Exhibit 10.14


 


COMPANIES LAW, 5759-1999


 


ARTICLES FOR MANAGEMENT OF A PRIVATE
COMPANY LIMITED BY SHARES


 


General


 


	1.	Company name in Hebrew:	L&S Light
    and Strong Ltd
	 	Company name in English:	L&S Light and Strong Ltd
	 	Company number:	514030741


 


Interpretation
and definitions


 





	2.	2.1	The rules laid down in the Law (within the meaning of the
    term in these Articles) shall apply to and bind the company, its shareholders and company officers, unless other rules are
    laid down in these Articles which are valid under the law applicable to the matter.  




 





		2.2	The terms mentioned in these Articles
                                         shall have the meaning given to them in the Law (within its meaning below). If a term
                                         has not been given any meaning in the Law it shall have the meaning given to it in the
                                         Ordinance (insofar as it applies at the time of these Articles coming into effect), all
                                         subject to anything expressly stated in these Articles, unless the context necessitates
                                         otherwise.



 


		2.3	In these Articles the following terms
                                         shall have the meaning given to them which appears alongside them on the right side of
                                         the table below:



 


	the Law	-	 the Companies Law, 5759-1999 and the regulations which
    have been and will be enacted thereunder
	the Ordinance	-	the Companies Ordinance [New Version] and the regulations enacted thereunder
    which are in force at the time of these Articles coming into effect
	these Articles	-	these Articles as they shall be in force at the relevant times


 


		2.4	Anything stated in the singular shall
                                         include the plural and vice versa. Anything stated in the masculine shall include the
                                         feminine and vice versa, and any reference to a person shall include a corporation and
                                         vice versa.



 


Limitation
of liability


 


		3.	The liability of a shareholder in the company
                                         for the company's debts shall be limited to payment of the full allocation price of the
                                         shares owned by him. On payment of the aforesaid allocation price the shareholder and
                                         the transferees shall not have any debt to the company, except under a written undertaking
                                         or under the provisions of any law.



 




     


     


    

 


The
company as a private company


 


		4.	The company shall be a private company and
                                         the following provisions shall therefore apply to it and with regard to it:



 


		4.1	The right of transfer of shares shall
                                         be restricted as laid down in these Articles.



 


		4.2	The number of members of the company
                                         shall not exceed fifty, except people who work for the company and/or who worked for
                                         it and during the period of their employment were and also after their employment continued
                                         to be members of the company. For the purpose of this sub-clause two (or more) people
                                         who hold one share jointly shall be deemed to be one shareholder.



 


		4.3	The company may have only one shareholder.



 


		4.4	From time to time the company may donate
                                         reasonable amounts from its profits to worthy causes, even if this donation is not intended
                                         to maximize the company's profits and is not based on business considerations.



 


The
objects


 


		5.	The objects for which the company was founded:



 


			To initiate, organize, conduct and engage
                                         in any business and matter in Israel and abroad, which is permitted by any law.



 


The
company's capital and the shares


 





	6.	6.1	The company's authorized share capital shall have no par
    value and shall be divided into 1,000,000,000 ordinary no par value shares.




 





		6.2	The ordinary shares shall have equal
                                         rights and shall confer the following rights on their holders:



 


		6.2.1	Each ordinary share shall confer on
                                         its holder the right to be invited to meetings of the company of all kinds, to participate
                                         in votes and to vote at them, with each holder of a share who is present at a meeting,
                                         whether personally or by means of a proxy, having one vote per share.



 


		6.2.2	Each ordinary share shall confer on
                                         its holder the right to participate in the distribution of the company's profits, to
                                         receive a dividend and benefits from the company and the right to participate in the
                                         distribution of the company's surplus property on its winding up, and in the case of
                                         winding up to receive its par value together with any premium which was paid for it.



