notice
was           given in accordance with paragraphs (a) and (b) of this Article 11, and the
          provisions of these Articles with regard to calls (and the non-payment thereof)
          shall be applicable to such amount (and the non-payment thereof).

(d)
          Joint holders of a share shall be jointly and severally liable to pay all calls
          for payment in respect of such share and all interest payable thereon.

(e)
          Any amount called for payment which is not paid when due shall bear interest
          from the date fixed for payment until actual payment thereof, at such rate (not
          exceeding the then prevailing debitory rate charged by leading commercial banks
          in Israel) and payable at such time(s) as the Board of Directors may prescribe.

(f)
          Upon the allotment of shares, the Board of Directors may provide for
differences           among the allottees of such shares as to the amounts and times for
payment of           calls for payment in respect of such shares.

|12. | Prepayment
|--- | ----------

With
the approval of the Board of Directors, any member may pay to the Company any amount not
yet payable in respect of his shares, and the Board of Directors may approve the payment
by the Company of interest on any such amount until the same would be payable if it had
not been paid in advance, at such rate and time(s) as may be approved by the Board of
Directors. The Board of Directors may at any time cause the Company to repay all or any
part of the money so advanced, without premium or penalty. Nothing in this Article 12
shall derogate from the right of the Board of Directors to make any call for payment
before or after receipt by the Company of any such advance.

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|13. | Forfeiture
and Surrender
|--- | ------------------------

(a)
          If any member fails to pay an amount payable by virtue of a call, or interest
          thereon as provided for in these Articles, on or before the day fixed for
          payment of the same, the Board of Directors may, at any time after the day
fixed           for such payment, so long as such amount (or any portion thereof) or
interest           thereon (or any portion thereof) remains unpaid, forfeit all or any of
the           shares in respect of which such payment was called. All expenses incurred
by the           Company in attempting to collect any such amount or interest thereon,
including           without limitation attorneys fees and costs of legal
proceedings, shall be           added to, and shall for all purposes (including the
accrual of interest thereon)           constitute a part of, the amount payable to the
Company in respect of such call.

(b)
          Upon the adoption of a resolution as to the forfeiture of a members
share,           the Board of Directors shall cause notice thereof to be given to such
member,           which notice shall state that, in the event of the failure to pay the
entire           amount so payable by a date specified in the notice (which date shall be
not           less than fourteen (14) days after the date such notice is given and which
may           be extended by the Board of Directors), such shares shall be ipso factoforfeited; provided, however, that prior to such date, the Board of
          Directors may nullify such resolution of forfeiture, but no such nullification
          shall stop the Board of Directors from adopting a further resolution of
          forfeiture in respect of the non-payment of the same amount.

(c)
          Without derogating from Articles 54 and 59 hereof, whenever shares are
forfeited           as herein provided, all dividends, if any, previously declared in
respect           thereof and not actually paid shall be deemed to have been forfeited at
the same           time.

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

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

(f)
          Any member whose shares have been forfeited or surrendered shall cease to be a
          member in respect of the forfeited or surrendered shares, but shall
nevertheless           be liable to pay, and shall immediately pay to the Company, all
calls, interest           and expenses owing on 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.           The Board of Directors in its discretion may, but shall not be
obligated to,           enforce the payment of such moneys or any part thereof. In the
event of such           forfeiture or surrender, the Company, by resolution of the Board
of Directors,           may accelerate the date(s) of payment of any or all amounts then
owing to the           Company by the member in question (but not yet due) in respect of
all shares           owned by such member, solely or jointly with another.

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(g)
          The Board of Directors may at any time, before any share so forfeited or
          surrendered shall have been sold, re-allotted or otherwise disposed of, nullify
          the forfeiture or surrender on such conditions as it deems fit, but no such
          nullification shall stop the Board of Directors from re-exercising its powers
of           forfeiture pursuant to this Article 13.

|14. | Lien
|--- | ----

(a)
          Except to the extent the same may be waived or subordinated in writing, the
          Company shall have a first and paramount lien upon all the shares registered in
          the name of each member (without regard to any equitable or other claim or
          interest in such shares on the part of any other person), and upon the proceeds
          of the sale thereof, for his debts, liabilities and obligations to the Company
          arising from any amount payable by such member in respect of any unpaid or
          partly paid share, whether or not such debt, liability or obligation has
          matured. Such lien shall extend to all dividends from time to time declared or
          paid in respect of such share. Unless otherwise provided, the registration by
          the Company of a transfer of shares shall be deemed to be a waiver on the part
          of the Company of the lien (if any) existing on such shares immediately prior
to           such transfer.

(b)
          The Board of Directors may cause the Company to sell a share subject to such a
          lien when the debt, liability or obligation giving rise to such lien has
          matured, in such manner as the Board of Directors deems fit, but no such sale
          shall be made unless such debt, liability or obligation has not been satisfied
          within fourteen (14) days after written notice of the intention to sell shall
          have been served on such member, his executors or administrators.

(c)
          The net proceeds of any such sale, after payment of the costs thereof, shall be
          applied in or toward satisfaction of the debts, liabilities or obligations of
          such member in respect of such share (whether or not the same have matured),
and           the residue (if any) shall be paid to the member, his executors,
administrators           or assigns.

|15. | Sale
after Forfeiture or Surrender or in Enforcement of Lien
|--- | ------------------------------------------------------------

Upon
any sale of a share after forfeiture or surrender or for enforcing a lien, the Board of
Directors may appoint any person to execute an instrument of transfer of the share so sold
and cause the purchasers name to be entered in the Register of Members in respect of
such share. The purchaser shall be registered as the shareholder and shall not be bound to
see to the regularity of the sale proceedings, or to the application of the proceeds of
such sale, and after his name has been entered in the Register of Members in respect of
such share the validity of the sale shall not be impeached by any person and the remedy of
any person aggrieved by the sale shall be in damages only and against the Company
exclusively.

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|16. | Redeemable
Shares
|--- | -----------------

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

|17. | Conversion
of Shares into Stock
|--- | -------------------------------

(a)
          The Board of Directors may, with the sanction of the members previously given
by           Special Resolution, convert any paid-up shares into stock, and may with like
          sanction reconvert any stock into paid-up shares of any denomination.

(b)
          The holders of stock may transfer the same, or any part thereof, in the same
          manner and subject to the same regulations as the shares from which the stock
          arose might have been transferred prior to conversion, or as near thereto as
          circumstances admit; provided, however, that the Board of Directors may
          from time to time fix the minimum amount of stock so transferable, and restrict
          or forbid the transfer of fractions of such minimum, but the minimum shall not
          exceed the nominal value of each of the shares from which such stock arose.

