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                             THE COMPANIES ORDINANCE

                           A COMPANY LIMITED BY SHARES


                             ARTICLES OF ASSOCIATION

                                       OF

                     CHECK POINT SOFTWARE TECHNOLOGIES LTD.
                                 (the "Company")

                           ---------------------------



                                   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
facto forfeited; provided, however, that prior to such date, the Board of
Directors may nullify such resolution of forfeiture, but no such nullification
shall stop the Board of Directors from adopting a further resolution of
forfeiture in respect of the non-payment of the same amount.

                (c) Without derogating from Articles 54 and 59 hereof, whenever
shares are forfeited as herein provided, all dividends, if any, 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


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such share, or may, subject to the regulations as to transfer contained in these
Articles, transfer such share.


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



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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;

                                (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.


                                       14
<PAGE>   15



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.

                (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



                                       15
<PAGE>   16


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


                                       16
<PAGE>   17



for the transaction of business other than the question on which the written
ballot has been demanded.

                (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).



                                       17
<PAGE>   18



                (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)"



                                       18
<PAGE>   19

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 Share
         and/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.



                                       19
<PAGE>   20



                               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.

                (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



                                       20
<PAGE>   21


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.


                                       21
<PAGE>   22


                (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.


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



                                       22
<PAGE>   23


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.


                                       23
<PAGE>   24


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.


                                       24
<PAGE>   25



                      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.



                                       25
<PAGE>   26


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.


                                       26
<PAGE>   27



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



                                    DIVIDENDS


52.      Declaration of  Dividends

                The Board of Directors may 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



                                       27
<PAGE>   28



up in respect of the nominal value of such shares and to the date of payment
thereof (pro rata temporis).


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



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<PAGE>   30


payment of the check or warrant by the banker upon whom it is drawn shall be a
good discharge to the Company.


62.      Receipt from a Joint Holder

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



                                    ACCOUNTS


63.      Books of Account

                The Board of Directors shall cause accurate books of account to
be kept in accordance with the provisions of the Companies 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.


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


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<PAGE>   31


remuneration shall be fixed in an amount commensurate with the volume and nature
of the services rendered by such auditor(s).



                                BRANCH REGISTERS


66.      Branch Registers

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

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


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<PAGE>   32


                        (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 and Indemnity

                (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 an Office Holder in
        favor of a third party.

                (b) Subject to the provisions of the Companies Law, the Company
is entitled retroactively to indemnify any Office Holder, or provide a prior
undertaking to indemnify an Office Holder, where such prior undertaking is
limited to categories of events that the Board believes are foreseeable and to a
reasonable sum determined by the Board in the circumstances, for any of the
following events:


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<PAGE>   33


                        (i) monetary liability imposed on an Office Holder in
        favor of a third party in a judgment, including a settlement or an
        arbitral award confirmed by a court, for an act that such Office Holder
        performed by virtue of being an Office Holder of the Company; and

                        (ii) reasonable costs of litigation, including
        attorneys' fees, expended by an Office Holder or for which an Office
        Holder has been charged by a court, in an action brought against the
        Office Holder by or on behalf of the Company or a third party, or in a
        criminal action in which an Office Holder was found innocent, or in a
        criminal offense in which an Office Holder was convicted and in which a
        proof of criminal intent is not required.

                (c) 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 a breach of duty of care to the Company.


                                   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.



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<PAGE>   34


                (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).

                (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



                                       34
<PAGE>   35


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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