 




     


     


    

 


The
company


 





	7.	7.1	The general meeting




 





		7.1.1	General meetings of the company shall
                                         be convened at least once every 12 (twelve) months, at a date and place to be determined
                                         by the board of directors, but not later than 15 (fifteen) months after the last previous
                                         general meeting. These general meetings shall be called "ordinary meetings".
                                         The other meetings of the company shall be called "special meetings". The ordinary
                                         meeting shall receive the directors' report and shall discuss it, shall receive the financial
                                         statements and the balance sheet, shall appoint an auditor and shall discuss all the
                                         other matters which must be discussed at the annual general meeting of the company according
                                         to these Articles or according to the Law.



 


		7.1.2	The directors may convene a special
                                         meeting whenever they see fit, and they are obliged to convene an extraordinary meeting
                                         at the demand of anyone entitled to demand the holding thereof under Section 63 of the
                                         Law, and if it is not convened by the directors, those demanding it may convene it, on
                                         the conditions laid down in Section 64 of the Law. Any demand to convene a meeting shall
                                         state the purposes for which it is requested that the meeting be called, and shall be
                                         delivered to the office signed by those demanding it.



 


		7.1.3	The notices of the holding of the
                                         general meeting – whether ordinary or special - shall be delivered to everyone
                                         entitled to participate in it, not later than 14 days before the date of holding it,
                                         in the manner determined by the company at the shareholders' meeting, but it shall not
                                         be necessary to give notice of the holding of a general meeting by an announcement in
                                         a newspaper unless the board of directors has expressly stated this.



 


			Notwithstanding the aforesaid, the board
                                         of directors of the company may call a general meeting of the company by notice shorter
                                         than specified above (but in any case of at least 7 days) if an urgent decision is required.
                                         In addition, by agreement of all the members who are entitled to receive notice of a
                                         particular meeting, that meeting can be called by notice shorter than that specified
                                         in this Article, and in a manner which the shareholders consider appropriate. If all
                                         the shareholders who are entitled to receive an invitation to a meeting have passed a
                                         resolution waiving delivery of prior invitation, the aforesaid meeting shall be deemed
                                         to be a meeting which was duly convened.



 


		7.1.4	Notice of a general meeting shall
                                         state the place and date of the meeting and the agenda and reasonable details of the
                                         matters for discussion.



 




     


     


    

 


		7.1.5	The agenda of the general meeting
                                         shall be determined by the board of directors and shall include both matters for which
                                         the convening of a special meeting was demanded under Article 7.1.2 above and a matter
                                         requested by one or more shareholders having at least 10% (ten) percent of the voting
                                         rights at the general meeting, provided that the matter is appropriate for discussion
                                         at a general meeting. The board of directors of the company shall give all the members
                                         of the company written notice, which shall set out the final agenda determined for the
                                         general meeting, not later than 7 days before the intended date of the meeting.



 


			If the agenda of the meeting includes a
                                         proposal for alteration of the Articles, the wording of the proposed alteration shall
                                         be attached to the aforesaid notice.



 


		7.1.6	At the general meeting resolutions
                                         shall only be passed on the matters set out in the agenda.



 


		7.1.7	A quorum at the general meeting (including
                                         a postponed meeting) shall exist when a number of members having more than half the votes
                                         entitled to vote at company meetings are present. If the necessary quorum does not appear,
                                         the meeting shall be postponed to a week after the original date (and if that date is
                                         a Saturday or holiday – to the first business day thereafter), at the same place
                                         and time. A quorum at a postponed meeting shall exist when a number of members having
                                         more than 25% of the votes entitled to vote at company meetings are present.



 


		7.1.8	The person serving as chairman of
                                         the board of directors at the time of holding the meeting shall serve as chairman of
                                         the general meeting (and in his absence another member of the board of directors and/or
                                         any third party elected by the meeting shall serve as chairman of the meeting).



 


		7.1.9	At company meetings the holder of
                                         more than one ordinary share shall be represented by not more than one representative,
                                         and each shareholder in the company shall have the same number of votes as the number
                                         of the ordinary shares owned by him.



 


		7.1.10	Subject to any law, proposals put
                                         to the vote at the general meeting shall be passed by an ordinary majority of the ordinary
                                         shareholders.