(c)
          The holders of stock shall, in accordance with the amount of stock held by
them,           have the same rights and privileges as regards the minimum amount of
stock so           transferable, and restrict or forbid the transfer of fractions of such
minimum,           but the minimum shall not exceed the nominal value of each of the
shares from           which such stock arose.

(d)
          The holders of stock shall, in accordance with the amount of stock held by
them,           have the same rights and privileges as regards dividends, voting at
meetings of           the Company and other matters as if they held the shares from which
such stock           arose, but no such right or privilege except participation in the
dividends and           profits of the Company shall be conferred by any such aliquot part
of           such stock as would not, if existing in shares, have conferred that right or
          privilege.

(e)
          Such of the Articles of the Company as are applicable to paid-up shares shall
          apply to stock, and the words share and shareholder (or
          member) therein shall include stock and           stockholder.

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TRANSFER OF SHARES

|18. | Registration
of Transfer
|--- | ------------------------

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

(b)
          The Board of Directors may, in its discretion to the extent it deems necessary,
          close the Register of Members for registrations of transfers of shares during
          any year for a period determined by the Board of Directors, and no
registrations           of transfers of shares shall be made by the Company during any
such period           during which the Register of Members is so closed.

|19. | Record
Date for Notices of General Meetings
|--- | -------------------------------------------

Notwithstanding
any other contrary provision of these Articles, the Board of Directors may fix a date, not
exceeding ninety (90) days prior to the date of any General Meeting, as the date as of
which shareholders entitled to notice of and to vote at such meetings shall be determined,
and all persons who were holders of record of voting shares on such date and no others
shall be entitled to notice of and to vote at such meeting.

TRANSMISSION OF SHARES

|20. | Decedents
Shares
|--- | -----------------

(a)
          In case of a share registered in the names of two or more holders, the Company
          may recognize the survivor(s) as the sole owner(s) thereof unless and until the
          provisions of Article 21(b) have been effectively invoked.

(b)
          Any person becoming entitled to a share in consequence of the death of any
          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), shall be registered as a
member in           respect of such share, or may, subject to the regulations as to
transfer           contained in these Articles, transfer such share.

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|21. | Receivers
and Liquidators
|--- | -------------------------

(a)
          The Company may recognize any receiver, liquidator or similar official
appointed           to wind-up, dissolve or otherwise liquidate a corporate member, and a
trustee,           manager, receiver, liquidator or similar official appointed in
bankruptcy or in           connection with the reorganization of, or similar proceeding
with respect to, a           member or its properties, as being entitled to the shares
registered in the name           of such member.

(b)
          Such receiver, liquidator or similar official appointed to wind-up, dissolve or
          otherwise liquidate a corporate member and such trustee, manager, receiver,
          liquidator, or similar official appointed in bankruptcy or in connection with
          the reorganization of, or similar proceedings with respect to, a member or its
          properties, upon producing such evidence as the Board of Directors may deem
          sufficient to his authority to act in such capacity or under this Article,
shall           with the consent of the Board of Directors (which the Board of Directors
may           grant or refuse in its absolute discretion), be registered as a member in
          respect of such shares, or may, subject to the regulations as to transfer
          contained in these Articles, transfer such shares.

BUSINESS COMBINATIONS

|22. | Business
Combinations with Interested Shareholders
|--- | --------------------------------------------------

(a)
          Notwithstanding any other provision of these Articles, the Company shall not
          engage in any business combination with any interested shareholder for a period
          of three years following the time that such shareholder became an interested
          shareholder, unless:

| | (1)
          prior to such time the Board of Directors of the Company approved either the
          business combination or the transaction which resulted in the shareholder
          becoming an interested shareholder, or
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2)
          upon consummation of the transaction which resulted in the shareholder becoming
          an interested shareholder, the interested shareholder owned at least 75% of the
          voting shares of the Company outstanding at the time the transaction commenced.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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(b)
          As used in this Article only, the term:

| | (1)
          affiliate means a person that directly, or indirectly through one
or           more intermediaries, controls, is controlled by or is under common control
with           another person.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2)
          associate, when used to indicate a relationship with any person,
          means (i) any corporation, partnership, unincorporated association or other
          entity of which such person is a director, officer or partner or is, directly
or           indirectly, the owner of 20% or more of any class of voting share, (ii) any
          trust or other estate in which such person has at least a 20% beneficial
          interest or as to which such person serves as trustee or in a similar fiduciary
          capacity, and (iii) any relative or spouse of such person, or any relative of
          such spouse, who has the same residence as such person.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3)
          business combination, when used in reference to the Company and any
          interested shareholder of the Company, means:
| | -------------------------------------------------------------------------------------------------------------------------------------------

