EXHIBIT 4.2


                                THE COMPANIES LAW

                           A COMPANY LIMITED BY SHARES

                             ARTICLES OF ASSOCIATION
                                       OF
                                  METALINK LTD.

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                  AMENDED AND RESTATED AS OF NOVEMBER 28, 2005

                               GENERAL PROVISIONS

1.   OBJECT AND PURPOSE OF THE COMPANY

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

     (b) In accordance with Section 11(a) of the Companies Law 5759 - 1999 (the
"Companies Law"), the Company may contribute a reasonable amount to a worthy
cause.

2.   LIMITATION OF LIABILITY

     The liability of the shareholders is limited to the payment of the nominal
value of the shares in the Company allotted to them and which remains unpaid,
and only to that amount. If the Company's share capital shall include at any
time shares without a nominal value, the shareholders' liability in respect of
such shares shall be limited to the payment of up to NIS 0.01 for each such
share allotted to them and which remains unpaid, and only to that amount.

3.   INTERPRETATION

     (a) Unless the subject or the context otherwise requires: words and
expressions used herein which are defined in the Memorandum of Association of
the Company shall have the meanings therein defined, and words and expressions
defined in the Companies Law in force on the date when these Articles or any
amendment thereto, as the case may be, first became effective shall have the
same meanings herein; words and expressions importing the singular shall include
the plural and vice versa; words and expressions importing the masculine gender
shall include the feminine gender; and words and expressions importing persons
shall include bodies corporate.

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

3A   AMENDMENT

     The approval of a resolution adopted in a General Meeting approved by a
simple majority of the voting power represented at the meeting in person or by
proxy and voting thereon (a "Shareholders' Resolution") is required to approve
any amendment to these Articles of Association.


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                                  SHARE CAPITAL

4.   SHARE CAPITAL

     The share capital of the Company is Five Million New Israeli Shekels (NIS
5,000,000) divided into Fifty Million (50,000,000) Ordinary A Shares of a
nominal value of Ten Agorot (NIS 0.10) each.

5.   INCREASE OF SHARE CAPITAL

     (a) The Company may, from time to time, by a Shareholders Resolution,
whether or not all the shares then authorized have been issued, and whether or
not all the shares theretofore issued have been called up for payment, increase
its share capital by the creation of new shares. Any such increase shall be in
such amount and shall be divided into shares of such nominal amounts, and such
shares shall confer such rights and preferences, and shall be subject to such
restrictions, as such resolution shall provide.

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

6.   SPECIAL RIGHTS; MODIFICATIONS OF RIGHTS

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

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

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

          (iii) Unless otherwise provided by these Articles, the enlargement of
     an existing class of shares, or the issuance of additional shares thereof,
     shall not be deemed, for purposes of this Article 6(b), to modify or
     abrogate the rights attached to the previously issued shares of such class
     or of any other class.

7.   CONSOLIDATION, SUBDIVISION, CANCELLATION AND REDUCTION OF SHARE CAPITAL

     (a) The Company may, from time to time, by Shareholders Resolution
(subject, however, to the provisions of Article 6(b) hereof and to applicable
law):

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

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


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

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

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

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

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

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

          (iv) cause the transfer of fractional shares by certain shareholders
     of the Company to other shareholders thereof so as to most expediently
     preclude or remove any fractional shareholdings, and cause the transferees
     to pay the transferors the fair value of fractional shares so transferred,
     and the Board of Directors is hereby authorized to act as agent for the
     transferors and transferees with power of substitution for purposes of
     implementing the provisions of this sub-Article 7(b)(iv).

                                     SHARES

8.   ISSUANCE OF SHARE CERTIFICATES; REPLACEMENT OF LOST CERTIFICATES

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

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

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

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

     (e) The Company may issue bearer shares.

9.   REGISTERED HOLDER

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


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10.  ALLOTMENT OF 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 (including inter
alia terms relating to calls as set forth in Article 12(f) hereof), and either
at par or at a premium, or, subject to the provisions of the Companies Law, at a
discount, and at such times, as the Board of Directors may think fit, and the
power to 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.

11.  PAYMENT IN INSTALLMENTS

     If by the terms of allotment of any share, the whole or any part of the
price thereof shall be payable in installments, every such installment shall,
when due, be paid to the Company by the then registered holder(s) of the share
of the person(s) entitled thereto.