 


		7.1.12	The
                                         general meeting may assume powers granted to the board of directors or to another organ,
                                         whether generally or for a particular matter or particular period of time. If the general
                                         meeting assumes powers granted to other organs of the company as stated in this sub-clause,
                                         the provisions of the Law which apply to the matter shall apply with regard to the members.



 




     


     


    

 


		7.2	The board of directors



 


		7.2.1	The board of directors of the company
                                         shall consist of between 2 directors and 11 directors. Directors shall be appointed to
                                         the board of directors of the company by written notice by a shareholder who holds more
                                         than 10% of the issued and paid up share capital of the company.



 


			Such a shareholder shall be entitled to
                                         appoint one director to the board of directors of the company for each 10% of the issued
                                         and paid up share capital of the company held by him (in other words, a shareholder who
                                         holds 20% of the issued and paid up share capital of the company shall be entitled to
                                         appoint 2 directors to the board of directors of the company).



 


		7.2.2	Subject to the provisions of the Articles
                                         of the company, the office of a member of the board of directors of the company shall
                                         become vacant, be terminated or expire on the occurrence of one (or more) of the following:



 


		(a)	On the death (Heaven forbid) of the
                                         director



 


		(b)	The director has been declared incompetent



 


		(c)	The director has become bankrupt



 


		(d)	If the appointment was conditional upon
                                         the occurrence of any event- at the time when the event took place or ceased to exist,
                                         as the case may be



 


		(e)	On the provisions of Section 232 of
                                         the Law being met



 


		(f)	In accordance with a court decision
                                         as stated in Section 233 of the Law



 


		7.2.3	If the position of a director who
                                         was appointed by one of the shareholders of the company (as stated in sub-clause 7.2.1
                                         above) has become vacant, and the percentage of the appointing shareholder's holdings
                                         in the company's shares has not decreased from what it was at the time of the appointment,
                                         that shareholder may appoint another director in the place of the one whose position
                                         has become vacant.



 




     


     


    

 


		7.3	Operation of the board of directors



 


		7.3.1	The chairman of the board of directors
                                         (and in his absence – the chairman of any meeting) shall be appointed by the board
                                         of directors from among its members.



 


		7.3.2	The quorum required for meetings of
                                         the board of directors, unless a special quorum is required for a particular matter,
                                         shall be such number of directors as constitutes a majority of the directors holding
                                         office in the company.



 


			If a meeting of the board of directors
                                         of the company has been duly called and at the appointed date and time an appropriate
                                         quorum is not present, the meeting shall be postponed to the same time and place after
                                         the passage of 7 days (and if a festival or public holiday falls on that date –
                                         to the first business day thereafter), and in such a case at least one-third of the members
                                         of the board of directors shall constitute a proper quorum.



 


		7.3.3	The holding of meetings of the board
                                         of directors requires advance notice of at least 7 days, but all the directors, by unanimous
                                         resolution, may decide on the holding of a meeting of the board of directors even without
                                         fulfillment of this condition. The notice of the meeting shall be in writing and the
                                         chairman of the board of directors, or any of the members of the board of directors,
                                         shall have the power to call a meeting of the board of directors.



 


		7.3.4	Subject to the provisions of sub-clause
                                         7.3.5 below, resolutions shall not be passed at meetings of the board of directors unless
                                         the meeting was duly convened and the quorum as stated above is present. The board of
                                         directors may hold a discussion and pass resolutions even if some of its members participate
                                         in the meeting through means of communication, subject to the provisions of the Law on
                                         the matter.



 


		7.3.5	Any proposed resolution, in writing,
                                         which has been signed by all the members of the board of directors holding office at
                                         that time shall be deemed to have been passed by the board of directors at a duly convened
                                         meeting.



 


		7.4	Voting at meetings of the board of
                                         directors



 


		7.4.1	Proposals put to the vote at meetings
                                         of the board of directors shall be passed by a majority of votes.



 


		7.4.2	In votes which are held by the board
                                         of directors each member of the board of directors shall have one vote.