| | (i)
          any merger or consolidation of the Company or any direct or indirect majority
          owned subsidiary of the Company with (A) an interested shareholder, or (B) with
          any other corporation, partnership, unincorporated association or other entity
          if the merger or consolidation is caused by an interested shareholder and as a
          result of such merger or consolidation subsection (a) of this Article is not
          applicable to the surviving entity;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)
          any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in
          one transaction or a series of transactions), except proportionately as a
          shareholder of such Company to or with the interested shareholder, whether as
          part of a dissolution or otherwise, of assets of the Company or of any direct
or           indirect majority owned subsidiary of the Company, which assets have an
          aggregate market value equal to 10% or more of either the aggregate market
value           of all of the assets of the Company determined on a consolidated basis or
the           aggregate market value of all of the outstanding shares of the Company;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)
          any transaction which results in the issuance or transfer by the Company or by
          any direct or indirect majority-owned subsidiary of the Company of any shares
of           the Company or of such subsidiary to the interested shareholder, except
          (A) pursuant to the exercise, exchange or conversion of securities
          exercisable for or convertible into shares of the Company or any such
          subsidiary, which securities were outstanding prior to the time that the
          interested shareholder became such, (B) pursuant to a dividend or distribution
          paid or made, or the exercise, exchange or conversion of securities exercisable
          for, exchangeable for or convertible into shares of the Company or any such
          subsidiary, which security is distributed pro rata to all holders of a class or
          series of shares of the Company subsequent to the time the interested
          shareholder became such, (C) pursuant to an exchange offer by the Company
          to purchase shares made on the same terms to all holders of said shares or, (D)
          any issuance or transfer of shares by the Company; provided, that in no
          case under (B)-(D) above shall there be an increase in the interested
          shareholders proportionate share of the shares of any class or series of
          the Company or of the voting shares of the Company;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | (iv)
          any transaction involving the Company or any direct or indirect majority owned
          subsidiary of the Company which has the effect directly or indirectly of
          increasing the proportionate share of the shares of any class or series or
          securities convertible into the shares of any class or series of the Company or
          of any such subsidiary which is owned by the interested shareholder except as a
          result of immaterial changes due to fractional share adjustments or as a result
          of any purchase or redemption of any shares not caused, directly or indirectly,
          by the interested shareholder; or
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (v)
          any receipt by the interested shareholder of the benefit, directly or
indirectly           (except proportionately as a shareholder of such Company), of any
loans,           advances, guarantees, pledges or any other financial benefits (other
than those           expressly permitted in subparagraphs (i)-(iv) above) provided by or
through the           Company or any direct or indirect majority owned subsidiary.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (4)
          control including the term controlling, controlled
          by and under common control with, means the possession,
          directly or indirectly, of the power to direct or cause the direction of the
          management and policies of a person, whether through the ownership of voting
          shares, by contract or otherwise. A person who is the owner of 20% or more of
          the outstanding voting shares of any corporation, partnership, unincorporated
          association or other entity shall be presumed to have control of such entity.
          Notwithstanding the foregoing, a presumption of control shall not apply where
          such person holds voting shares in good faith and not for the purpose of
          circumventing this Article as an agent, bank, broker, nominee, custodian or
          trustee for one or more owners who do not individually or as a group have
          control of such entity.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (5)
          interested shareholder means any person (other than the Company and
          any direct or indirect majority owned subsidiary of the Company) that (i) is
the           owner of 15% or more of the outstanding voting shares of the Company, or
(ii) is           an affiliate or associate of the Company and was the owner of 15% or
more of the           outstanding voting shares of the Company at any time within the
three year           period immediately prior to that date on which it is sought to be
determined           whether such person is an interested shareholder and the affiliates
and           associates of such person. For the purpose of determining whether a person
is an           interested shareholder, the voting shares of the Company deemed to be
          outstanding shall include shares deemed to be owned by the person through
          application of paragraph (8) of this subsection but shall not include any other
          unissued shares of the Company which may be issuable pursuant to any agreement,
          arrangement or understanding, or upon exercise of conversion rights, warrants
or           options, or otherwise.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (6)
          person means any individual, corporation, partnership,
          unincorporated association or other entity.
| | ----------------------------------------------------------------------------------------------------------------------------

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| | (7)
          share means with respect to any corporation shares of its capital
          and with respect to any other entity any equity interest.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------

| | (8)
          voting shares means with respect to any corporation shares of any
          class or series entitled to vote generally in the election of directors and,
          with respect to any entity that is not a corporation, any equity interest
          entitled to vote generally in the election of the governing body of such
entity.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (9)
          owner, including the terms own and owned,          when
used with respect to any share, means a person that individually or with or
          through any of its affiliates or associates:
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (i)
          beneficially owns such share, directly or indirectly: or
| | ----------------------------------------------------------------------

| | (ii)
          has (A) the right to acquire such share (whether such right is exercisable
          immediately or only after the passage of time) pursuant to any agreement,
          arrangement or understanding or upon the exercise of conversion rights,
warrants           or options, or otherwise; provided, however, that a person
shall not be           deemed the owner of share tendered pursuant to a tender or
exchange; or (B) the           right to vote such share pursuant to any agreement,
arrangement or           understanding; provided, however, that a person shall not
be deemed the           owner of any share because of such persons right to vote
such share if the           agreement, arrangement, or understanding to vote such share
arises solely from a           recoverable proxy or consent given in response to a proxy
or consent           solicitation made to 10 or more persons: or
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)
          has any agreement, arrangement or understanding for the purpose of acquiring,
          holding, voting (except voting pursuant to a revocable proxy or consent as
          described in item (B) of clause (ii) of this paragraph) or disposing of such
          share with any other person that beneficially owns or whose affiliates or
          associates beneficially own, directly or indirectly, such share.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

GENERAL MEETINGS

|23. | 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 out of the State of Israel, as may be
determined by the Board of Directors.

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|24. | Extraordinary
General Meetings
|--- | ------------------------------

All
General Meetings other than Annual General Meetings shall be called Extraordinary
General Meetings. The Board of Directors may, whenever it thinks fit, convene an
Extraordinary General Meeting, at such time and place, within or out of the State of
Israel, as may be determined by the Board of Directors, and shall be obliged to do so upon
a request in writing in accordance with Section 109 of the Companies Ordinance.

|25. | Notice
of General Meetings; Omission to Give Notice
|--- | ---------------------------------------------------

(a)
          Not less than seven (7) days prior notice shall be given of every General
          Meeting; provided, however, that a Special Resolution shall not be
passed           unless at least twenty-one (21) days prior notice shall have been
given of           the meeting at which it is proposed to pass the same. Each such notice
shall           specify the place and the day and hour of the meeting and the general
nature of           each item to be acted upon, such notice to be given to all members
who would be           entitled to attend and vote at such meeting. Anything herein to
the contrary           notwithstanding, with the consent of all members entitled to vote
thereon a           resolution may be proposed and passed at such meeting although a
lesser notice           than prescribed above has been given.

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

PROCEEDINGS AT GENERAL
MEETINGS

|26. | Quorum
|--- | ------

(a)
          No business shall be transacted at a General Meeting, or at any adjournment
          thereof, unless the quorum required under these Articles for such General
          Meeting or such adjourned meeting, as the case may be, is present when the
          meeting proceeds to business.

(b)
In the absence of contrary provisions in these Articles, two or more members
          (not in default in payment of any sum referred to in Article 32(a) hereof),
          present in person or by proxy and holding shares conferring in the aggregate
          more than fifty percent of the voting power of the Company, shall constitute a
          quorum of General Meetings.

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(c)
          If within half an hour from the time appointed for the meeting a quorum is not
          present, the meeting, if convened upon request under Section 109 of the
          Companies Ordinance, shall be dissolved, but in any other case it shall be
          adjourned to the same day in the next week, at the same time and place, or to
          such day and at such time and place as the Chairman may determine with the
          consent of the holders of a majority of the shares present in person or by
proxy           and voting on the question of adjournment. No business shall be
transacted at           any adjourned meeting except business which might lawfully have
been transacted           at the meeting as originally called. At such adjourned meeting
(other than an           adjourned separate meeting of a particular class of shares as
referred to in           Article 5 of these Articles), any two (2) members (not in
default as aforesaid)           present in person or by proxy shall constitute a quorum.

