EXHIBIT 1.2

                             ARTICLES OF ASSOCIATION
                                       OF
                          HEALTHCARE TECHNOLOGIES LTD.



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                             THE COMPANIES ORDINANCE



                            COMPANY LIMITED BY SHARES


                             ARTICLES OF ASSOCIATION
                                       of
                          HEALTHCARE TECHNOLOGIES LTD.







                                 INTERPRETATION

1.   In these Articles the words standing in the first column of the table next
     hereinafter contained shall bear the meanings set opposite them
     respectively in the second column thereof, if not inconsistent with the
     subject or context:

<TABLE>
<CAPTION>

WORDS                         MEANINGS


<S>                     <C>
The Company             The above-named Company.


Companies Ordinance     The Companies Ordinance (New Version) 1983
                        ("The Companies Ordinance") as amended and as
                        amended from time to time including any law
                        or statute replacing it.


The Statutes            The Companies Ordinance, The Securities Law 1968,
                        and every other Ordinance or Law for
                        the time being in force concerning joint
                        stock companies and affecting the Company.


These Articles          These Articles of Association or as shall be altered
                        from time to time by Special Resolution.


The Office              The registered office for the time being of the Company.


The Seal                The rubber stamp of the Company.


Month                   Gregorian month.


Writing                 printing, lithography, photography, and any other mode
                        or modes of representing or reproducing words in a
                        visible form.


Record Date             The record date as determined pursuant to the
                        provisions of Article 55(a) of these Articles.
</TABLE>

<PAGE>


     Words importing the singular only shall include the plural, and vice versa.
     Words importing the masculine gender shall include the feminine gender; and
     words importing person shall include corporations.


     Subject as aforesaid, any words or expressions defined in the Statutes
     shall, except where the subject or context forbids, bear the same meanings
     in these Articles.

2.   The Regulations in Schedule II to the Companies Ordinance shall not apply
     to the Company.


                               NON-PRIVATE COMPANY

3.   The Company is a non-private company; consequently:

     (a)  No limitations will apply to the transfer of its shares;

     (b)  The number of shareholders is unlimited;

     (c)  The company may issue to the public shares, debentures or any other
          securities.

4.   The share capital of the company is 1,600,000 (one million and six hundred
     thousand) New Israeli Shekels, divided into 40,000,000 (forty million)
     Ordinary shares of a nominal value of NIS 0.04 (four Agorot) each, all
     ranking pari passu.


                                     SHARES

5.   Subject to these Articles or to the terms of any resolution creating new
     shares, the unissued shares from time to time shall be under the control of
     the Board of Directors, who shall have the power to allot shares or
     otherwise dispose of them to such persons, on such terms and conditions,
     and either at par or at a premium, or, subject to the provisions of the
     Statues, at a discount, and at such times, as the Board of Directors may
     think fit, and 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, during such time and for such consideration as
     the Board of Directors may think fit.

6.   If two or more persons are registered as joint holders of any share, any
     one of such persons may give effectual receipts for any dividends or other
     moneys in respect of such share.

7.   No person shall be recognized by the Company as holding any share upon any
     trust, and the Company shall not be bound by or required to recognize any
     equitable, contingent, future, or partial interest in any share or any
     right whatsoever in respect of any share other than an absolute right to
     the entirety thereof in the registered holder.

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8.   Every member shall be entitled without payment to receive within six months
     after allotment or registration of transfer (unless the conditions of issue
     provide for a longer interval) one certificate under the Seal for all the
     shares registered in his name, specifying the number and denoting numbers
     of the shares in respect of which it is issued and the amount paid up
     thereon. Provided that in the case of joint holders the Company shall not
     be bound to issue more than one certificate to all the joint holders, and
     delivery of such certificate to one of them shall be sufficient delivery to
     all. Every certificate shall be signed by one Director and countersigned by
     the Secretary or some other person nominated by the Directors for the
     purpose.

9.   If any share certificate shall be defaced, worn out, destroyed or lost, it
     may be renewed on such evidence being produced, and such indemnity (if any)
     being given as the Directors shall require and (in case of defacement or
     wearing out) on delivery up of the old certificate, and in any case on
     payment of such sum not exceeding NIS 5 (Five New Israeli Shekels) as the
     Directors may from time to time require.

10.  No part of the funds of the Company shall be employed in the purchase of or
     in loans upon the security of the Company's shares, but nothing in this
     Article shall prohibit the transactions mentioned in the proviso to Section
     139 of the Companies Ordinance.

11.  Where any shares are issued for the purpose of raising money to defray the
     expenses of the construction of any works or buildings or the provision of
     any plant which cannot be made profitable for a length period, the Company
     may pay interest on so much of such share capital as is for the time being
     paid up for the period, and subject to the conditions and restrictions
     mentioned in Section l40 of the Companies Ordinance, and may charge the sum
     so paid by way of interest to capital as part of the cost of the
     construction of the work or building or the provision of a plant.

12.  The Company may pay a commission at a rate not exceeding 10 (ten) percent
     of the price at which the shares or other securities are issued to any
     person in consideration of his subscribing or agreeing to subscribe
     (whether absolutely or conditionally) for any shares in the Company, or
     other securities of the Company, or procuring or agreeing to procure
     subscriptions (whether absolute or conditional) for any shares in the
     Company or other securities of the Company.


                                 CALLS ON SHARES

13.  No member shall be entitled to receive any dividend or to exercise any
     privileges as a member until he shall have paid all calls for the time
     being due and payable on every share held by him, whether alone or jointly
     with any other person, together with interest and expenses (if any).

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14.  (a)  If under the conditions of the issuance of shares there is no fixed
          date for the payments due therefor, the Directors may from time to
          time make such calls upon the members in respect of all moneys then
          unpaid on shares possessed by them and every member will pay the sum
          demanded of him at the place and time appointed by the Directors,
          provided that fourteen days notice as to the place and date of payment
          was served on him. The Directors may revoke or postpone any call.


     (b)  A call shall be deemed to have been made at the time when the
          Resolution of the Directors authorizing such call was passed.


     (c)  The joint holders of a share shall be jointly and severally liable for
          the payment of all calls and installments in respect thereof.


     (d)  If before or on the day appointed for payment thereof, a call or
          installment payable in respect of a share is not paid, the holder or
          allottee of the share shall pay interest on the amount of the call or
          installment at such rate not exceeding the debitory rate prevailing at
          the largest Israeli commercial bank on the day appointed for the
          payment referred to, as the Directors shall fix, from the day
          appointed for payment thereof to the time of actual payment, but the
          Directors may waive payment of such interest wholly or in part.

15.  (a)  Any sum which by the terms of allotment of a share is made payable
          upon allotment or at any fixed date, whether on account of the amount
          of the share or by way of premium, shall for all purposes of these
          Articles be deemed to be a call duly made, and payable on the date
          fixed for payment, and in case of non-payment the provisions of these
          Articles as to payment of interest and expenses, forfeiture and the
          like, and all other relevant provisions of these Articles shall apply
          as if such sum were a call duly made and notified as hereby provided;


     (b)  The Directors may at the time of allotment of shares make arrangements
          on the issue of shares for a difference between the holders of such
          shares in the amount of calls to be paid and in the time of payment of
          such call.