 




     


     


    

 


		7.4.3	The chairman of the board of directors
                                         of the company (or the chairman of any meeting – in the absence of the chairman
                                         of the board of directors) shall not have a casting vote or additional vote in votes
                                         of the board of directors.



 


		7.4.4	Subject to the provisions of any law
                                         applicable in the matter, a member of the board of directors may give a proxy to another
                                         to participate in and vote in his name and place at meetings of the board of directors
                                         without having to give advance notice of appointment of the proxy and/or to deposit the
                                         proxy document in advance at the company's offices. It is clarified that any director
                                         may act as proxy of another director and vote at any meeting in his name and in the name
                                         of another director who has given him a proxy, provided that at the beginning of the
                                         meeting he has exhibited an appropriate proxy document from the director who gave him
                                         the proxy.



 


		7.4.5	An alternate for a member of the board
                                         of directors shall have the same number of votes as the votes of the member for whom
                                         he is substituting (and if the alternate is himself a member of the board of directors
                                         his vote shall be in addition to the vote of the member for whom he is substituting).



 


		7.5	Company officers



 


A person who serves in the position
of CEO of the company shall be appointed by the board of directors of the company on the basis of his qualifications and suitability
for the position and without regard to any connection which exists (or does not exist) between him and any of the shareholders
of the company. The other officers of the company (except the directors and committees of the board of directors) shall be appointed
by the CEO with the approval of the board of directors.


 


Restriction of transferability and
holding of the shares allocated from the company's capital


 





	8.	8.1	Subject to the restrictions set out in these Articles,
    the company's shares shall be transferable. However, a shareholder in the company who wishes to transfer them (hereinafter
    – 'the offeror') shall not be permitted, subject to the provisions of sub-clauses 8.2 and 8.3 below in particular and
    to these Articles in general, to transfer his shares or any part of them, for consideration and/or without consideration and/or
    in any other manner, unless he has first offered them to all the other shareholders in the company at that time (hereinafter
    – 'the offerees'), and they shall have a preemptive right, on right of first refusal terms, to purchase the offered
    shares.




 





		8.1.1	The offer shall be in writing, it
                                         shall state the number of shares for sale or transfer, the name of the person or corporation
                                         to whom the offeror shareholder wishes to sell or transfer the offered shares, the sum
                                         requested for the shares offered for sale, the payment terms and all other relevant information
                                         (hereinafter in this clause – 'the offer').



 




     


     


    

 


		8.1.2	The offer shall be sent to all the
                                         offerees at their addresses recorded in the company's registers.



 


		8.1.3	A copy of each such offer sent to
                                         the offerees shall also be sent to the company's head office by the offeror.



 


		8.1.4	Within 21 days from the date of receipt
                                         of the offer (hereinafter – 'the right of refusal period') as aforesaid, the offerees
                                         (each of them) shall have the right to purchase all the offered shares. The right of
                                         refusal under this clause shall be exercised by sending or delivering an unqualified
                                         notice in writing by the offerees, which shall be delivered to the offeror and the company
                                         before the end of the period of time designated for this (hereinafter in this clause
                                         – 'acceptance notice').



 


		8.1.5	The shares and/or rights offered,
                                         as stated in the offer, shall be transferred and sold within 5 business days from the
                                         end of the aforesaid 21-day period, to each offeree who gave an acceptance notice, on
                                         the terms of the offer and on payment of the consideration specified in the offer.



 


		8.1.6	If more than one of the offerees gives
                                         notice of his wish to purchase the offered shares, the members who have given such notices
                                         and ordered the offered shares may purchase the offered shares by division among themselves
                                         pro rata to the percentages of their holdings in the shares of the company at that time,
                                         on the terms of the offer and on payment of the consideration specified in the offer.



 


		8.1.7	If all the offerees give notice of
                                         their refusal to purchase the offered shares, or do not respond at all and/or do not
                                         transfer funds on account of the offered shares, on the dates required under this Article
                                         8.1, they shall be deemed to have refused to purchase the offered shares. If only some
                                         of the offerees have given notice of acceptance with regard to only some of the offered
                                         shares, the members exercising their rights shall be entitled to purchase the balance
                                         of the offered shares within 7 further days by division among themselves as agreed among
                                         themselves and in the absence of agreement by division in accordance with the percentages
                                         of their holdings in the shares of the company at that time.