|27. | Chairman
|--- | --------

The
Chairman, if any, of the Board of Directors shall preside as Chairman at every General
Meeting of the Company. If at any meeting the Chairman is not present within fifteen (15)
minutes after the time fixed for holding the meeting or is unwilling to act as Chairman,
the Co-Chairman shall preside at the meeting. If at any such meeting both the Chairman and
the Co-Chairman are not present or are unwilling to act as Chairman, members present shall
choose someone of their number to be Chairman. The office of Chairman shall not, by
itself, entitle the holder thereof to vote at any General Meeting nor shall it entitle
such holder to a second or casting vote (without derogating, however from the rights of
such Chairman to vote as a shareholder or proxy of a shareholder if, in fact, he is also a
shareholder or such proxy).

|28. | Adoption
of Resolutions at General Meetings
|--- | -------------------------------------------

(a)
           (i) An Ordinary Resolution shall be deemed adopted if approved by the holders
of           a majority of the voting power represented at the meeting in person or by
proxy           and voting thereon.

| | (ii)
          A Special or Extraordinary Resolution shall be deemed adopted if approved by
the           holders of not less then seventy-five per cent (75%) 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, but if a written ballot is demanded by any member present in person or
by           proxy and entitled to vote at the meeting, the same shall be decided by such
          ballot. A written ballot may be demanded before the proposed resolution is
voted           upon or immediately after the declaration by the Chairman of the results
of the           vote by a show of hands. If a vote by written ballot is taken after such
          declaration, the results of the vote by a show of hands shall be of no effect,
          and the proposed resolution shall be decided by such written ballot. The demand
          for a written ballot may be withdrawn at any time before the same is conducted,
          in which event another member may then demand such written ballot. The demand
          for a written ballot shall not prevent the continuance of the meeting for the
          transaction of business other than the question on which the written ballot has
          been demanded.

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

|29. | Resolutions
in Writing
|--- | ----------------------

A
resolution in writing signed by all members of the Company then entitled to attend and
vote at General Meetings or to which all such members have given their written consent (by
letter, telegram, telex, facsimile or otherwise) shall be deemed to have been unanimously
adopted by a General Meeting duly convened and held.

|30. | Power
to Adjourn
|--- | ----------------

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

|31. | Voting
Power
|--- | ------------

Subject
to the provisions of Articles 3(b) and 32(a) and subject to any other provision conferring
special rights as to voting, or restricting the right to vote, every member shall have one
vote for each share held by him of record, on every resolution, without regard to whether
the vote thereon is conducted by a show of hands, by written ballot or by any other means.

|32. | Voting
Rights
|--- | -------------

(a)
          No member shall be entitled to vote at any General Meeting (or be counted as a
          part of the quorum) unless all calls then payable by him in respect of his
          shares in the Company have been paid, but this Article 32(a) shall not apply to
          separate General Meetings of the holders of a particular class of shares
          pursuant to Article 5(b).

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

(c)
          Any member entitled to vote may vote either in person or by proxy (who need not
          be a member of the Company) or, if the member is a company or other corporate
          body, by a representative authorized pursuant to Article 32(b).

(d)
          If two or more persons are registered as joint holders of any shares, the vote
          of the senior who tenders a vote, in person or by proxy, shall be accepted to
          the exclusion of the vote(s) of the other joint holder(s). For the purpose of
          this Article 32(d), seniority shall be determined by the order of registration
          of the joint holders in the Register of Members.

PROXIES

|33. | Instrument
of Appointment
|--- | -------------------------

(a)
          An instrument appointing a proxy shall be in writing and shall be substantially
          in the following form:

| | "I_______________________ of
______________________________________
(Name of Shareholder) (Address of Shareholder)
being a member of  Check Point Software Technologies Ltd. hereby
 appoint
_______________________ of _____________________________
(Name of Proxy)                                   (Address of Proxy)
as my Proxy to vote for me and on my behalf at the General Meeting of the
Company to be held on the _________ day of ___________, ________
and at any adjournment(s) thereof.
Signed this _____________ day of _______________, ____________.
                                              _______________________
                                              (Signature of Appointor)"
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

(b)
          The instrument appointing a proxy (and the power of attorney or other
authority,           if any, under which such instrument has been signed) shall either be
delivered           to the Company (at its registered office, at its principal place of
business, at           the offices of its registrar or transfer agent, or at such place
as the Board of           Directors may specify) not less than 24 hours before the time
fixed for the           meeting at which the person named in the instrument proposes to
vote, or           presented to the Chairman at such meeting.

|34. | Effect
of Death of Appointor or Transfer of Shareand/or Revocation of Appointment
|--- | ---------------------------------------------------------------------------------

(a)
          A vote cast in accordance with an instrument appointing a proxy shall be valid
          notwithstanding the prior death or bankruptcy of the appointing member (or of
          his attorney-in-fact, if any, who signed such instrument), or the transfer of
          the share in respect of which the vote is cast, unless written notice of such
          matters shall have been received by the Company or by the Chairman of such
          meeting prior to such vote being cast.

(b)
          An instrument appointing a proxy shall be deemed revoked (i) upon receipt by
the           Company or the Chairman, subsequent to receipt by the Company of such
          instrument, of written notice signed by the person signing such instrument or
by           the member appointing such proxy cancelling the appointment thereunder (or
the           authority pursuant to which such instrument was signed) or of an instrument
          appointing a different proxy (and such other documents, if any, required under
          Article 33(b) for such new appointment), provided such notice of
          cancellation or instrument appointing a different proxy were so received at the
          place and within the time for delivery of the instrument revoked thereby as
          referred to in Article 33(b) hereof, or (ii) if the appointing member is
present           in person at the meeting for which such instrument of proxy was
delivered, upon           receipt by the Chairman of such meeting of written notice from
such member of           the revocation of such appointment, or if and when such member
votes at such           meeting. A vote cast in accordance with an instrument appointing
a proxy shall           be valid notwithstanding the revocation or purported cancellation
of the           appointment, or the presence in person or vote of the appointing member
at a           meeting for which it was rendered, unless such instrument of appointment
was           deemed revoked in accordance with the foregoing provisions of this Article
34(b)           at or prior to the time such vote was cast.

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BOARD OF DIRECTORS

|35. | 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 by action of its members at a General Meeting. The authority conferred on the
Board of Directors by this Article 35 shall be subject to the provisions of the Companies
Ordinance, these Articles and any regulation or resolution consistent with these Articles
adopted from time to time by the Company by action of its members at a General Meeting;
provided, however, that no such regulation or resolution shall invalidate any prior
act done by or pursuant to a decision of the Board of Directors which would have been
valid if such regulation or resolution had not been adopted.

| | (b) | Borrowing
Power
| | --- | ---------------

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

| | (c) | Reserves
| | --- | --------

The
Board of Directors may, from time to time, set aside any amount(s) out of the profits of
the Company as a reserve or reserves for any purpose(s) which the Board of Directors, in
its absolute discretion, shall deem fit, 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.