16.  The Directors may, if they think fit, receive from any member willing to
     advance the same, all or any part of the monies due upon his shares beyond
     the sums actually called up thereon; and upon the moneys so paid in
     advance, or so much thereof as exceeds the amount for the time being called
     up on the shares in respect of which such advance has been made, the
     Directors may pay or allow such interest as may be agreed by them and the
     Company.

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                               TRANSFER OF SHARES

17.  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.

18.  The Directors may refuse, without giving any reasons therefor, to register
     any transfer of shares where the Company has a lien on the share,
     constituting the subject matter of the transfer, but fully paid-up shares
     may be transferred freely and such transfers do not require the approval of
     the Directors.


     All instruments of transfer shall remain in the custody of the Company but
     any such instrument which the Directors refused to register shall be
     returned to the person from whom it was received, if such request be made
     by him.

19.  The Transfer Records and the Register of Members and Debenture Holders (if
     any) and Debenture Stock Holders (if any) and other securities (if any) of
     the Company may be closed during such time as the Directors may deem fit,
     not exceeding in the aggregate, thirty days in each year. To avoid any
     doubts, the determination of a Record Date shall not constitute nor be
     deemed as a closing of any of the above records or registers.





                             TRANSMISSION OF SHARES

20.  In the case of the death of a member, or a holder of a debenture, the
     survivor or survivors, where the deceased was a joint holder, and the
     executors and/or administrators and/or the legal heirs of the deceased
     where he was a sole or only surviving holder, shall be the only persons
     recognized by the Company as having any title to his shares or his
     debentures, but nothing herein contained shall release the estate of a
     deceased joint holder form any liability in respect of any share or any
     debenture jointly held by him.

21.  Any person who becomes entitled to a share or a debenture in consequence of
     the death or bankruptcy of any member, may, upon producing such evidence of
     title as the Directors shall require, with the consent of the Directors, be
     registered himself as holder of the share or the debenture or, subject to
     the provisions as to transfers herein contained, transfer the same to some
     other person.

22.  A person entitled to a share or a debenture by transmission shall be
     entitled to receive, and may give a discharge for, any dividends or
     interest or other moneys payable in respect of the share or debenture, but
     he shall not be entitled in respect of it to receive notices of, or to
     attend or vote at meetings of the Company, or, save as aforesaid, to
     exercise any of the rights or privileges of a member or a holder of a
     debenture unless and until he shall become a member in respect of the share
     or a holder of the debenture.

<PAGE>


                              FORFEITURE OF SHARES

23.  It any member fails to pay the whole or any part of any call or installment
     of a call on or before the day appointed for the payment thereof, the
     Directors may at any time thereafter, during such time as the call or
     installment or any part thereof remains unpaid, serve a notice on him, or
     on the person entitled to the share by transmission requiring him to pay
     such call or installment, or such part thereof as remains unpaid, together
     with any expenses incurred by the company by reason of such non-payment.

24.  The notice shall name a further day (not earlier than the expiration of
     thirty days from the date of the notice) on or before which such call or
     installment, or such part as aforesaid, and all interest and expenses that
     have accrued by reason of such non-payment, is to be made, and shall state
     that in the event of non-payment at or before the time and at the place
     appointed, the shares in respect of which such call was made will be liable
     to be forfeited.

25.  If the requisitions of any such notice as aforesaid are not complied with,
     any share in respect of which such notice has been given may at any time
     thereafter, before the payment required by the notice has been made, be
     forfeited by a resolution of the Directors to that effect. A forfeiture of
     shares shall include all dividends in respect of the shares not actually
     paid before the forfeiture, notwithstanding that they shall have been
     declared.

26.  Notwithstanding any such forfeiture as aforesaid, the Directors may, at any
     time before the forfeited share has been otherwise disposed of, annul the
     forfeiture upon the terms of payment of all call and interest due upon and
     expenses incurred in respect of the shares and upon such further terms (if
     any) as they shall see fit.

27.  Every share which shall be forfeited shall thereupon become the property of
     the Company and may be either cancelled or sold or re-allotted or otherwise
     disposed of either to the person who was before forfeiture the holder
     thereof, or entitled thereto, or to any other person, upon such terms and
     in such manner as the Directors shall think fit.

28.  A member whose shares have been forfeited shall, notwithstanding, be liable
     to pay to the Company all calls made and not paid on such shares at the
     time of forfeiture, and interest thereon to the date of payment, in the
     same manner in all respects as if the shares had not been forfeited and to
     satisfy all (if any) the claims and demands which the Company might have
     enforced in respect of the shares at the time of forfeiture, without any
     deduction or allowance for the value of the shares at the time of
     forfeiture.

<PAGE>


29.  The forfeiture of a share shall involve the extinction at the time of
     forfeiture of all interest in and all claims and demands against the
     Company in respect of the share, and all other rights and liabilities
     incidental to the share as between the member whose share is forfeited and
     the Company, except only such of those rights and liabilities as are by
     these Articles expressly saved, or as are by the Statutes given or imposed
     in the case of past members.

30   A sworn declaration in writing that the declarant is a Director of the
     Company, and that a share has been duly forfeited in pursuance of these
     Articles and stating the date upon which it was forfeited, shall, as
     against all persons claiming to be entitled to the share adversely to the
     forfeiture thereof, be conclusive evidence of the facts therein stated, and
     such declaration, together with the receipt of the Company for the
     consideration (if any) given for the share on the sale or disposition
     thereof, and a certificate of proprietorship of the share under the Seal
     delivered to the person to whom the same is sold or disposed of, shall
     constitute a good title to the share, and such person shall be registered
     as the holder of the share and shall be discharged from all calls made
     prior to such sale or disposition, and shall not be bound to see to the
     application of the purchase money (if any) nor shall his title to the share
     be affected by any act, omission or irregularity relating to or connected
     with the proceedings in reference to the forfeiture, sale, re-allotment or
     disposal of the share.


                                      LIEN

31.  The Company shall have a first and paramount lien upon all shares (which
     are not fully paid up) registered in the name of any member, either alone
     or jointly with any other person, for his debts, liabilities and
     engagements, whether solely or jointly with any other person, to or with
     the Company, whether the period for the payment, fulfillment or discharge
     thereof shall have actually arrived or not, and such lien shall extend to
     all dividends from time to time declared in respect of such shares; but the
     Directors may at any time declare any share to be exempt wholly or
     partially from the provisions of this Article.

32.  The Directors may sell the shares subject to any such lien at such time or
     times and in such manner as they shall think fit, but no sale shall be made
     until such time as the moneys in respect of which such lien exists, or some
     part thereof, are or is presently payable, or the liability or engagement
     in respect of which such lien exists is liable to be presently fulfilled or
     discharged, and until a demand and notice in writing stating the amount due
     or specifying the liability or engagement and demanding payment or
     fulfillment or discharge thereof and giving notice of intention to sell in
     default shall have been served on such member, or the persons (if any)
     entitled by transmission to the shares, and default in payment, fulfillment
     or discharge shall have been made by him or them for fourteen days after
     such notice.

<PAGE>


33.  The net proceeds of such sale shall be applied in or towards satisfaction
     of the amount due to the Company, or of the liability or engagement, as the
     case may be, and the balance (if any) shall be paid to the member or the
     person (if any) entitled by transmission to the shares so sold.