 


		8.1.8	If the members do not exercise their
                                         right to purchase all the offered shares as aforesaid, the offeror shareholder shall
                                         be permitted (subject to the provisions of the Articles below) to transfer all the offered
                                         shares to the party mentioned in his offer, on the terms stated in his offer, during
                                         a further period of 30 days from the end of the right of refusal period which was given
                                         to the members.



 




     


     


    

 


		8.1.9	If the offeror shareholder does not
                                         transfer the shares offered by him as aforesaid, within the abovementioned period, he
                                         shall no longer be permitted to transfer his shares (or any part of them) to another/others
                                         unless he first offers them again, as set out in this clause, and in such a case the
                                         abovementioned offer shall be deemed to be a new offer, and all the provisions of this
                                         clause, with all that they involve, shall apply.



 


		8.2	Notwithstanding all that has been stated
                                         above, transfer of shares in the company requires the approval of the board of directors
                                         of the company. The board of directors may refuse to register a transfer of shares in
                                         the name of a proposed purchaser who is not a shareholder in the company before that
                                         date only if there are reasonable and weighty grounds, which shall be set out by it in
                                         the notice of refusal, and the existence of which may materially harm the company's business,
                                         as illustrated in the last paragraph of this sub-clause 8.2.



 


			After delivery of the offeror shareholder's
                                         offer to the board of directors and to the company, the board of directors shall be obliged
                                         to give notice of its refusal to register the transfer of shares to the proposed transferee,
                                         within 21 days from the date of receipt of the offeror shareholder's offer. If a notice
                                         of refusal is not given within the aforesaid period of time, the board of directors shall
                                         no longer be permitted to refuse to register the aforesaid transfer of shares.



 


			Without derogating from the powers granted
                                         to the board of directors in these Articles and without the following constituting a
                                         closed list of cases, the board of directors may refuse to register transfer of shares
                                         on account of the transferee or the controlling shareholder therein having a conflict
                                         of interest with the company, on account of the transferee or its directors having been
                                         convicted of offences of moral turpitude.



 


		8.3	Notwithstanding all the aforesaid, a
                                         shareholder may transfer and/or bequeath his shares, without having to offer them to
                                         the other shareholders, to his first-degree relatives (father, mother, son, daughter,
                                         grandson, granddaughter, brother, sister, husband, wife) (if he is an individual) and
                                         to corporations under its full control or to another corporation under the control of
                                         the shareholders therein or to the shareholders therein (if it is a corporation) (hereinafter:
                                         "authorized transferee").



 


		8.4	Each shareholder who transfers shares
                                         in the company to another and/or others undertakes to ensure that the purchaser or transferee
                                         accepts the rights (which are linked to the transferred shares) and obligations of the
                                         transferring shareholder vis-à-vis the company and vis-à-vis the other
                                         shareholders in the company as they are at that time, including his obligations under
                                         these Articles and including, but not limited to, his obligations under this section.



 




     


     


    

			



 


Participation in sale of shares in
the company (Tag Along)


 





	9.	9.1	If a shareholder (hereinafter: "the seller")
    wishes to sell more than 20% of the total issued and paid up share capital of the company to someone who is not his authorized
    transferee (hereinafter: "the purchaser" or "the sale transaction", as the case may be), the other shareholders
    shall have the right to participate in the sale transaction on the same terms as agreed between the purchaser and the seller,
    pro rata to the number of shares in the company held by the seller at that time compared with the number of shares in the
    company held at that time by the other shareholders who wish to participate in the sale transaction.




 





		9.2	The manner of exercising the tag-along
                                         right shall be as follows:



 


		9.2.1	Within 21 (twenty-one) days from the
                                         date of receipt of written notice from the seller of the offer for the sale of his shares,
                                         the other shareholders shall give notice as to whether they intend to participate in
                                         the sale transaction (hereinafter: "the tag-along notice"). The tag-along notice
                                         shall be irrevocable and unconditional, but the other shareholders may participate in
                                         the sale transaction in a number of shares in the company which is less than the pro
                                         rata number to which they are entitled as stated in Article 9.1.