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| | (d) | Charitable
Contributions
| | --- | ------------------------

To
the extent permitted by the Companies Law, the Company may elect to contribute reasonable
amounts to worthy causes. The Board of Directors may determine the causes to which the
Company should contribute and the amounts of any such contributions.

|36. | Exercise
of Powers of Board of Directors
|--- | ----------------------------------------

(a)
          A meeting of the Board of Directors at which a quorum is present shall be
          competent to exercise all the authorities, powers and discretion vested in or
          exercisable by the Board of Directors.

(b)
          A resolution proposed at any meeting of the Board of Directors shall be deemed
          adopted if approved by a majority of the Directors present when such resolution
          is put to a vote and voting thereon.

(c)
          A resolution in writing signed by the majority of Directors then in office and
          lawfully entitled to vote thereon or to which a majority of the Directors have
          given their written consent (by letter, telegram, telex, facsimile, electronic
          mail or otherwise) shall be deemed to have been unanimously adopted by a
meeting           of the Board of Directors duly convened and held.

|37. | Delegation
of Powers
|--- | --------------------

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

(b)
          Without derogating from the provisions of Article 50, the Board of Directors
may           from time to time appoint a Secretary to the Company, as well as officers,
          agents, employees and independent contractors, as the Board of Directors deems
          fit, and may terminate the service of any such person. The Board of Directors
          may, subject to the provisions of the Companies Ordinance, determine the powers
          and duties, as well as the salaries and emoluments, of all such persons, and
may           require security in such cases and in such amounts as it deems fit.

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(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 discretion, and for such period and subject
to such           conditions, as it deems fit, and any such power of attorney or other
appointment           may contain such provisions for the protection and convenience of
persons           dealing with any such attorney as the Board of Directors deems fit, and
may also           authorize any such attorney to delegate all or any of the powers,
authorities           and discretions vested in him.

|38. | Number
of Directors
|--- | -------------------

The
Board of Directors of the Company shall consist of such number of Directors (not less than
6 nor more than 12) as may be fixed, from time to time, by Ordinary Resolution of the
Company.

|39. | Election
and Removal of Directors
|--- | ---------------------------------

Directors
shall be elected at the Annual General Meeting by the vote of the holders of a majority of
the voting power represented at such meeting in person or by proxy and voting on the
election of directors, and each Director shall serve, subject to Article 42 hereof, and
with respect to a Director appointed pursuant to Article 41 hereof subject to such
Article, until the Annual General Meeting next following the Annual General Meeting or
General Meeting at which such Director was elected pursuant to this Article or Article 41
hereof and until his successor is elected, or until his earlier removal pursuant to this
Article 39. The holders of a majority of the voting power represented at a General Meeting
in person or by proxy and voting thereon at such Meeting shall be entitled to remove any
Director(s) from office, to elect Directors instead of Directors so removed or to fill any
vacancy, however created, in the Board of Directors.

|40. | Qualification
of Directors
|--- | --------------------------

No
person shall be disqualified to serve as a Director by reason of his not holding shares in
the Company or by reason of his having served as a Director in the past.

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|41. | Continuing
Directors in the Event of Vacancies
|--- | ----------------------------------------------

In
the event of one or more vacancies in the Board of Directors, the continuing Directors may
continue to act in every matter and, pending the filling of any vacancy pursuant to the
provisions of Article 39, may appoint Directors to temporarily fill any such vacancy;
provided, however, that if they number less than a majority of the number provided
for pursuant to Article 38 hereof, they may only act in an emergency or to fill the office
of director which has become vacant up to the minimum number or in order to call a General
Meeting of the Company for the purpose of electing Directors to fill any or all vacancies,
so that at least a majority of the number of Directors provided for pursuant to Article 38
hereof are in office as a result of said meeting.

|42. | Vacation
of Office
|--- | ------------------

(a)
          The office of a Director shall be vacated, ipso facto, upon his death,
or           if he be found lunatic or become of unsound mind, or if he becomes bankrupt,
or           if the Director is a company upon its winding-up.

(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.

|43. | Remuneration
of Directors
|--- | -------------------------

A
Director shall be paid remuneration by the Company for his services as Director to the
extent such remuneration shall have been approved by a General Meeting of the Company and
in accordance with the Companies Ordinance.

|44. | Conflict
of Interests
|--- | ---------------------

Subject
to the provisions of the Companies Ordinance, no Director shall be disqualified by virtue
of his office from holding any office or place of profit under the Company or under any
company in which the Company shall be a shareholder or otherwise interested, or from
contracting with the Company as vendor, purchaser or otherwise, nor shall any such
contract, or any contract or arrangement entered into by or on behalf of the Company in
which any Director shall be in any way interested, be avoided, nor, other than as required
under the Companies Ordinance, shall any Director be liable to account to the Company for
any profit arising from any such office or place of profit or realized by any such
contract or arrangement by reason only of such Directors holding that office or of
the fiduciary relations thereby established, but the nature of his interest, as well as
any material fact or document, must be disclosed by him at the meeting of the Board of
Directors at which the contract or arrangement is first considered, if his interest then
exists, or, in any other case, no later than at the first meeting of the Board of
Directors after the acquisition of his interest.

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|45. | Alternate
Directors
|--- | -------------------

(a)
          A Director may, by written notice to the Company given in the manner set forth
          in Article 45(b) below, appoint any individual (whether or not such person is
          then a member of the Board of Directors) as an alternate for himself (in these
          Articles referred to as Alternate Director), remove such Alternate
          Director and appoint another Alternate Director in place of any Alternate
          Director appointed by him whose office has been vacated for any reason
          whatsoever. Unless the appointing Director, by the instrument appointing an
          Alternative Director or by written notice to the Company, limits such
          appointment to a specified period of time or restricts it to a specified
meeting           or action of the Board of Directors, or otherwise restricts its scope,
the           appointment shall be for all purposes, and for a period of time concurrent
with           the term of the appointing Director.

(b)
          Any notice to the Company pursuant to Article 45(a) shall be given in person
to,           or by sending the same by mail to the attention of, the General Manager of
the           Company at the principal office of the Company, to such other persons or
place           as the Board of Directors shall have determined for such purpose, and
shall           become effective on the date fixed therein or upon the receipt thereof by
the           Company, whichever is later.

(c)
          An Alternate Director shall have all the rights and obligations of the Director
          who appointed him; provided, however, that (i) he may not in turn
appoint           an alternate for himself (unless the instrument appointing him
otherwise           expressly provides), (ii) an Alternate Director shall have no
standing at any           meeting of the Board of Directors or any committee thereof
while the Director           who appointed him is present, and (iii) the Alternate
Director is not entitled           to remuneration.