34.  Upon any such sale (i.e., following forfeiture or foreclosing on a lien for
     and the bona fide use of the powers granted with respect thereto) the
     Directors may enter the purchaser's name in the Register as holder of the
     shares and the purchaser shall not be bound to see to the application of
     the purchase money, nor shall his title to the shares be affected by any
     irregularity or invalidity in the proceedings in reference to the sale.


                            SHARE WARRANTS TO BEARER

35.  (a)  The Company may, subject to the provisions of the Statutes, with
          respect to fully paid up shares, issue warrants (hereinafter called
          "share warrants"), stating that the bearer is entitled to the shares
          therein specified and may provide by coupons or otherwise for the
          payment of dividends on the shares included in such warrants. The
          Directors may determine and from time to time vary, the conditions
          upon which share warrants shall be issued, and in particular the
          conditions upon which a new share warrant or coupon will be issued in
          the place of one worn out, defaced, lost or destroyed, or upon which a
          share warrant may be surrendered, and the name of the bearer entered
          in the Register in respect of the shares therein specified. The bearer
          of a share warrant shall be subject to the conditions for the time
          being in force, whether made before or after the issue of such share
          warrant.


          No new share warrant or coupon shall be issued in the place of one
          which has been lost or destroyed unless it shall have been established
          to the satisfaction of the Directors that the same has been lost or
          destroyed.


     (b)  A share warrant shall entitle the bearer to the shares included in it,
          and such shares shall be transferred by the delivery of the share
          warrant and the provisions of these Articles with respect to transfer
          and transmission of shares shall not apply thereto.


     (c)  The bearer of a share warrant may at any time deposit the warrant at
          the office or at any other place, if any, indicated by the Directors,
          and after the expiration of two clear days from the time of deposit,
          and so long as the warrant remains so deposited, the depositor shall
          have the same right of signing a requisition for calling a meeting of
          the Company, and of attending and voting and exercising the other
          privileges of a member at any meeting held, as if his name was
          inserted in the Register as the Holder of the shares included in the
          deposited warrant. Not more than one person shall be recognized as
          depositor of a share warrant.

<PAGE>


          Upon prior notice in writing of two days the Company shall return to
          the depositor the share warrant deposited by him.


     (d)  Subject as otherwise expressly provided herein, no person shall, as
          bearer of a share warrant, sign a requisition for calling a Meeting of
          the Company, or attend, or vote, or exercise any other privilege of a
          member at a Meeting of the Company and said person shall not be
          entitled to receive any notices from the Company.


          But the bearer of a share warrant shall be a member of the Company and
          entitled in all other respects to the same privileges and advantages
          as if he were named in the Register as the holder of the shares
          included in the warrant.


                                      STOCK

36.  (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
          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.


     (d)  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".


                             ALTERATIONS OF CAPITAL

37.  The Company may from time to time by Special Resolution:

     (a)  Consolidate and divide all or any of its share capital into shares of
          larger amount than its existing shares; or

<PAGE>


     (b)  Cancel any shares not taken or agreed to be taken by any person; or

     (c)  Divide its share capital or any part thereof into shares of smaller
          amount than is fixed by its Articles of Association by sub-division of
          its existing shares or any of them, subject, nevertheless, to the
          provisions of the Statutes, and so that as between the resulting
          shares, one or more of such shares may by the Resolution by which such
          sub-division is effected be given any preference or advantage as
          regards dividend, capital, voting or otherwise over the others or any
          other shares; or

     (d)  Reduce its share capital and any capital redemption reserve fund in
          any way that may be considered expedient and, in particular exercise
          all or any of the powers conferred by Section 151 of the Companies
          Ordinance, or any statutory modification thereof.

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


                               INCREASE OF CAPITAL

39.  The Company may from time to time by Special Resolution, whether all the
     shares for the time being authorized shall have been issued or all the
     shares for the time being issued shall have been fully called up or not,
     increase its share capital by the creation of new shares; such new capital
     to be of such amount and to be divided into shares of such respective
     amounts and (subject to any special rights for the time being attached to
     any existing class of shares) to carry such preferential, deferred or other
     special rights (if any) or to be subject to such conditions or restrictions
     (if any) in regard to dividend, return of capital, voting or otherwise as
     the General Meeting deciding upon such increase directs.

40.  Except so far as otherwise provided by or pursuant to these Articles or by
     the conditions of issue, any new share capital shall be considered as part
     of the original ordinary share capital of the Company, and shall be subject
     to the same provisions with reference to the payment of calls, lien,
     transfer, transmission, forfeiture and otherwise as the original share
     capital.


                          MODIFICATION OF CLASS RIGHTS

41.  If at any time the share capital is divided into different classes of
     shares, the rights attached to any class (unless otherwise provided by the
     terms of issue of the shares of that class) may be varied with the consent
     in writing of the holders of all the issued shares of that class, or with
     the sanction of a Special Resolution passed at a separate General Meeting
     of the holders of the shares of the class. The provisions of these Articles
     relating to General Meetings shall apply mutatis mutandis to every such
     separate General Meeting. Any holder of shares of the class present in
     person or by proxy may demand a secret poll.

<PAGE>


42.  Unless otherwise provided by the conditions of issue, the enlargement of an
     existing class of shares, or the issuance of additional shares thereof,
     shall not be deemed to modify or abrogate the rights attached to the
     previously issued shares of such class or of any other class.


                                BORROWING POWERS

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


                                GENERAL MEETINGS

44.  General Meetings shall be held at least once in every calendar year at such
     time, not being more than fifteen months after the holding of the last
     preceding General Meeting and at such place as may be determined by the
     Directors. Such Annual General Meetings shall be called "Ordinary Meetings"
     and all other General Meetings of the Company shall be called
     "Extraordinary Meetings". The Annual General Meeting shall receive and
     consider the Directors' Report, the Profit and Loss Account and Balance
     Sheet, shall elect Directors, appoint Auditors and transact any other
     business which under these Articles or by the Statutes are to be transacted
     at a General Meeting of the Company.

45.  The Directors may, whenever they think fit, and they shall upon such
     requisition in writing as is provided by Sections 109 and 110 of the
     Companies Ordinance, convene an Extraordinary Meeting. Any such requisition
     must state the objects for which the meeting is to be called, be signed by
     the requisitionists, and must be deposited at the office. Such requisition
     may consist of several documents in like form, each signed by one or more
     requisitionists. If the Directors do not, within twenty-one days from the
     date of the deposit of such requisition, proceed to convene a Meeting, the
     requisitionists, or any of them representing more than one-half of the
     total voting rights of all of them, may themselves convene the Meeting, but
     any Meeting so convened shall not be held after three months from the date
     of such deposit.

<PAGE>


46.  (a)  Subject to the provisions herein relating to Special Resolutions,
          seven days' notice at the least, specifying the place, the day and the
          hour of meeting and in the case of special business the general nature
          of such business, shall be given in the manner hereinafter mentioned,
          to such members as are, under the provisions of these Articles,
          entitled to receive notices from the Company. Whenever it is proposed
          to pass a Special Resolution, twenty-one days notice of the General
          Meeting convened to pass such resolution shall be given, in the manner
          hereinafter mentioned, to such members as are, under the provisions of
          these Articles, and particularly under the provisions of Article
          55(a), entitled to receive notices from the Company. Notices shall be
          given by post or by personal delivery to every registered shareholder
          of the Company entitled to receive notices from the Company under the
          provisions of these Articles, and particularly under the provisions of
          Article 55(a), to his address as described in the Register of Members
          of the Company or such other address as designated by him in writing
          for this purpose, together with publication in two daily newspapers
          published in Israel. PROVIDED THAT the accidental omission to give
          such notice to or the non-receipt of such notice by any such member
          shall not invalidate any resolution passed or proceeding had at any
          such meeting, and, with the consent of all the members for the time
          being entitled to receive notices of meetings, a meeting may be
          convened upon a shorter notice or without notice and generally in such
          manner as such members may approve. Such consent may be given at the
          meeting or retrospectively after the meeting.