 


		9.2.2	If the tag-along notice is given on
                                         the date fixed for this, the shares in the company held by the other shareholders shall
                                         be included in the sale transaction as stated in Article 9.1.



 


		9.3	Approval of transfer of the shares to
                                         the purchaser shall be conditional upon the seller and the purchaser delivering an affidavit
                                         signed by each of them separately to the other shareholders, which confirms that the
                                         sale transaction will be carried out in accordance with the terms set out in the offer,
                                         that the consideration for the shares has been paid in full and that there are no additional
                                         agreements or arrangements between the seller and the purchaser which are directly or
                                         indirectly related to the shares being transferred, to the price and to the terms of
                                         purchase thereof as set out in the offer.



 


		9.5	If
                                         the shares are not sold within 30 days from the end of the 21-day period mentioned in
                                         sub-clause 9.2.1 above, the shareholder's rights as stated in clause 8 and in sub-clause
                                         9.1 above shall apply again.



 


		9.6	In the case of a clash between the rights
                                         granted under clause 8 and the rights granted under this clause 9, the provisions of
                                         clause 8 shall prevail.



 




     


     


    

 


The right to participate in allocation
of shares (Preemptive Right)


 





	10.	10.1	Without derogating from the provisions of these Articles,
    in a case where the company wishes to raise capital by means of allocation of shares or any other securities exercisable as
    or convertible into shares, other than by a public issue, the shareholders in the company at that time shall be given the
    right to participate in the capital raising on the terms set out in the company's notice and to purchase the issued shares
    in a distribution which implements the aforesaid right, pro rata to their holdings in the company's shares at that time, provided
    that they undertake to do so within 30 days from the date of the offer by the company.




 





		10.2	To remove doubt it is clarified that
                                         each of the shareholders in the company who wishes to exercise the right as stated in
                                         sub-clause 10.1 above shall be entitled to exercise his right with regard to all or part
                                         of the quota of shares in his portion of the allocation as stated above. If a shareholder
                                         refrains from or refuses to exercise the aforesaid right in respect of his portion, in
                                         whole or in part, the balance shall be offered to the other shareholders who have exercised
                                         their right, pro rata, and they shall be given the right to acquire the balance of the
                                         shares within 7 further days by distribution among them pro rata to their holdings in
                                         the ordinary shares of the company at that time.



 


		10.3	If the capital is not raised by the
                                         company as stated in sub-clause 10.1 above within 45 days from the date of delivery of
                                         the notice to the shareholders in the company, the shareholders' right shall apply again.



 


		10.4	The provisions of this clause 10 shall
                                         not apply to allocation of shares in the company to its employees or in the case of exercise
                                         of options which have been or will be given to employees and other key people in accordance
                                         with valid resolutions of the board of directors of the company.



 


Forced
sale of shares of a shareholder in the company (Bring Along)


 


		11.	If any third party who is not a shareholder
                                         in the company has offered to purchase all the ordinary shares in the company and the
                                         shareholders who hold 60% or more of the ordinary shares of the company have agreed to
                                         the offer within 14 days from the date of receipt thereof, the offeror, within 14 further
                                         days, may give notice in writing to all the other shareholders who have not agreed to
                                         the offer, through the board of directors of the company, that he wishes to purchase
                                         the ordinary shares in the company owned by all those shareholders, and those shareholders
                                         shall be obliged to sell their shares to the offeror within 14 days from the date of
                                         receipt of the notice, at the same price and on the same terms as the rest of the ordinary
                                         shares will be sold. As soon as the determining percentage of shareholders who wish to
                                         sell as stated above is obtained, any transfer of shares in the company is prohibited,
                                         and it is prohibited to carry out any transaction in shares and/or to grant any proprietary
                                         right in them, including not imposing attachments or liens on them. It is hereby clarified
                                         that the aforesaid does not derogate from the right set out in Article 8 above.