12.  CALLS ON SHARES

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

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

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

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

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

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


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13.  PREPAYMENT

     With the approval of the Board of Directors, any holder of shares may pay
to the Company any amount not yet payable in respect of his shares, and the
Board of Directors may approve the payment of interest on any such amount until
the same would be payable if it had not been paid in advance, at such rate and
time(s) as may be approved by the Board of Directors. The Board of Directors may
at any time cause the Company to repay all or any part of the money so advanced,
without premium or penalty. Nothing in this Article 13 shall derogate from the
right of the Board of Directors to make any call before or after receipt by the
Company of any such advance.

14.  FORFEITURE AND SURRENDER

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

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

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

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

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

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


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     (g) The Board of Directors may at any time, before any share so forfeited
or surrendered shall have been sold, re-allotted or otherwise disposed of,
nullify the forfeiture or surrender on such conditions as it thinks fit, but no
such nullification shall estop the Board of Directors from re-exercising its
powers of forfeiture pursuant to this Article 14.

15.  LIEN

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

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

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

16.  SALE AFTER FORFEITURE OR SURRENDER OR IN ENFORCEMENT OF LIEN

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

17.  REDEEMABLE SHARES

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

18.  [reserved]


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                               TRANSFER OF SHARES

19.  EFFECTIVENESS AND REGISTRATION

     No transfer of shares shall be registered unless a proper instrument of
transfer (in form and substance satisfactory to the Board of Directors) has been
submitted to the Company or its agent, together with any 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. The Board of Directors, may, from time to time,
prescribe a fee for the registration of a transfer.

20.  RECORD DATE FOR GENERAL MEETINGS

     Notwithstanding any provision to the contrary in these Articles, for the
determination of the holders entitled to receive notice of and to participate in
and vote at a General Meeting, or to express consent to or dissent from any
corporate action in writing, or to receive payment of any dividend or other
distribution or allotment of any rights or to exercise any rights in respect of
shares of the Company, the Board of Directors may fix, in advance, a record
date, which, subject to applicable law, shall not be earlier than ninety (90)
days prior to the General Meeting or other action, as the case may be. No
persons other than holders of record of shares as of such record date shall be
entitled to notice of and to participate in and vote at such General Meeting, or
to exercise such other right, as the case may be. A determination of holders of
record with respect to a General Meeting shall apply to any adjournment of such
meeting, provided that the Board of Directors may fix a new record date for an
adjourned meeting.

                             TRANSMISSION OF SHARES

21.  DECEDENTS' SHARES

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

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

22.  RECEIVERS AND LIQUIDATORS

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

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


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                                GENERAL MEETINGS

23.  ANNUAL GENERAL MEETING

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

24.  EXTRAORDINARY GENERAL MEETINGS

     All General Meetings other than Annual General Meetings shall be called
"Extraordinary General Meetings." The Board of Directors may, whenever it thinks
fit, convene an Extraordinary General Meeting at such time and place, within or
without the State of Israel, as may be determined by the Board of Directors, and
shall be obliged to do so upon a requisition in writing in accordance with
Sections 63(b)(1) or (2) and 63(c) of the Companies Law.

25.  NOTICE OF GENERAL MEETINGS

     The Company is not required to give notice under Section 69(b) of the
Companies Law. The Company is required to give such prior notice of a General
Meeting as required by law or applicable stock exchange rules, but in any event
not less than seven (7) days. The accidental omission to give notice of a
meeting to any shareholder or the non-receipt of notice by one of the
shareholders shall not invalidate the proceedings at any meeting.

                         PROCEEDINGS AT GENERAL MEETINGS

26.  QUORUM

     (a) Two or more shareholders (not in default in payment of any sum referred
to in Article 32(a) hereof), present in person or by proxy and holding shares
conferring in the aggregate thirty-three and one-third percent (33 1/3%) of the
voting power of the Company (subject to rules and regulations, if any,
applicable to the Company), shall constitute a quorum at General Meetings. No
business shall be transacted at a General Meeting, or at any adjournment
thereof, unless the requisite quorum is present when the meeting proceeds to
business.