     (b)  Notice with respect to any General Meeting shall be regarded proper
          and sufficient if it specifies in a general manner the general nature
          of the matter to be transacted at the General Meeting, or, without
          making the procedure hereinafter set forth mandatory, if it specifies
          that the draft of the resolution to be proposed to the General Meeting
          is available for inspection at a designated place during a designated
          time period.


                         PROCEEDINGS AT GENERAL MEETINGS

47.  No business shall be transacted at any General Meeting unless a quorum is
     present when the meeting proceeds to business. The quorum at any Meeting
     shall be two members present in person or by proxy, holding or representing
     at least one third of the total voting rights in the Company on the Record
     Date.

48.  If within half an hour from the time appointed for the holding of a General
     Meeting a quorum is not present, the meeting, shall stand adjourned to the
     same day in the next week at the same time and place or any time and hour
     as the Directors shall designate and state in a notice to the members, and
     if, at such adjourned meeting, a quorum is not present within half an hour
     from the time appointed for holding the meeting, two members present in
     person or by proxy shall be a quorum.

49.  The Chairman (if any), chosen as such among the Directors, shall preside at
     every General Meeting, but if there shall be no such Chairman or if at any
     meeting he shall not be present within fifteen minutes after the time
     appointed for holding the same, or shall be unwilling to act as Chairman,
     the members present shall choose a Director, or, if no Director be present,
     or if all the Directors present decline to take the Chair, they shall
     choose a member present to be Chairman of the meeting.

<PAGE>


50.  The Chairman may, with the consent of any meeting at which a quorum is
     present, and shall, if so directed by the meeting, adjourn any meeting from
     time to time and from place to place as the meeting shall determine.
     Whenever a meeting is adjourned pursuant to the provisions of this Article
     for seven days or more, notice of the adjourned meeting shall be given to
     the members entitled to receive notices from the Company under the
     provisions of these Articles, and particularly under the provisions of
     Article 55(a) in the same manner as in the case of an original meeting.
     Save as aforesaid, no member shall be entitled to any notice of an
     adjournment or of the business to be transacted at an adjourned meeting. No
     business shall be transacted at any adjourned meeting other than the
     business which might have been transacted at the meeting from which the
     adjournment took place.


                                VOTES OF MEMBERS

51.  An Ordinary Resolution shall be deemed adopted if approved by the holders
     of a majority of the voting rights in the Company on the Record Date
     represented at the meeting in person or by proxy and voting thereon. In the
     case of an equality of votes, either on a show of hands or a poll, the
     Chairman of the meeting shall not be entitled to a further or casting vote.

52.  At all General Meetings a resolution put to a vote at the meeting shall be
     decided on a show of hands unless, before or upon the declaration of the
     result of the show of hands, a poll be demanded in writing by the Chairman
     (being a person entitled to vote) or by at least two members present, in
     person or by proxy, holding at least one twentieth part of the issued share
     capital of the Company on the Record Date, and unless a poll be so
     demanded, a declaration by the Chairman of the meeting that a resolution
     has been carried, or has been carried unanimously or by a particular
     majority, or lost, or not carried by a particular majority, shall be
     conclusive, and an entry to that effect in the Minute Book of the Company
     shall be conclusive evidence thereof, without proof of the number or
     proportion of the votes recorded in favor of or against such resolution.

53.  If a poll be demanded in manner aforesaid, it shall be taken forthwith, and
     the result of the poll shall be deemed to be the resolution of the meeting
     at which the poll was demanded.

54.  The demand of a poll shall not prevent the continuance of a meeting for the
     transaction of any business other than the question on which a poll has
     been demanded.

<PAGE>


55.  (a)  The Board of Directors may fix a record date to determine the
          shareholders entitled to notice of and/or to attend and vote at any
          meeting of shareholders or any adjournment thereof (the "Meeting"),
          which record date shall not precede the date upon which the resolution
          fixing the record date is adopted by the Board of Directors, and which
          record date shall not be more than sixty (60) nor less than ten (10)
          days before the date of the Meeting. If no record date is fixed by the
          Board of Directors, the record date for determining shareholders
          entitled to notice of and to attend and vote at the Meeting shall be
          at the close of business on the day next preceding the day on which
          such Board meeting is held. A determination of shareholders of record
          entitled to notice of and/or to attend and vote at a meeting of
          shareholders shall apply to any adjournment of the meeting; providing,
          however, that the Board of Directors may fix a new record date for the
          adjourned meeting.


     (b)  Subject to any rights or restrictions for the time being attached to
          any class or classes of shares, and subject to the provisions of
          Article 55(a), every member shall have one vote for each share of
          which he is the holder, whether on a show of hands or on a poll.

56.  If any member be a lunatic, idiot, or non compos mentis, he may vote by his
     committee, receiver, curator bonis or other legal curator and such last
     mentioned persons may give their votes either personally or by proxy.

57.  It two or more persons are jointly entitled to a share, then in voting upon
     any question the vote of the senior who tenders a vote, whether in person
     or by proxy, shall be accepted to the exclusion of the votes of the other
     registered holders of the share, and for this purpose seniority shall be
     determined by the order in which the names stand in the Register of
     Members.

58.  Votes may be given either personally or by proxy. A proxy need not be a
     member of the Company.

59.  (a)  The instrument appointing a proxy shall be in writing in the usual
          common form, or such form as may be approved by the Directors, and
          shall be signed by the appointor or by his attorney duly authorized in
          writing, or, if the appointor is a corporation, the corporation shall
          vote by its representative, appointed by an instrument duly signed by
          the corporation.


     (b)  The instrument appointing a proxy shall be deemed to include
          authorization to demand a poll or to vote on a poll on behalf of the
          appointor.

60.  A vote given in accordance with the terms of an instrument of proxy shall
     be valid notwithstanding the previous death or insanity of the principal or
     revocation of the proxy or transfer of the share in respect of which the
     vote is given unless an intimation in writing of the death, revocation or
     transfer shall have been received at the Office before the commencement of
     the meeting or adjourned meeting at which the proxy is used.

61.  The instrument appointing a proxy, together with the power of attorney or
     other authority (if any) under which it is signed or a notarially certified
     or office copy of such power of attorney, shall be deposited at the Office
     or at such other place or places, whether in Israel or elsewhere, as the
     Directors may from time to time either generally or in a particular case or
     class of cases prescribe, at least forty-eight hours before the time
     appointed for holding the meeting or adjourned meeting at which the person
     named in such instrument proposes to vote; otherwise the person so named
     shall not be entitled to vote in respect thereof; but no instrument
     appointing a proxy shall be valid after the expiration of twelve months
     from the date of its execution.