 




     


     


    

 


Financing the company's operations


 





	12.	12.1	If the company requires capital to finance its operations,
    in accordance with a resolution of the board of directors of the company the company shall approach its shareholders with
    an offer to them to participate in the anticipated capital raising as set out in clause 10 above (hereinafter – 'the
    capital raising').







 


		12.2	If any of the holders of the issued
                                         shares in the capital of the company refuses to or refrains from participating in the
                                         aforesaid capital raising, subject to an appropriate resolution being passed the percentage
                                         of his shareholding in the company shall be diluted as necessitated by the participation
                                         of the other shareholders in the capital raising.



 


Signing
rights and funds


 





	13.	13.1	The signing rights in the company shall be determined from
    time to time by the board of directors of the company.







 


		13.2	Subject to valid resolutions of the
                                         board of directors of the company, all the company's funds shall be deposited, immediately
                                         upon receipt thereof, in the company’s bank account(s), and all the company’s
                                         expenses – except those paid from the petty cash fund which shall be maintained
                                         by the company, as is customary and in accordance with the directives of the tax authorities
                                         – shall be paid by drawing cheques on the company's bank account(s) and/or by bank
                                         transfers.



 


Insurance
and indemnity


 





	14.	14.1	Subject to the provisions of Section 261 of the Companies
    Law, the company shall be permitted (but not obliged) to enter into a contract for  insurance of the liability of
    a company officer, wholly or partly, on account of any of the following:




 





		14.1.1	Breach of the duty of care to the
                                         company or to another person



 


		14.1.2	Breach of fiduciary duty to the company,
                                         provided that the company officer acted in good faith and had reasonable grounds to assume
                                         that the action would not harm the company's interests.



 


		14.1.3	Financial liability imposed on him
                                         in favour of another person, on account of action which he took in his capacity as a
                                         company officer.



 


		14.2	Subject to Section 260 of the Companies
                                         Law, the company shall be permitted (but not obliged) to exempt a company officer (even
                                         in advance) from liability for damage as a result of breach of the duty of care to it,
                                         but the company may not exempt a director in advance from his liability to it as a result
                                         of breach of the duty of care in distribution. In addition, the company may indemnify
                                         a company officer on account of any of the following:



 




     


     


    

 


		14.2.1	Financial liability imposed on him
                                         in favour of another person in a judgment (including a judgment given by compromise or
                                         an arbitrator's award which has been confirmed by the court) on account of action which
                                         he took in his capacity as a company officer.



 


		14.2.2	Reasonable legal expenses (including
                                         advocates' fees) which a company officer incurred or which he was ordered to pay by a
                                         court in a proceeding instituted against him by or on behalf of the company or by another
                                         person or in a criminal prosecution in which he was acquitted, all on account of action
                                         which he took in his capacity as a company officer.



 


		14.3	Notwithstanding the provisions of sub-clause
                                         14.1 and sub-clause 14.2 above, the company may not enter into a contract for insurance
                                         of the liability of a company officer and/or release him from liability or indemnify
                                         him in respect of financial liability which is imposed on him on account of any of the
                                         following:



 


		14.3.1	Breach of fiduciary duty, except
                                         with regard to indemnity and insurance in respect of breach of fiduciary duty as stated
                                         in sub-clause 14.1.2 above.



 


		14.3.2	Breach of the duty of care, which
                                         was committed intentionally or recklessly, unless committed negligently only.



 


		14.3.3	Action with the intention of deriving
                                         unlawful personal profit.



 


		14.3.4	A fine or forfeit imposed on him



 


		14.4	Without derogating from the generality
                                         of the aforesaid, the company may give an undertaking in advance or retrospectively to
                                         indemnify a company officer for liability or expenses as set out in this clause 14, in
                                         each of the cases mentioned in the Companies Law.



 


Accounts
and financial statements


 





	15.	15.1	The company shall keep appropriate books of account and
    registers as is usual in businesses similar to the company's business, and in accordance with the requirements of the law
    as they shall be from time to time.