     (b) If within an hour from the time appointed for the meeting a quorum is
not present, the meeting, if convened upon requisition under Sections 63(b)(1)
or (2), 64 or 65 of the Companies Law, shall be dissolved, but in any other case
it shall stand adjourned to the same day in the next week, at the same time and
place, or to such day and at such time and place as the Chairman may determine
with the consent of the holders of a majority of the voting power represented at
the meeting in person or by proxy and voting on the question of adjournment. No
business shall be transacted at any adjourned meeting except business which
might lawfully have been transacted at the meeting as originally called. At such
adjourned meeting, any two (2) shareholders (not in default as aforesaid)
present in person or by proxy, shall constitute a quorum (subject to rules and
regulations, if any, applicable to the Company).

     (c) The Board of Directors may determine, in its discretion, the matters
that may be voted upon at the meeting by proxy in addition to the matters listed
in Section 87(a) to the Companies Law.


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27.  CHAIRMAN

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

28.  ADOPTION OF RESOLUTIONS AT GENERAL MEETINGS

     (a) Unless otherwise indicated herein, a Shareholders Resolution shall be
deemed adopted if approved by the holders of a majority of the voting power
represented at the meeting in person or by proxy and voting thereon.

     (b) A Shareholders Resolution approving a merger (as defined in the
Companies Law) of the Company shall be deemed adopted if approved by the holders
of a majority of the voting power represented at the meeting in person or by
proxy and voting thereon.

     (c) Every question submitted to a General Meeting shall be decided by a
show of hands, but if a written ballot is demanded by any shareholder present in
person or by proxy and entitled to vote at the meeting, the same shall be
decided by such ballot. A written ballot may be demanded before the proposed
resolution is voted upon or immediately after the declaration by the Chairman of
the results of the vote by a show of hands. If a vote by written ballot is taken
after such declaration, the results of the vote by a show of hands shall be of
no effect, and the proposed resolution shall be decided by such written ballot.
The demand for a written ballot may be withdrawn at any time before the same is
conducted, in which event another shareholder may then demand such written
ballot. The demand for a written ballot shall not prevent the continuance of the
meeting for the transaction of business other than the question on which the
written ballot has been demanded.

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

29.  RESOLUTIONS IN WRITING

     A resolution in writing signed by all shareholders of the Company then
entitled to attend and vote at General Meetings or to which all such
shareholders have given their written consent (by letter, facsimile
[telecopier], telegram, telex or otherwise), or their oral consent by telephone
(provided that a written summary thereof has been approved and signed by the
Chairman of the Board of Directors of the Company) shall be deemed to have been
unanimously adopted by a General Meeting duly convened and held.

30.  POWER TO ADJOURN

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


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     (b) It shall not be necessary to give any notice of an adjournment, whether
pursuant to Article 26(b) or Article 30(a), unless the meeting is adjourned for
thirty (30) days or more in which event notice thereof shall be given in the
manner required for the meeting as originally called.

31.  VOTING POWER

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

32.  VOTING RIGHTS

     (a) No shareholder shall be entitled to vote at any General Meeting (or be
counted as a part of the quorum thereat), unless all calls and other sums then
payable by him in respect of his shares in the Company have been paid, but this
Article shall not apply to separate General Meetings of the holders of a
particular class of shares pursuant to Article 6(b).

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

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

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

                                     PROXIES

33.  INSTRUMENT OF APPOINTMENT

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

"I _____________________ of __________________________________
   (Name of Shareholder)         (Address of Shareholder)
being a member of ___________________________ hereby appoint
                    (Name of the Company)
________________________of _____________________________
    (Name of Proxy)               (Address of Proxy)

as my proxy to vote for me and on my behalf at the General Meeting of the
Company to be held on the _____ day of ___________, 20__ and at any
adjournment(s) thereof.

                  Signed this ______ day of ____________, 20__.

                                                     _________________________
                                                     (Signature of Appointer)"


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

     (b) The instrument appointing a proxy (and the power of attorney or other
authority, if any, under which such instrument has been signed) shall either be
delivered to the Company (at its Registered Office, or at its principal place of
business or at the offices of its registrar and/or transfer agent or at such
place as the Board of Directors may specify) not less than seventy-two (72)
hours (or such shorter period as determined by the Board of Directors) before
the time fixed for the meeting at which the person named in the instrument
proposes to vote.