<PAGE>


62.  Subject to the provisions of the Statutes, a resolution in writing signed
     by all the members, in person or by proxy, for the time being entitled to
     vote at General Meeting of the Company shall be as valid and as effectual
     as a resolution adopted by a General Meeting duly convened, held and
     constituted for the purpose of passing such resolution.

63.  A member will be entitled to vote at the Meetings of the Company by several
     proxies appointed by him, provided that each proxy shall be appointed with
     respect to different shares held by the appointing member. Every proxy so
     appointed on behalf of the same member shall be entitled to vote as he sees
     fit.

64.  No person shall be entitled to vote at any General Meeting (or be counted
     as a part of the quorum thereof) unless all calls then payable by him in
     respect of his shares in the Company shall have been paid.


                                    DIRECTORS

65.  (a)  The Board of Directors of the Company shall consist, in addition to
          the External Directors (the "External Directors") to be appointed and
          hold office in accordance with the provisions of the Israeli Companies
          Law, 1999 and any Regulations enacted thereunder, as amended from time
          to time (the "Companies Law"), of not less than two and no more than
          eight Directors, classified with respect to the time for which they
          severally hold office, into up-to four classes, each class to include
          two Directors, one class to hold office initially for a term expiring
          at the Annual General Meeting of the Company's shareholders to convene
          in the year 1999 ("Class A"), another class to hold office initially
          for a term expiring at the Annual General Meeting of the Company's
          shareholders to convene in the year 2000 ("Class B"), another class to
          hold office initially for a term expiring at the Annual General
          Meeting of the Company's shareholders to convene in the year 2001
          ("Class C") and another to hold office initially for a term expiring
          at the Annual General Meeting of the Company's shareholders to convene
          in the year 2002 ("Class D"), with the members of each class to hold
          office until their successors have been duly elected and qualified.


     (b)  At each Annual General Meeting of the Company's shareholders
          commencing with the Annual General Meeting to convene in the year
          1999, the successors to the class of Directors whose term expires at
          that meeting shall be elected to hold office for a term expiring at
          the Annual General Meeting of the Company's shareholders held in the
          second year following the year of their election and until their
          successors have been duly elected and qualified. Directors whose term
          of office has expired may be re-elected.

<PAGE>


     (c)  Directors whose term of office has expired may be re-elected.

66.  (a)  In the event of any election of Directors in accordance herewith
          increasing the number of Directors then holding office up-to the
          maximum number provided under Article 65(a) above, the additional
          Directors, and in the event of any vacancy on the Board of Directors
          due to death, resignation, removal, disqualification or any other
          cause, the successors to fill the vacancies shall be elected only by a
          majority of the Directors then in office.


     (b)  Directors appointed to newly created directorships in the manner
          provided in Article 66(a) resulting from any increase in the
          authorized number of Directors or any vacancies on the Board of
          Directors resulting from death, resignation, removal, disqualification
          or any other cause shall hold office for a term expiring at the next
          Annual General Meeting of the Company's shareholders at which term of
          the class to which they have been elected expires.


     (c)  No decrease in the number of Directors constituting the Company's
          Board of Directors shall shorten the term of any incumbent Director.

67.  Except for Directors whose term of office expired at the time the meeting
     was convened and for persons nominated for the office of a Director by the
     Directors, no person shall be nominated for the office of a Director at a
     General Meeting unless, not less than forty-eight hours and not more than
     forty-two days prior to the date set for such meeting, another notice
     signed by the member (or by the candidate) entitled to participate and also
     present at the meeting with respect to which notice was given, indicating
     his intention of nominating the candidate to the office of a Director and
     accompanied with the written consent thereto of the nominee, was delivered
     to the Office.

68.  The Directors in their capacity as such, shall be entitled to receive
     remuneration and reimbursement of expenses incurred by them in the course
     of carrying out their duties as Directors.

69.  The office of a Director shall be vacated, ipso facto:


     (a)  upon his resignation by written notice signed by him and delivered to
          the Office;


     (b)  if he becomes bankrupt or enters into an arrangement with his
          creditors;


     (c)  if he be found to be a lunatic or becomes of unsound mind;


     (d)  if he be relieved of his office as provided in Article 74 hereof.

<PAGE>


70.  (a)  Subject to compliance with the provisions of the Companies Ordinance,
          no Director shall be disqualified by virtue of his office from holding
          any office, or deriving any profit from any other office in the
          Company or from any company in which the Company shall be a
          shareholder or otherwise interested, or from contracting with the
          Company as a vendor, purchaser or otherwise.


     (b)  Transactions entered into by the Company in which an office holder of
          the Company has a personal interest, directly or indirectly, will be
          valid in respect of the Company and the office holder only if approved
          by the Company's Board of Directors and. if such transactions are
          "Irregular Transactions" as defined in the Company's Ordinance, only
          if approved in accordance with the requirements of the Companies
          Ordinance.


     (c)  A Director who has a personal interest in a matter which is brought
          for discussion before the Board of Directors may participate in said
          discussion, provided that he shall neither vote in nor attend
          discussions concerning the approval of the activities or the
          arrangements. If said Director did vote or attend as aforesaid, the
          approval given to the aforesaid activity or arrangements shall be
          invalid.

71.  (Canceled)

72.  (Canceled)

73.  In the event that the Company is required to appoint Independent Directors
     pursuant to the Companies Ordinance, the Board of Directors may, by
     majority vote, substitute such Independent Directors for any two incumbent
     Directors. The independent Directors shall hold office pursuant to the
     provisions of the Companies Ordinance and any other applicable law, and
     shall be included in such class of Directors the terms applicable to which
     shall be determined only by such laws.

74.  Any Director or Directors may be removed from office at any time, but only
     for "cause" and only upon the affirmative vote of (i) the holders of 75% of
     the Ordinary shares present in person or by proxy and voting thereon, or
     (ii) a majority of the Board of Directors of at least 75% of the Directors
     holding office as such time. For purposes of this Article 74, "cause" shall
     mean the willful and continuous failure of a Director substantially to
     perform such Director's duties to the Company (other than any such failure
     resulting from incapacity due to physical or mental illness) or the willful
     engaging by a Director in gross misconduct materially and demonstrably
     injurious to the Company.


74A  The nomination, authorities and powers, period and termination of service
     and any other matter relating to External Directors shall be governed by
     the provisions of the Companies Law and, in the event of any conflict
     between the Companies Law and these Articles, in any matter related to the
     External Directors, the provisions of the Companies Law shall prevail.

<PAGE>


                        PRESIDENTS AND EXECUTIVE OFFICERS

75.  The Board of Directors may from time to time appoint one or more persons as
     President or Presidents, as Chief Executive Officer or Officers (CEO), as
     Chief Operating Officer or Officers (COO) or as any other Executive Officer
     or Officers of the Company whether for a fixed term or without any
     limitation of time and the Board of Directors may from time to time remove
     or discharge him or them from office (subject to the provisions of any
     agreement between any such person and the Company) and appoint another or
     others in his or their place or places.

76.  The Directors may from time to tine appoint one or more Vice Presidents for
     certain functions, to carry out duties delegated to him (them) by the
     President, CEO or COO.

77.  The Directors may from time to time confer upon and delegate to a
     President, CEO, COO, or other Executive Officer then holding office such
     authorities and duties of the Board of Directors as they may deem fit. and
     they may delegate such authorities for such period and for such purposes
     and subject to such conditions and restrictions which they consider
     advantageous, and they may delegate such authorities with or without
     waiving the authorities of the Directors with respect thereto and their
     being in lieu of their authorities, in whole, or' in part, and they may
     from time to time revoke, cancel and alter such authorities in whole or in
     part.