(d)
          Any individual, whether or not he be a member of the Board of Directors, may
act           as an Alternate Director. One person may act as Alternate Director for
several           Directors, and in such event he shall have a number of votes (and shall
be           treated as the number of persons for purposes of establishing a quorum)
equal to           the number of Directors for whom he acts as Alternative Director. If
an           Alternate Director is also a Director in his own right, his rights as an
          Alternate Director shall be in addition to his rights as a Director.

(e)
          An Alternate Director shall alone be responsible for his own acts and defaults,
          and he shall not be deemed the agent of the Director(s) who appointed him.

(f)
          The office of an Alternate Director shall be vacated under the circumstances,
mutatis mutandis, set forth in Article 42, and such office shall ipso
          facto be vacated if the Director who appointed such Alternate Director
          ceases to be a Director.

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PROCEEDINGS OF THE
BOARD OF DIRECTORS

|46. | Meetings
|--- | --------

(a)
          The Board of Directors may meet and adjourn its meeting and otherwise regulate
          such meetings and proceedings as the Directors think fit.

(b)
          Any Director may at any time, and the Secretary, upon the request of such
          Director, shall, convene a meeting of the Board of Directors, but not less than
          seven (7) days notice shall be given of any meeting so convened. Notice
of           any such meeting may be given orally, by telephone, in writing or by mail,
          electronic mail, telex, cablegram or facsimile. Notwithstanding anything to the
          contrary herein, failure to deliver notice to a Director of any such meeting in
          the manner required hereby may be waived by such Director, and a meeting shall
          be deemed to have been duly convened notwithstanding such defective notice if
          such failure or defect is waived prior to action being taken at such meeting by
          all Directors entitled to participate at such meeting to whom notice was not
          duly given as aforesaid.

|47. | Quorum
|--- | ------

Until
otherwise unanimously decided by the Board of Directors, a quorum at a meeting of the
Board of Directors shall be constituted by the presence in person or by telephone
conference of a majority of the Directors then in office who are lawfully entitled to
participate in the meeting. No business shall be transacted at a meeting of the Board of
Directors unless the requisite quorum is present (in person or by telephone conference)
when the meeting proceeds to business.

|48. | Chairman
of the Board of Directors
|--- | ----------------------------------

The
Board of Directors may from time to time elect one of its members to be the Chairman of
the Board of Directors and another of its members to be the Co-Chairman, remove such
Chairman and Co-Chairman from office, and appoint others in their place. The Chairman of
the Board of Directors shall preside at every meeting of the Board of Directors, but if
there is no such Chairman, or if at any meeting he is not present within fifteen (15)
minutes of the time fixed for the meeting or if he is unwilling to take the chair, the
Co-Chairman shall preside. If both the Chairman and the Co-Chairman are not present or are
unwilling to take the chair, the Directors present shall choose one of their number to be
the chairman of such meeting.

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|49. | Validity
of Acts Despite Defects
|--- | --------------------------------

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

CHIEF EXECUTIVE OFFICER
AND PRESIDENT

|50. | Chief
Executive Officer and President
|--- | -------------------------------------

The
Board of Directors may from time to time appoint one or more persons, whether or not
Directors, as Chief Executive Officer or Officers, General Manager or Managers, or
President of the Company and may confer upon such person(s), and from time to time modify
or revoke, such title(s) and such duties and authorities of the Board of Directors as the
Board of Directors may deem fit, subject to such limitations and restrictions as the Board
of Directors may from time to time prescribe. Unless otherwise determined by the Board of
Directors, the Chief Executive Officer shall have authority with respect to the management
of the Company in the ordinary course of business. Such appointment (s) may be either for
a fixed term or without any limitation of time, and the Board of Directors may from time
to time (subject to the provisions of the Companies Ordinance and of any contract between
any such person and the Company) fix his or their salaries and emoluments, remove or
dismiss him or them from office and appoint another or others in his or their place or
places.

MINUTES

|51. | Minutes
|--- | -------

(a)
          Minutes of each General Meeting and of each meeting of the Board of Directors
          shall be recorded and duly entered in books provided for that purpose, and
shall           be held by the Company at its registered office or such other place as
shall           have been determined by the Board of Directors. Such minutes shall, in
all           events, set forth the names of the persons present at the meeting and all
          resolutions adopted thereat.

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(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 constituteprima
facie evidence of the matters recorded therein.

DIVIDENDS

|52. | Declaration
of Dividends
|--- | ------------------------

The
Board of Directors may from time to time declare, and cause the Company to pay, such
interim dividend as may appear to the Board of Directors to be justified by the profits of
the Company. The final dividend in respect of any fiscal period shall be proposed by the
Board of Directors and shall be payable only after the same has been approved by Ordinary
Resolution of the Company, but no such resolution shall provide for the payment of an
amount exceeding that proposed by the Board of Directors for the payment of such final
dividend, and no such resolution or any failure to approve a final dividend shall affect
any interim dividend previously declared and paid. The Board of Directors shall determine
the time for payment of such dividends, both interim and final, and the record date for
determining the shareholders entitled thereto.

|53. | Funds
Available for Payment of Dividends
|--- | ----------------------------------------

No
dividend shall be paid otherwise than out of the profits of the Company.

|54. | Amount
Payable by Way of Dividends
|--- | ----------------------------------

(a)
          Subject to the rights of the holders of shares as to dividends, any dividend
          paid by the Company shall be allocated among the members entitled thereto in
          proportion to the sums paid up or credited as paid up on account of the nominal
          value of their respective holdings of the shares in respect of which such
          dividend is being paid, without taking into account the premium paid up for the
          shares. The amount paid up on account of a share which has not yet been called
          for payment or fallen due for payment and upon which the Company pays interest
          to the shareholder shall not be deemed, for the purposes of this Article, to be
          a sum paid on account of the share.

(b)
          Whenever the rights attached to any shares or the terms of issue of the share
do           not provide otherwise, shares which are fully paid up or which are credited
as           fully or partly paid within any period in respect of which 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).