34.  EFFECT OF DEATH OF APPOINTOR OR REVOCATION OF APPOINTMENT

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

                               BOARD OF DIRECTORS

35.  POWERS OF BOARD OF DIRECTORS

     (a) IN GENERAL

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

     (b) BORROWING POWER

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

     (c) RESERVES

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


                                     - 11 -
<PAGE>


36.  EXERCISE OF POWERS OF DIRECTORS

     (a) A meeting of the Board of Directors at which a quorum is present (in
person, by means of a conference call or any other device allowing each director
participating in such meeting to hear all the other directors participating in
such meeting) shall be competent to exercise all the authorities, powers and
discretions vested in or exercisable by the Board of Directors.

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

     (c) A resolution MAY BE ADOPTED BY THE BOARD OF DIRECTORS WITHOUT CONVENING
A MEETING IF all Directors then in office and lawfully entitled to vote thereon
(as conclusively determined by the Chairman of the Audit Committee, and, in the
absence of such determination, by the Chairman of the Board of Directors) having
given their consent (IN ANY MANNER WHATSOEVER) NOT TO CONVENE A MEETING. SUCH A
RESOLUTION SHALL BE ADOPTED IF APPROVED BY A MAJORITY OF THE DIRECTORS ENTITLED
TO VOTE THEREON (AS DETERMINED AS AFORESAID). THE CHAIRMAN OF THE BOARD SHALL
SIGN ANY RESOLUTIONS SO ADOPTED, INCLUDING THE DECISION TO ADOPT SAID
RESOLUTIONS WITHOUT A MEETING.

37.  DELEGATION OF POWERS

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

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

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


                                     - 12 -
<PAGE>


38.  NUMBER OF DIRECTORS

     The Board of Directors shall consist of such number of Directors (not less
than four (4) nor more than nine (9) as may be determined by Shareholder
Resolution of the Company.

39.  ELECTION AND REMOVAL OF DIRECTORS

     (a) If at any time, the Company shall be required to appoint independent or
external directors such as a public director or directors of any other type as
the may be required by law ("External Directors") such directors shall serve on
the Board according to the number required by law. External Directors will be
appointed and removed pursuant to and shall be governed by the relevant
provisions of the law which applies to External Directors. If permitted by
applicable law, External Directors will be appointed by the Board.

     (b) The members of the Board of Directors shall be called Directors, and
other than External Directors (who will be chosen and appointed, and whose term
will expire, in accordance with applicable law,) they shall be appointed in
accordance with the provisions of this Article.

     (c) Directors (other than External Directors) shall be elected at the
Annual General Meeting by the vote of the holders of a majority of the voting
power represented at such meeting in person or by proxy and voting on the
election of directors, or by the Board of Directors. In the event that Directors
are appointed by the Board of Directors, such appointment of Directors shall be
adopted by Shareholders' Resolution at the first extraordinary or annual general
meeting of the shareholders following the date upon which the Director was
appointed by the Board of Directors. Each Director shall serve, subject to
Article 42 hereof, and with respect to a Director appointed pursuant to Article
41 hereof, subject to such Article, until the Annual General Meeting next
following the Annual General Meeting at which such Director was appointed, or
his earlier removal pursuant to this Article 39. The shareholders shall be
entitled to remove any Director(s) from office, all subject to applicable law.

40.  QUALIFICATION OF DIRECTORS

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

41.  CONTINUING DIRECTORS IN THE EVENT OF VACANCIES

     In the event of one or more vacancies in the Board of Directors, the
continuing Directors may continue to act in every matter, and may temporarily
fill any such vacancy until the next Annual General Meeting, provided, however,
that if they number less than the minimum number provided for pursuant to
Article 38 hereof, they may only act in an emergency, and may call a General
Meeting of the Company for the purpose of electing Directors to fill any or all
vacancies, so that at least a majority of the number of Directors provided for
pursuant to Article 38 hereof are in office as a result of said meeting.


                                     - 13 -
<PAGE>


42.  VACATION OF OFFICE

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

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

43.  REMUNERATION OF DIRECTORS

     No Director shall be paid any remuneration by the Company for his services
as Director except as may be approved by the Company in a General Meeting
(including, but not limited to, the grant of options for the Company's shares)
and except for reimbursement of reasonable expenses incurred in connection with
carrying out his duties as a Director.