78.  The remuneration of a President, CEO, COO or other Executive Officer shall
     be fixed by the Directors, taking into consideration any agreement between
     him and the Company, and it may be in whole or in part, in the form of
     wages or commissions or profit sharing or a combination thereof.

79.  Notwithstanding anything to the contrary contained in Articles 77 and 87
     hereof, the remuneration of the President shall be fixed exclusively by the
     Directors.


                         DIRECTOR'S ACTS AND AUTHORITIES

80.  The management of the business of the Company shall be vested in the Board
     of Directors, which may exercise all such powers and do all such acts and
     things as the Company is authorized to exercise and do, and are not hereby
     or by law required to be exercised or done by the Company in General
     Meeting. The authority conferred on the Board of Directors by this Article
     80 shall be subject to the provisions of the Companies Ordinance, of these
     Articles and any regulation or resolution consistent with these Articles
     adopted from time to time by the Company in 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.

<PAGE>


81.  The Directors may meet together for the dispatch of the business of the
     Company and they may postpone their meetings and otherwise regulate them as
     they shall deem fit. A Director may call a meeting of the Board of
     Directors at any time and the Secretary, if so requested by a Director,
     shall accordingly convene such a meeting. The quorum for the dispatch of
     business by the Board of Directors in respect of any issue shall the
     majority of the Directors then holding office and entitled to participate
     and vote in respect of approval of such issue.

82.  A resolution in writing signed or otherwise approved by all the Directors
     then in office shall be as valid and as effectual as a resolution adopted
     by the Board of Directors at a meeting of the Board of Directors duly
     convened and held.

83.  Every Director shall, be entitled to be represented and to vote at any
     meeting of the Board of Directors by another Director or by another person
     appointed by him and whose appointment was agreed to by the Directors in a
     written resolution or at the next meeting of the Board of Directors, who
     shall act as his alternate for one meeting or for another specified period
     or until notice be given of the cancellation of the appointment. Each
     alternate shall have the number of votes equivalent to the number of
     Directors who appointed him as alternate and if he himself is a Director he
     shall have such number of votes in addition to his own vote. The
     appointment of an alternate shall be made in writing. A Director may
     appoint two alternates. However, if the two alternates of the same Director
     shall be present at the Board of Directors' meeting, only one of them shall
     have the right to vote thereat.

84.  A Director being at any time absent from Israel shall be entitled during
     such time to a seven day notice of any Meetings of the Board of Directors,
     provided he notified the Company of an address to which such notice should
     be sent. Such notice should be sent by telex, cable or telecopier.

85.  (a)  The Board of Directors may from time to time elect a Chairman for
          their meeting and fix the term of his office, and unless otherwise
          decided, the Chairman shall be elected annually. In the event that a
          Chairman was not elected and if the Chairman should fail to be present
          at a meeting 15 minutes after the time set for its convening, the
          remaining Directors shall elect one of those present to be Chairman of
          the meeting.


     (b)  All questions that arise at meetings of the Board of Directors shall
          be decided by a majority of votes. In the case of an equality of
          votes, the Chairman of the meeting shall have a further or casting
          vote.

86.  Any meeting of the Board of Directors, at which a quorum is present, shall
     have the authority to exercise all or part of the authorities, powers of
     attorney and discretion invested at such time in the Directors or regularly
     exercised by them.

<PAGE>


87.  The Directors may delegate their authorities in whole or in part to
     committees as they shall deem fit and they may from time to time revoke
     such delegation. Any committee so created, must, in exercising the
     authorities granted to it, adhere to all the instructions of the Board of
     Directors given from time to time.


     The meetings and proceedings of any such committee comprised of two or more
     members shall be governed by the provisions of these Articles regulating
     the meetings of the Board of Directors in so far as appropriate thereto
     unless the Board of Directors shall otherwise regulate the meetings of such
     a committee (hereinafter "Committee of the Board of Directors").

88.  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
     meeting or any of them or any person(s) acting as aforesaid, or that they
     or any of them or any person(s) acting as aforesaid, or that they or any of
     them were disqualified, be as valid as if there were no such defect or
     disqualification.

89.  The Directors shall cause proper Minutes to be kept of the following:


     (a)  The names of all the Directors present at any meeting of the Board of
          Directors and at any meeting of a Committee of the Board of Directors;


     (b)  All resolutions and proceedings of General Meetings of the Company,
          Board of Directors' meetings and Committee of the Board of Directors'
          meetings.


     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.

90.  All bona fide acts carried out at any meeting of the Board of Directors
     held in Israel or thereafter as a result therefrom shall be valid
     notwithstanding the fact that a Director who was absent from Israel at the
     time of the meeting did not receive a notice with respect to its convening.


                                BRANCH REGISTERS

91.  Subject to and in accordance with the provisions of the Companies Ordinance
     and to all orders and regulations issued there under, 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 legal requirements,
     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.

<PAGE>


                                    SECRETARY

92.  The Board of Directors may from time to time appoint a Secretary to the
     Company as it deems fit and may appoint a temporary Assistant-Secretary who
     shall act as Secretary for the term of his appointment.


                      RIGHTS OF SIGNATURE - STAMP AND SEAL

93.  (a)  Authorization to sign on behalf of the Company and thereby bind it
          shall be made and granted from time to time by the Board of Directors.
          The Company shall have at least one rubber stamp. The Company shall be
          bound by the signature of the aforesaid appointees if appearing
          together after its stamp or imprinted name (e.g. cheques).


     (b)  The Board of Directors may provide for a seal. If the Board of
          Directors so provide, 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.


                                    DIVIDENDS

94.  Subject to any preferential, deferred, qualified or other rights,
     privileges or conditions attached to any special class of shares, with
     regard to dividends, the profits of the Company available for dividend and
     resolved to be distributed, shall be applied in payment of dividends upon
     the shares of the Company in proportion to the amount paid up or credited
     as paid up per the nominal value thereon respectively, otherwise than in
     advance of calls. Unless not otherwise specified in the conditions of
     issuing of the shares, all dividends with respect to shares which were not
     fully paid up within a certain period, for which dividends were paid, shall
     be paid proportionally to the amounts paid or credited as paid on the
     nominal value of the shares during any portion of the abovementioned period
     (Pro-Rata Temporis).

95.  The Company in General Meeting may declare a dividend to be paid to the
     members according to their rights and interests in the profits and may Fix
     the time for payment. No larger dividend shall be declared than is
     recommended by the Directors, but the Company in General Meeting may
     declare a smaller dividend.

96.  The Directors may from time to time pay to the members on account of the
     next forthcoming dividend such interim dividends as in their judgment the
     position of the Company justifies.

97.  A transfer of shares shall not pass the right to any dividend declared
     thereon after such transfer and before the registration of the transfer.

<PAGE>


98.  Notice of the declaration of any dividend, whether interim or otherwise,
     shall be given to the holders of registered shares in manner hereinafter
     provided.