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|55. | Interest
|--- | --------

No
dividend shall carry interest as against the Company.

|56. | Payment
in Specie
|--- | -----------------

Upon
the recommendation of the Board of Directors, ratified by Ordinary Resolution of the
Company if (but only if) required by law, the Company (i) may cause any moneys,
investments, or other assets forming part of the undivided profits of the Company,
standing to the credit of a reserve fund, to the credit of a reserve fund for the
redemption of capital or in the hands of the Company and available for dividends, or
representing premiums received on the issuance of shares and standing to the credit of the
share premium account, to be capitalized and distributed among such of the shareholders as
would be entitled to receive the same if distributed by way of dividend and in the same
proportion, on the footing that they become entitled thereto as capital, or may cause any
part of such capitalized fund to be applied on behalf of such shareholders in paying up in
full, either at par or at such premium as the resolution may provide, any unissued shares
or debentures or debenture stock of the Company which shall be distributed accordingly, in
payment, in full or in part, of the uncalled liability on any issued shares or debentures
or debenture stock; and (ii) may cause such distribution or payment to be accepted by such
shareholders in full satisfaction of their interest in the said capitalized sum.

|57. | Implementation
of Powers under Article 56
|--- | -----------------------------------------

For
the purpose of giving full effect to any resolution under Article 56, and without
derogating from the provisions of Article 6(b) hereof, the Board of Directors may settle
any difficulty which may arise in regard to the distribution as it thinks expedient, and,
in particular, may issued fractional certificates, and may fix the value for distribution
of any specific assets, and may determine that cash payments shall be made to any member
upon the footing of the value so fixed, or that fractions of less value than the nominal
value of one share may be disregarded in order to adjust the right of all parties, and may
vest any such cash, shares, debentures, debenture stock or specific assets in trustees
upon such trusts for the persons entitled to the dividend or capitalized fund as may seem
expedient to the Board of Directors. Where requisite, a proper contract shall be filed in
accordance with Section 130 of the Companies Ordinance, and the Board of Directors may
appoint any person to sign such contract on behalf of the persons entitled to the dividend
or capitalized fund.

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|58. | Dividends
on Unpaid Shares
|--- | --------------------------

Without
derogating from Article 54 hereof, the Board of Directors may give an instruction which
shall prevent the distribution of a dividend to the holders of shares whose full nominal
amount has not been paid up.

|59. | Retention
of Dividends
|--- | ----------------------

(a)
          The Board of Directors may retain any dividend or other moneys payable or
          property distributable in respect of a share on which the Company has a lien,
          and may apply the same in or toward satisfaction of the debts, liabilities or
          obligations in respect of which the lien exists.

(b)
          The Board of Directors may retain any dividend or other moneys payable or
          property distributable in respect of a share in respect of which any person is,
          under Articles 20 or 21, entitled to become a member, or which any person is,
          under said Articles, entitled to transfer, until such person shall become a
          member in respect of such share or shall transfer the same.

|60. | Unclaimed
Dividends
|--- | -------------------

All
unclaimed dividends or other moneys payable in respect of a share may be invested or
otherwise made use of by the Board of Directors for the benefit of the Company until
claimed. The payment by the Directors of any unclaimed dividend or such other moneys into
a separate account shall not constitute the Company a trustee in respect thereof. The
principal (and only the principal) of an unclaimed dividend or such other moneys shall be,
if claimed, paid to a person entitled thereto.

|61. | Mechanics
of Payment
|--- | --------------------

Any
dividend or other moneys payable in cash in respect of a share may be paid by check or
warrant sent through the post to, or left at, the registered address of the person
entitled thereto or by transfer to a bank account specified by such person (or, if two or
more persons are registered as joint holders of such share or are entitled jointly thereto
in consequence of the death or bankruptcy of the holder or otherwise, to the joint holder
whose name is registered first in the Register of Members of his bank account or the
person who the Company may then recognize as the owner thereof or entitled thereto under
Article 20 or 21 hereof, as applicable, or such persons bank account), or to such
person and at such other address as the person entitled thereto may be writing direct.
Every such check or warrant shall be made payable to the order of the person to whom it is
sent, or to such person as the person entitled thereto as aforesaid may direct, and
payment of the check or warrant by the banker upon whom it is drawn shall be a good
discharge to the Company.

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|62. | Receipt
from a Joint Holder
|--- | ---------------------------

If
two or more persons are registered as joint holders of any share, or are entitled jointly
thereto in consequence of the death or bankruptcy of the holder or otherwise, any one of
them may give effectual receipts for any dividend or other moneys payable or property
distributable in respect of such shares.

ACCOUNTS

|63. | Books
of Account
|--- | ----------------

(a)
          The Board of Directors shall cause accurate books of account to be kept in
          accordance with the provisions of the Companies Ordinance and of any other
          applicable law. Such books of account shall be kept at the Registered Office of
          the Company, or at such other place or places as the Board of Directors may
          think fit, and they shall always be open to inspection by all Directors. No
          member, not being a Director, shall have any right to inspect any account or
          book or other similar document of the Company, except as conferred by law or
          authorized by the Board of Directors or by Ordinary Resolution of the Company.

(b)
          The Company shall make copies of its annual financial statements available for
          inspection by the Shareholders at the principal offices of the Company. The
          Company shall not be required to send copies of its annual financial statements
          to Shareholders, except upon request.

|64. | Audit
|--- | -----

At
least once in every fiscal year the accounts of the Company shall be audited and the
correctness of the profit and loss account and balance sheet certified by one or more duly
qualified auditors.

|65. | Auditors
|--- | --------

The
appointment, authorities, rights and duties of the auditor(s) of the Company shall be
regulated by applicable law; provided, however, that in exercising its authority to
fix the remuneration of the auditor(s), the members in General Meeting may, by Ordinary
Resolution, act (and in the absence of any action in connection therewith shall be deemed
to have so acted) to authorize the Board of Directors to fix such remuneration subject to
such criteria or standards, if any, as may be provided in such Ordinary Resolution, and if
no such criteria or standards are so provided, such remuneration shall be fixed in an
amount commensurate with the volume and nature of the services rendered by such
auditor(s).

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BRANCH REGISTERS

|66. | Branch
Registers
|--- | ----------------

Subject
to and in accordance with the provisions of Sections 71 to 80, inclusive, of the Companies
Ordinance 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.

|67. | Audit
Committee
|--- | ---------------

(a)
          For purposes of these Articles the terms Office Holder,          Personal
Interest and Relative shall be defined as set           forth in
Section 96(24) of the Companies Ordinance.

(b)
          The Board of Directors shall appoint an Audit Committee which shall be composed
          of three members, none of whom shall be Chairman or Co-Chairman of the Board of
          Directors, the Chief Executive Officer, Controller, Secretary or any other
          Office Holder who is an employee of the Company, and the majority of whom shall
          not be shareholders of the Company holding more than 5% (five percent) of the
          issued and outstanding share capital of the Company, or their relatives.