44.  CONFLICT OF INTERESTS

     Subject to the provisions of the Companies Law, the Company may enter into
any contract or otherwise transact any business with any Director in which
contract or business such Director has a personal interest, directly or
indirectly; and may enter into any contract of otherwise transact any business
with any third party in which contract or business a Director has a personal
interest, directly or indirectly.

45.  ALTERNATE DIRECTORS

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

     (b) Any notice given to the Company pursuant to Article 45(a) shall become
effective on the date fixed therein, or upon the delivery thereof to the
Company, whichever is later.

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

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

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

     (f) Notwithstanding Article 45(a), (i) no person shall be appointed as the
Alternate Director for more than one Director and (ii) except as otherwise
specifically permitted by the Companies Law, (A) no External Director may
appoint an Alternate Director and (B) no Director may serve as an Alternate
Director.


                                     - 14 -
<PAGE>


                      PROCEEDINGS OF THE BOARD OF DIRECTORS

46.  MEETINGS

     (a) The Board of Directors may meet and adjourn its meetings and otherwise
regulate such meetings and proceedings as the Board of Directors think fit.
Notice of the meetings of the Board of Directors shall be sent to each Director
at the last address that the Director provided to the Company, or via telephone,
facsimile or e-mail message.

     (b) Any Director may at any time, and the Secretary, upon the request of
such Director, shall, convene a meeting of the Board of Directors, but not less
than seven (7) days' notice (oral or written) shall be given of any meeting so
convened. The failure to give notice to a Director in the manner required hereby
may be waived by such Director.

47.  QUORUM

     Until otherwise unanimously decided by the Board of Directors, a quorum at
a meeting of the Board of Directors shall be constituted by the presence of a
majority of the Directors then in office who are lawfully entitled to
participate in the meeting (as conclusively determined by the Chairman of the
Audit Committee and in the absence of such determination - by the Chairman of
the Board of Directors), but shall not be less than two.

48.  CHAIRMAN OF THE BOARD OF DIRECTORS

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

49.  VALIDITY OF ACTS DESPITE DEFECTS

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

                                 GENERAL MANAGER

50.  GENERAL MANAGER

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


                                     - 15 -
<PAGE>


                                     MINUTES

51.  MINUTES

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

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

                                    DIVIDENDS

52.  DECLARATION AND PAYMENT OF DIVIDENDS

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

53.  [Deleted]

54.  AMOUNT PAYABLE BY WAY OF DIVIDENDS

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

55.  INTEREST

     No dividend shall carry interest as against the Company.

56.  PAYMENT IN SPECIE

     Upon the declaration of the Board of Directors, 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 of the Company or
of any other companies, or in any one or more of such ways.

57.  CAPITALIZATION OF PROFITS, RESERVES ETC.

     Upon the resolution of the Board of Directors, the Company -

     (a) 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, on the footing that they become entitled thereto as capital, or may
cause any part of such capitalized fund to be applied on behalf of such
shareholders in paying up in full, either at par or at such premium as the
resolution may provide, any unissued shares or debentures or debenture stock of
the Company which shall be distributed accordingly, in payment, in full or in
part, of the uncalled liability on any issued shares or debentures or debenture
stock; and


                                     - 16 -
<PAGE>


     (b) may cause such distribution or payment to be accepted by such
shareholders in full satisfaction of their interest in the said capitalized sum.

58.  IMPLEMENTATION OF POWERS UNDER ARTICLES 56 AND 57

     For the purpose of giving full effect to any resolution under Articles 56
or 57, and without derogating from the provisions of Article 7(b) hereof, and
subject to applicable law, the Board of 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 of any specific assets, and may determine that cash payments shall
be made to any members upon the footing of the value so fixed, or that fractions
of less value than the nominal value of one share may be disregarded in order to
adjust the rights of all parties, and may vest any such cash, shares,
debentures, debenture stock or specific assets in trustees upon such trusts for
the persons entitled to the dividend or capitalized fund as may seem expedient
to the Board of Directors.