 





		15.2	The company shall draw up financial
                                         statements for each year, which shall include a balance sheet at 31 December and a profit
                                         and loss statement for a period of a year ending on that date, and additional financial
                                         statements, as required by accepted accounting rules (hereinafter – "the statements").



 




     


     


    

 


		15.3	The statements shall be signed by at
                                         least two directors and shall include all the details which must be included by law.



 


		15.4	The board of directors shall submit
                                         the statements, which have been approved by it, at the annual meeting, and shall submit
                                         a report to the annual meeting which shall contain its explanations about the events
                                         and changes which have occurred in the company's state of affairs and have influenced
                                         the statements, in such detail as it sees fit.



 


			The statements shall be kept at the company's
                                         registered office for at least seven years from the date of compiling them, for the perusal
                                         of the directors of the company and the ordinary shareholders.



 


		15.5	An ordinary shareholder is entitled
                                         to receive a copy of the financial statements and of the auditor's opinion in respect
                                         of them.



 


			Copies of the statements shall be sent
                                         to all those entitled to receive notice of general meetings under these Articles, not
                                         later than 7 days before the date of the annual meeting.



 


		15.6	The company’s books of account
                                         and all the paperwork and documents belonging to it and concerning its affairs shall
                                         be kept at the company's principal place of business or at another place which shall
                                         be determined by the board of directors of the company and every shareholder in the company
                                         shall be permitted, at any time, during usual work hours, to peruse the books, accounts
                                         and registers (including records by electronic or digital means or in any other manner),
                                         to check them and to copy them at his expense.



 


Audit


 





	16.	16.1	At least once a year, the company’s accounts, balance
    sheets and profit and loss statements shall be audited by an auditor.




 





		16.2	At each ordinary general meeting the
                                         company shall appoint an auditor, who shall act in his position until the next ordinary
                                         general meeting, and shall determine his fee. The powers, rights, liability and duties
                                         of the auditor shall be in accordance with the provisions of the Law.



 


Minutes


 





	17.	17.1	The company shall keep minutes, in registers designated
    for the purpose, of the proceedings of general meetings and of the meetings of its  board of directors and committees
    of its board of directors, and shall retain them in accordance with the provisions of the Law.




 





		17.2	Minutes which appear to have been signed
                                         by the chairman of the general meeting or the meeting at which the aforesaid proceedings
                                         took place shall serve as prima facie evidence of the course of that general meeting
                                         and/or meeting.



 




     


     


    

 


Notices


 





	18.	18.1	A notice or any other document may be delivered by the
    company to any person, whether personally or by dispatch by registered post in Israel, by letter addressed according to the
    registered address of that shareholder which the shareholder indicated in writing to the company as the address for delivery
    of notices or other documents.




 





			A member, who is not registered in the shareholders'
                                         register as stated in the Law, shall not be entitled to receive any notice from the company.



 


		18.2	Any notice or document which was sent
                                         by the company by registered post in Israel to an address in Israel shall be deemed to
                                         have reached its destination 4 business days from the date of handing it over for dispatch
                                         by post, addressed to the correct address. If the address was abroad or the notice or
                                         document was sent by registered airmail from abroad to an address in Israel, it shall
                                         be deemed to have been delivered at its destination 10 business days from the date of
                                         handing it over for dispatch. Non-delivery of notice of a meeting or other notice to
                                         any shareholder shall not lead to cancellation of a resolution which was passed at that
                                         meeting or to cancellation of proceedings based on that notice. Any record which is made
                                         in the ordinary manner in the company’s books shall be deemed to be prima facie
                                         evidence of the dispatch, as recorded in those books.



 


Distribution
of dividend


 


		20.	In
                                         any case of receipt of consideration by the company as a result of an event in a company
                                         in which the company is invested, the consideration shall be distributed as a dividend
                                         to the shareholders in the company, not later than a month after the end of the quarter
                                         in which the profit was received at the company, subject to the provisions of any law
                                         in connection with distribution of dividend.