99.  Unless otherwise directed, any dividend may be paid by cheque or warrant,
     sent through the post to the registered address of the member or person
     entitled, or in the case of joint registered holders to that one of them
     first named in the register in respect of the joint holding. Every such
     cheque shall be made payable to the order of the person to whom it is sent.
     The receipt of the person whose name, at the date of the declaration of the
     dividend, appears on the register of members as the owner of any share, or
     in the case of joint holders, of any one of such joint holders, shall be a
     good discharge to the Company of all payments made in respect of such
     share. All dividends unclaimed for one year after having been declared may
     be invested or otherwise used by the Directors for the benefit of the
     Company until claimed. No unpaid dividend or interest shall bear interest
     as against the Company.


                 PAYMENT IN SPECIE AND CAPITALIZATION OF PROFITS

100. Upon the recommendation of the Board of Directors approved by Ordinary
     Resolution of the Company, a dividend may be paid, wholly or partly, by the
     distribution of specific assets of the Company or by distribution of paid
     up shares, debentures or debenture stock or any other securities of the
     Company or of any other companies or in any one or more of such ways.

101. Upon the recommendation of the Board of Directors, approved by Ordinary
     Resolution of the Company, 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, or 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, or to be distributed only to a certain part of the
          shareholders, while not distributed to other shareholders as will be
          decided by the General Meeting 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 or
          any other securities of the Company which shall be distributed
          accordingly, or in payment, in full or in part, of the uncalled
          liability on any issued shares or debentures or debenture stock; and -

<PAGE>


     (ii) May cause such distribution or payment to be accepted by such
          shareholders in full satisfaction of their interest in the said
          capitalized sum. When distributing shares for capitalized profits all
          members shall receive shares of one class - whether such class existed
          prior thereto or was created therefor; - or, every shareholder shall
          receive shares of the same class which conferred upon him the right to
          receive shares from the capitalization of profits, or of any other
          class or a combination of several classes of shares - in accordance
          with the approval of the General Meeting.

102. For purposes of Article 101 the persons entitled to the aforementioned
     bonuses derived from capitalization, as a result of their holding bearer
     certificates shall be determined in accordance with the provisions of this
     Article. The following provisions shall be applicable to the issuance of
     any shares or debentures or other securities by way of capitalization and
     relating to shares represented by a bearer certificate:

     (a)  The Directors may issue and allot to a representative(s) appointed by
          them for such purpose, all the shares or debentures or other
          securities which are to be issued to all the holders of bearer shares,
          and may give such representative(s) authority or powers with respect
          to the realization of the shares or debentures or other securities
          issued to them, in whole or in part, in order to facilitate their
          distribution or for any other purpose as the Directors shall deem fit.
          Any such issuance and allotment shall be deemed an issue and allotment
          to such persons as are entitled to part of the aforementioned
          capitalization with respect to bearer shares.

     (b)  In order to determine the members who are entitled to such bonuses
          derived from the aforesaid capitalization with respect to bearer
          certificates, the Directors shall publish at least once in an Israeli
          newspaper, a notice with respect to the resolution to capitalize and
          the manner in which the capitalized amounts shall be distributed and
          the number of the coupon' which is to be presented in order to receive
          the bonus. Upon presentation of the aforesaid coupon and its delivery
          at the place designated therefor in the notice, the deliverer of the
          coupon shall be entitled to the bonuses derived from the aforesaid
          capitalization proportionate to the number of shares specified in the
          bearer share certificate to which the coupons appertain.


          In addition thereto the Directors may specify in the said notice a
          date (which shall not be earlier than six months after the date of the
          publication of the notice), after which all the shares or debentures
          or other securities which were not demanded shall be sold by the
          representative(s), and any person presenting himself thereafter and
          presenting the coupon designated in the notice shall be entitled to
          receive only the net receipts derived from the sale and the interest
          accrued thereon.

<PAGE>


     (c)  The Company and the representative(s) may recognize the absolute right
          of the person presenting the coupon designated in the notice, in the
          aforesaid manner, to receive the bonuses derived from the
          capitalization and relating to the shares specified in the bearer
          share certificates to which the coupons are attached. The delivery of
          the coupon to the Company shall constitute a proper exoneration to the
          Company and the representative(s) for the delivery of the shares or
          debentures or other securities to the deliverer of the coupons in
          proportion to the amount of shares represented by the coupons, or, for
          the payment of the net proceeds of the sale of the shares or the
          debentures or the other securities, as the case may be.

103. For the purpose of giving full effect to any resolution under Articles 100
     and 101 the Directors may settle any difficulty which may arise in regard
     to the distribution as it thinks expedient, and, in particular, may issue
     fractional certificates, and may fix the value for distribution to any
     members upon the footing of the value so fixed or determine that fractions
     of less nominal value than one Israeli Shekel may be disregarded in order
     to adjust the rights of all parties, and may vest any such cash, shares,
     debentures, debenture stock or specific assets with 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 Sections 129 and 130(A)(2) 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.


                                    ACCOUNTS

104. 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 thing 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.

105. 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.

106. The appointment, authorities, rights and duties of the auditor(s) of the
     Company, shall be regulated by the applicable law.

<PAGE>


                                     NOTICES

107. (a)  Any notice or other document may be served by the Company upon any
          member either personally or by sending it by prepaid registered mail
          (air mail if sent to a place outside Israel) 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 together with publication in two daily
          newspapers published in Israel. Any written notice or other document
          shall be deemed to have been served forty-eight (US} hours after it
          has been posted (seven (7) days if sent to a place, or posted at a
          place outside Israel), or when actually received by the addressee if
          sooner than forty-eight (48) 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 President), provided, however, that
          such notice or other document as mentioned above may be sent by
          cablegram or telex and confirmed by registered mail as aforesaid, and
          such notice shall be deemed to have been given twenty-four (24) hours
          after such cablegram or telex has been sent or when actually received
          by such member (or by the Company), whichever is earlier. If a notice
          is, in fact, received by the addressee, it shall be deemed to have
          been duly served when received, notwithstanding that it was
          defectively addressed or failed, in some respect, to comply with the
          provisions of this Article.


     (b)  Unless otherwise specified in bearer share warrants, the holders of
          such warrants shall not be entitled to receive notice of any General
          Meeting of the Company, and the Company is under no obligation to give
          notice of General Meetings to a person entitled to a share by virtue
          of its delivery to him, unless he is duly registered as a member.


     (c)  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.


     (d)  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.


     (e)  Any notice or other document served upon or sent to any member by
          publication in accordance with these Articles shall, notwithstanding
          that he be then deceased or bankrupt, and whether the Company has
          notice of his death or bankruptcy or not, be deemed to be duly served
          or sent in respect of any shares held by him (either alone or jointly
          with others) until some other person is registered in his stead as the
          holder or joint holder of such shares, and such service or sending
          shall be a sufficient service on or sending to his heirs, executors,
          administrators or assigns and all other persons (if any) interested in
          such share.


     (f)  Where a given number of days notice or notice extending over any
          period is required to be given, the day of service shall be counted in
          such number of days or other period.


     (g)  To avoid any doubts, the entitlement of a member to receive any
          notices relating to convening meeting of shareholders under these
          Articles shall be as determined in Article 55(a).