59.  DEDUCTIONS FROM DIVIDENDS

     The Board of Directors may deduct from any dividend or other moneys payable
to any member in respect of a share any and all sums of money then payable by
him to the Company on account of calls or otherwise in respect of shares of the
Company and/or on account of any other matter of transaction whatsoever.

60.  RETENTION OF DIVIDENDS

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

     (b) The Board of Directors may retain any dividend or other moneys payable
or property distributable in respect of a share in respect of which any person
is, under Articles 21 or 22, entitled to become a member, or which any person
is, under said Articles, entitled to transfer, until such person shall become a
member in respect of such share or shall transfer the same.

61.  UNCLAIMED DIVIDENDS

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


                                     - 17 -
<PAGE>


62.  MECHANICS OF PAYMENT

     Any dividend or other moneys payable in cash in respect of a share may be
paid by check or warrant sent through the post to, or left at, the registered
address of the person entitled thereto or by transfer to a bank account
specified by such person (or, if two or more persons are registered as joint
holders of such share or are entitled jointly thereto in consequence of the
death or bankruptcy of the holder or otherwise, to any one of such persons or to
his bank account), or to such person and at such address as the person entitled
thereto may by writing direct. Every such check or warrant shall be made payable
to the order of the person to whom it is sent, or to such person as the person
entitled thereto as aforesaid may direct, and payment of the check or warrant by
the banker upon whom it is drawn shall be a good discharge to the Company. Every
such check or warrant shall be sent at the risk of the person entitled to the
money represented thereby.

63.  RECEIPT FROM A JOINT HOLDER

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

                                    ACCOUNTS

64.  BOOKS OF ACCOUNT

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

65.  AUDIT

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

66.  AUDITORS

     The appointment, authorities, rights and duties of the auditor(s) of the
Company, shall be regulated by applicable law. The Audit Committee of the
Company shall have the authority to fix, in its discretion, the remuneration of
the auditor(s) for the auditing services.

                                BRANCH REGISTERS

67.  BRANCH REGISTERS

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


                                     - 18 -
<PAGE>


                       RIGHTS OF SIGNATURE, STAMP AND SEAL

68.  RIGHTS OF SIGNATURE, STAMP AND SEAL

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

     (b) The Company shall have at least one official stamp.

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

                                     NOTICES

69.  NOTICES

     (a) Any written notice or other document may be served by the Company upon
any shareholder either personally, or by facsimile transmission, or by sending
it by prepaid mail (airmail or overnight air courier if sent to an address on a
different continent from the place of mailing) addressed to such shareholder at
his address as described in the Register of Members or such other address as he
may have designated in writing for the receipt of notices and other documents.
Any written notice or other document may be served by any shareholder upon the
Company by tendering the same in person to the Secretary or the General Manager
of the Company at the principal office of the Company, or by facsimile
transmission, or by sending it by prepaid registered mail (airmail or overnight
air courier if posted outside Israel) to the Company at its Registered Address.
Any such notice or other document shall be deemed to have been served (i) in the
case of mailing, two (2) business days after it has been posted (seven (7)
business days if sent internationally), or when actually received by the
addressee if sooner than two (2) days or seven (7) days, as the case may be,
after it has been posted; (ii) in the case of overnight air courier, on the
third (3rd) business day following the day sent, with receipt confirmed by the
courier, or when actually received by the addressee if sooner than three (3)
business days after it has been sent; (iii) in the case of personal delivery, on
the date such notice was actually tendered in person to such shareholder (or to
the Secretary or the General Manager); (iv) in the case of facsimile
transmission, on the date on which the sender receives automatic electronic
confirmation by the recipient's facsimile machine that such notice was received
by the addressee. The mailing or publication date and the date of the meeting
shall be counted as part of the days comprising any notice period. 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 69(a).

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


                                     - 19 -
<PAGE>


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

     (d) Notwithstanding anything to the contrary herein, notice by the Company
of a General Meeting which is published in two (2) daily newspapers in the State
of Israel, if at all, shall be deemed to have been duly given on the date of
such publication to any shareholder whose address as registered in the Register
of Members (or as designated in writing for the receipt of notices and other
documents) is located in the State of Israel.

     Notwithstanding anything to the contrary herein, notice by the Company of a
General Meeting which is published in one (1) daily newspaper in the United
States shall be deemed to have been duly given on the date of such publication
to any member whose address as registered in the Registrar of Members (or as
designated in writing for the receipt of notices and other documents) is located
outside the State of Israel.