(c)
          All of the following matters shall be brought before the Audit Committee, and
no           action in respect thereof shall be taken prior to receiving the Audit
          Committees and the Board of Directors approval. Approval of the
          Board of Directors may be given only following the Audit Committees
          approval:

| | (i)
          proposed transactions to which the Company intends to be a party in which an
          Officer Holder has a direct or indirect Personal Interest;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)
          actions which may otherwise be deemed to constitute a breach of fiduciary duty
          or the duty of care, as defined in Section 96(27) of the Companies Ordinance,
of           an Office Holder of the Company;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | (iii)
          agreements with directors as to the terms of their services; and
| | --------------------------------------------------------------------------------

| | (iv)
          indemnification of Office Holders.
| | -------------------------------------------------

(d)
          Approval by the majority of the Members of the Audit Committee shall be deemed
          approval of the Audit Committee for the purposes of this Article.

(e)
          The Audit Committee shall meet upon receiving at least seven days prior
          written notice from the Board of Directors of a meeting. Such prior written
          notice shall contain details of the action in respect of which the meeting will
          be convened.

(f)
          Should a majority of the Audit Committee of the Board of Directors have a
          Personal Interest in any of the matters detailed in Section 67(c) above, the
          action shall be raised at the next General Meeting, and shall be subject to
          approval of the General Meeting.

(g)
          Any Office Holder whose interest is brought before the Audit Committee and the
          Board of Directors for approval shall not be present nor shall he have a vote
at           any meeting at which his interest shall be discussed or voted upon.

INDEMNITY AND INSURANCE

|68. | Insurance,
Indemnification and Exculpation
|--- | ------------------------------------------

The
Company may insure, indemnify and exculpate its Office Holders to the fullest extent
permitted by law, from time to time. Without limiting the generality of the foregoing:

(a)
          Subject to the provisions of the Companies Law, the Company may enter into a
          contract for the insurance of its Office Holders, for act or omissions in their
          capacity as Office Holders, in whole or in part, against any of the following:

| | (i)
          breach of the duty of care owed to the Company or a third party;
| | ------------------------------------------------------------------------------

| | (ii)
          breach of the fiduciary duty owed to the Company, provided that the Office
          Holder acted in good faith and had reasonable grounds to believe that his
action           would not harm the Companys interests; and
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)
          monetary liability imposed on the Office Holder in favor of a third party.
| | ------------------------------------------------------------------------------------------

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(b)
          Subject to the provisions of the Companies Law, the Company is entitled
          retroactively to indemnify any Office Holder, or to provide a prior undertaking
          to indemnify an Office Holder where such prior undertaking is limited
          (1) to categories of events that the Board believes are foreseeable in
          light of the Companys activities on the date of grant of the undertaking
          to indemnify, and (2) to an amount or in accordance with guidelines
          determined by the Board to be reasonable in the circumstances (and such
          undertaking includes the categories of events that the Board believes are
          foreseeable in light of the Companys activities on the date of grant of
          the undertaking to indemnify and to an amount or in accordance with guidelines
          determined by the Board to be reasonable in the circumstances), for an act that
          such Office Holder performed by virtue of being an Office Holder of the
Company,           for monetary liability imposed on the Office Holder in favor of a
third party in           a judgment, including a settlement or an arbitral award
confirmed by a court.

(c)
          Subject to the provisions of the Companies Law, the Company is entitled
          retroactively to indemnify any Office Holder, or to provide a prior undertaking
          to indemnify an Office Holder for:

| | (i)
          reasonable legal costs, including attorneys fees, expended by an Office
          Holder as a result of an investigation or proceeding instituted against the
          Office Holder by a competent authority, provided that such investigation or
          proceeding concludes without the filing of an indictment against the Office
          Holder and either (A) no financial liability was imposed on the Office
          Holder in lieu of criminal proceedings, or (B) financial liability was
          imposed on the Office Holder in lieu of criminal proceedings but the alleged
          criminal offense does not require proof of criminal intent; and
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)
          reasonable legal costs, including attorneys fees, expended by the Office
          Holder or for which the Office Holder is charged by a court, (a) in an
          action brought against the Office Holder by or on behalf of the Company or a
          third party, or (b) in a criminal action in which the Office Holder is found
          innocent, or (c) in a criminal action in which the Office Holder is convicted
          and in which a proof of criminal intent is not required.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(d)
          Subject to the provisions of the Companies Law, the Company may exculpate an
          Office Holder in advance from liability, or any part of liability, for damages
          sustained by virtue of a breach of duty of care to the Company.

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WINDING UP

|69. | Winding
up
|--- | ----------

If
the Company is wound up, then, subject to applicable law and to the rights of the holders
of shares with special rights upon winding up, the assets of the Company available for
distribution among the members shall be distributed to them in proportion to the nominal
value of their respective holdings of the shares in respect of which such distribution is
being made.

RIGHTS OF SIGNATURE,
STAMP AND SEAL

|70. | Rights
of Signature, Stamp and Seal
|--- | -----------------------------------

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

(b)
          The Board of Directors may provide for a seal. If the Board of Directors so
          provides, it shall also provide for the safe custody thereof. Such seal shall
          not be used except by the authority of the Board of Directors and in the
          presence of the person(s) authorized to sign on behalf of the Company, who
shall           sign every instrument to which such seal is affixed.

(c)
          The Company may exercise the powers conferred by Section 102 of the Companies
          Ordinance regarding a seal for use abroad, and such powers shall be vested in
          the Board of Directors.

NOTICES

|71. | Notices
|--- | -------

(a)
          Any written notice or other document may be served by the Company upon any
          member either personally or by sending it by prepaid mail (airmail if sent
          internationally) addressed to such member at his address as described in the
          Register of Members or such other address as he may have designated in writing
          for the receipt of notices and other documents. Any written notice or other
          document may be served by any member upon the Company by tendering the name 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 office. Any such notice
          or other document shall be deemed to have been served forty-eight (48) hours
          after it has been posted (seven (7) business days if sent internationally), or
          when actually received by the addressee if sooner than forty-eight hours or
          seven days, as the case may be, after it has been posted, or when actually
          tendered in person, to such member (or to the Secretary) or the General
          Manager). Notice sent by cablegram, telex, facsimile or electronic mail shall
be           deemed to have been served when actually received by such member (or by the
          Company). 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 other respect, to comply with the
provisions of           this Article 71(a).

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

(c)
          Any member whose address is not described in the Register of Members, and who
          shall not have designated in writing an address for the receipt of notices,
          shall not be entitled to receive any notice from the Company.

(d)
          Notwithstanding anything to the contrary contained herein, notice by the
Company           of a General Meeting which is published in at least two daily
newspapers in the           State of Israel within the time otherwise required for giving
notice of such           meeting under Article 25 hereof and containing the information
required to be           set forth in such notice under such Article shall be deemed to
be a notice of           such meeting duly given, for purposes of these Articles, to any
member whose           address as registered in the Register of Members is located in the
State of           Israel.

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