<PAGE>


                                 RECONSTRUCTION

108. On any sale of the undertaking of the Company, the Directors, or the
     liquidators on a winding-up. may, if authorized by Special Resolution,
     accept fully paid or partly paid up shares, debentures or securities of any
     other company, whether Israeli or foreign, either then existing or to be
     formed, for the purchase in whole or in part of the property of the
     Company, and the Directors (if the profits of the Company permit), or the
     liquidators (on a winding-up), may distribute such shares, or securities,
     or any other property of the Company, amongst the members, without
     realization, or vest the same in trustees for them, and any Special
     Resolution may provide for the distribution or appropriation of the cash,
     shares, or other securities, benefits, or property, otherwise than in
     accordance with the strict legal rights of the members as contributories of
     the Company, and for valuation of any such securities or property at such
     price and in such manner as the meeting may approve, and all holders of
     shares shall be bound to accept and shall be bound by any valuation or
     distribution so authorized, and waive all rights in relation thereto, save
     only in the event that the Company is proposed to be or is in the course of
     being wound up, such statutory rights (if any) under the provisions of the
     Statutes as are incapable of being varied or excluded by these presents.





                       INDEMNITY AND INSURANCE OF OFFICERS

109. (a)  Subject to the provisions of the Companies Ordinance, the Company may:


          1.   Enter into a contract for the insurance of the liability, in
               whole or in part, of any of its Officers with respect to any of
               the following:


               (i)  a breach of duty of care to the Company or to any other
                    person;


               (ii) a breach of fiduciary duty to the Company provided that the
                    Officer has acted in good faith and that he had reasonable
                    grounds to assurance that the act would not harm the good of
                    the Company;


               (iii) a financial liability which shall be imposed on such
                    Officer in favors of any other person, in respect of an act
                    performed by him by virtue of his being an Officer of the
                    Company;


          2.   Indemnify an Officer of the Company with respect to any of the
               following:


               (i)  a financial liability imposed on him in favor of any other
                    person by any judgments, including a judgment given as a
                    result of a settlement or an arbitrator's award which has
                    been confirmed by a court, in respect of any act performed
                    by him by virtue of his being an Officer of the Company;

<PAGE>


               (ii) reasonable litigation costs, including lawyers fees,
                    expended by an Officer or which were imposed against him by
                    the Company or in its name or by any other person or in a
                    criminal charge on which he was acquitted, in respect of an
                    act performed by him by virtue of his being an Office of the
                    Company;


     (b)  In this Article, the term "Officer" shall mean a Director, General
          Manager, Chief Business Manager, Assistant to the General Manager, any
          other manager directly subordinate to the General Manager, and any
          person who fills one of the said positions in the Company, even if he
          carries a different title.

110. EXEMPTION FROM DUTY OF CARE


     Subject to the provisions of the Companies Law including the receipt of all
     approvals as required therein or under any applicable law, the Company may
     resolve and undertake in advance to exempt any Office Holder (as such term
     is defined in the Companies Law and including Directors), from all or part
     of such Officer Holder's or Director's responsibility or liability for
     damages caused to the Company due to any breach of such Office Holder's or
     Director's duty of care towards the Company.

111. INDEMNIFICATION

     (a)  Subject to the provisions of the Companies Law including the receipt
          of all approvals as required therein or under any applicable law, the
          Company may indemnify any Office Holder (as such term is defined in
          the Companies Law and including Directors) to the fullest extent
          permitted by the Companies Law.

     (b)  Subject to the provisions of the Companies Law including the receipt
          of all approvals as required therein or under any applicable law, the
          Company may resolve retroactively to indemnify an Office Holder with
          respect to the following liabilities and expenses, provided that such
          liabilities or expenses were incurred by such Officer Holder in such
          Officer Holder's capacity as an Officer Holder of the Company:

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

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

<PAGE>


     (c)  Subject to the provisions of the Companies Law including the receipt
          of all approvals as required therein or under any applicable law, the
          Company may undertake in advance to indemnify a Company's Officer
          Holders for those liabilities and expenses described in Article 44
          (b), provided that (i) in the opinion of the Board of Directors such
          liabilities and expenses can be foreseen at the time the undertaking
          to indemnify is provided, and (ii) the Board of Directors shall set a
          limit to the amounts for such indemnification, which is reasonable
          under the circumstances.

112. INSURANCE


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

          (i)  Violation of the duty of care of the Office Holder towards the
               Company or towards another person;

          (ii) Breach of the fiduciary duty towards the Company, provided that
               the Office Holder acted in good faith and with reasonable grounds
               to assume that the action in question does not prejudice the
               Company's interests; and

          (iii) A financial obligation imposed on the Office Holder for the
               benefit of another person.


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

113. QUALIFICATIONS:


     Articles 110, 111 and 112(a) shall not apply under any of the following
     circumstances:

     (i)  a breach of an Office Holder's fiduciary duty, unless the Officer
          Holder acted in good faith and had reasonable grounds to assume that
          the action in question did not prejudice the Company's interest;

     (ii) a grossly negligent or intentional violation of an Office Holder's
          duty of care;

     (iii) an intentional action by an Office Holder in which such Officer
          Holder intended to reap a personal gain unlawfully; and

     (iv) a fine or ransom levied on an Office Holder.

<PAGE>


                                  WINDING - UP

110  The Company shall be wound up whether voluntarily or otherwise, the
     liquidators may with the sanction of an Extraordinary Resolution divide
     among the members in specie any part of the assets of the Company, and may,
     with like sanction, vest any part of the assets of the Company in trustees
     upon such trusts, for the benefit of the members, as the liquidators with
     like sanction shall think fit. The resolution sanctioning any such division
     may also sanction a division otherwise than in accordance with the legal
     rights of the members and may confer special rights on any class of member,
     but in case any resolution shall be passed sanctioning any division
     otherwise than in accordance with the legal rights of the members, any
     member who would be prejudiced thereby shall have a right to dissent, and,
     ancillary rights, as if such resolution were a Special Resolution passed
     pursuant to Section 203 of the Companies Ordinance.





WE, the several persons whose names and addresses are subscribed, are desirous
of being formed into a company, in pursuance of these Articles of Association,
and we respectively agree to take the number of shares in the capital of the
Company set opposite our respective names.

<PAGE>

<TABLE>
<CAPTION>

            NAME AND ADDRESS                       DESCRIPTION        SIGNATURE    NO OF SHARES
   --------------------------------------         --------------      ---------    ------------
<S>  <C>                                            <C>               <C>                <C>
1.   Istec Industries and Technologies Ltd.         Public Company                       100
     1 Jabotinsky Street, Ramat Gan                 52-003455-4


2.   Yissum Holdings Ltd.                           Public Company                         1
     1 Jabotinsky Street, Ramat Gan                 52-03568-4


3.   Aquarium Fish Breeding Center Ltd.             Private Company                        1
     1 Jabotinsky Street, Ramat Gan                 51-096029-7

4.   Yissum - Management & Development              Public Company                         1
     (1984) Ltd.                                    52-3505-6
     1 Jabotinsky Street, Ramat Gan

5.   Yissum - Management & Development              Private Company                        1
     Securities (1984) Ltd.                         51-102885-4
     1 Jabotinsky Street, Ramat Gan

6.   Yissum - Holdings - Securities Ltd.            Private Company                        1
     1 Jabotinsky Street, Ramat Gan                 51-102884

7.   Scan Group International Ltd.                  Private Company                        1
     1 Jabotinsky Street, Ramat Gan                 51-103760-8
</TABLE>






Dated this 23 day of May, 1988


Witness to the above Signatures:


Name: David Gotlieb


Occupation: Advocate


Address: 9 Ahad Haam St. Tel Aviv