                             INSURANCE AND INDEMNITY

70.  EXCULPATION, INDEMNITY AND INSURANCE

     (a) For purposes of these Articles, the term "Office Holder" shall mean
every Director and every officer of the Company, including, without limitation,
each of the persons defined as "Nosei Misra" in the Companies Law.

     (b) Subject to the provisions of the Companies Law, the Company may
prospectively exculpate an Office Holder from all or some of the Office Holder's
responsibility for damage resulting from the Office Holder's breach of the
Office Holder's duty of care to the Company.

     (c) Subject to the provisions of the Companies Law, the Company may
indemnify an Office Holder in respect of an obligation or expense specified
below imposed on or incurred by the Office Holder in respect of an act performed
in his capacity as an Office Holder, as follows:

          (i) a financial obligation imposed on him in favor of another person
     by a court judgment, including a compromise judgment or an arbitrator's
     award approved by court;

          (II) REASONABLE LITIGATION EXPENSES, INCLUDING ATTORNEY'S FEES,
     EXPENDED BY THE OFFICE HOLDER AS A RESULT OF AN INVESTIGATION OR PROCEEDING
     INSTITUTED AGAINST HIM BY A COMPETENT AUTHORITY, PROVIDED THAT SUCH
     INVESTIGATION OR PROCEEDING CONCLUDED WITHOUT THE FILING OF AN INDICTMENT
     AGAINST HIM AND EITHER (A) CONCLUDED WITHOUT THE IMPOSITION OF ANY
     FINANCIAL LIABILITY IN LIEU OF CRIMINAL PROCEEDINGS OR (B) CONCLUDED WITH
     THE IMPOSITION OF A FINANCIAL LIABILITY IN LIEU OF CRIMINAL PROCEEDINGS BUT
     RELATES TO A CRIMINAL OFFENSE THAT DOES NOT REQUIRE PROOF OF CRIMINAL
     INTENT; and

          (iii) reasonable litigation expenses, including attorneys' fees,
     expended by an Office Holder or charged to the Office Holder by a court, in
     a proceeding instituted against the Office Holder by the Company or on its
     behalf or by another person, or in a criminal charge from which the Office
     Holder was acquitted, or in a criminal proceeding in which the Office
     Holder was convicted of an offense that does not require proof of criminal
     intent.

     The Company may undertake to indemnify an Office Holder as aforesaid, (aa)
prospectively, provided that in respect of Article 70(c)(i), the undertaking is
limited to events which in the opinion of the Board of Directors are foreseeable
in light of the Company's actual operations when the undertaking to indemnify is
given, and to an amount or criteria set by the Board of Directors as reasonable
under the circumstances, and further provided that such events and amount or
criteria are set forth in the undertaking to indemnify, and (bb) retroactively.


                                     - 20 -
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     (d) Subject to the provisions of the Companies Law, the Company may enter
into a contract for the insurance of all or part of the liability of any Office
Holder imposed on the Office Holder in respect of an act performed in his
capacity as an Office Holder, in respect of each of the following:

          (i) a breach of his duty of care to the Company or to another person;

          (ii) a breach of his duty of loyalty to the Company, provided that the
     Office Holder acted in good faith and had reasonable cause to assume that
     such act would not prejudice the interests of the Company;

          (iii) a financial obligation imposed on him in favor of another
     person.

     (e) The provisions of Articles 70(a), 70(b) and 70(c) above are not
intended, and shall not be interpreted, to restrict the Company in any manner in
respect of the procurement of insurance and/or in respect of indemnification (i)
in connection with any person who is not an Office Holder, including, without
limitation, any employee, agent, consultant or contractor of the Company who is
not an Office Holder, and/or (ii) in connection with any Office Holder to the
extent that such insurance and/or indemnification is not specifically prohibited
under law; provided that the procurement of any such insurance and/or the
provision of any such indemnification shall be approved by the Audit Committee
of the Company.

                                   WINDING UP

71.  WINDING UP

     (a) A resolution adopted in a General Meeting approved by 75% of the voting
shares represented at such meeting in person or by proxy is required to approve
the winding up of the Company.

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



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