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                                   EXHIBIT 3.2

                  AMENDED AND RESTATED ARTICLES OF ASSOCIATION

                   Under section 15 of the Companies Law, 1999
                                       of

                              RADVIEW SOFTWARE LTD.
                           A limited liability company

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                                     GENERAL

1.     DEFINITIONS AND INTERPRETATION

1.1.   The following terms in these Articles of Association shall have the
       respective meanings ascribed to them below:

       Articles                  The Articles of Association of the
                                 Company, as set forth herein or as
                                 amended.

       Board                     Board of Directors of the Company.

       Business Day              Sunday to Thursday, inclusive, with the
                                 exception of holidays and official days
                                 of rest in the State of Israel.

       Companies Law             The Companies Law, 1999, as may be
                                 amended from time to time.

       Companies Regulations     Regulations issued pursuant to the
                                 Companies Law.

       Company                   Radview Software Ltd.

       Director                  A Director of the Company in accordance
                                 with the definition of the Companies
                                 Law.

       General Meeting           A general meeting of the Shareholders of
                                 the Company.

       Law                       The provisions of any law ("din") as
                                 defined in the Interpretation Law, 1981.

       Ordinary Majority         More than fifty percent (50%) of the
                                 votes of the Shareholders who are
                                 entitled to vote and who actually voted
                                 in a General Meeting in person, by means
                                 of proxy or by means of a deed of vote.

       Securities                Shares, bonds, capital notes or
                                 securities convertible, exchangeable or
                                 exercisable into shares, and
                                 certificates conferring a right in such
                                 securities, issued by the Company.

       Securities Law            The Securities Law, 1968.

       Securities Regulations    Regulations issued pursuant to the
                                 Securities Law.

       Shareholder               Anyone registered as a shareholder in
                                 the Shareholder Register of the Company.

       Significant Shareholder   A Shareholder who holds five percent
                                 (5%) or more of the Company's issued
                                 share capital or of the voting rights in
                                 the Company.

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       Special Majority          A majority of at least three quarters of
                                 the Shareholders who are entitled to
                                 vote and who actually voted in a General
                                 Meeting in person, by means of a proxy
                                 or by means of a deed of vote.

1.2.   Unless the subject or the context otherwise requires, each word and
       expression not specifically defined herein and defined in the Companies
       Law as in effect on the date when these Articles first became effective
       shall have the same meaning herein, and to the extent that no meaning is
       attached to it in the Companies Law, the meaning ascribed to it in the
       Companies Regulations, and if no meaning is ascribed thereto in the
       Companies Regulations, the meaning ascribed to it in the Securities Law
       or Securities Regulations; 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 corporate entities.

1.3.   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.

2.     PUBLIC COMPANY

The Company is a public company.

3.     THE PURPOSE OF THE COMPANY

The purpose of the Company is to operate in accordance with business
considerations to generate profits; provided, however, that the Company may
donate reasonable amounts to worthy causes, as the Board may determine in its
discretion, even if such donations are not within the framework of business
considerations.

4.     [RESERVED]

5.     LIMITED LIABILITY

The liability of the Shareholders of the Company is limited, each one up to the
full amount he undertook to pay for the shares of the Company allotted to him.

                                  SHARE CAPITAL

6.     SHARE CAPITAL

The registered share capital of the Company is four hundred thousand New Israeli
Shekels (NIS 400,000), divided into forty million (40,000,000) ordinary shares
of a nominal value of One Agora (NIS 0.01) each (the "Ordinary Shares").

7.     INCREASE OF REGISTERED SHARE CAPITAL

7.1.   The Company may, from time to time, by a resolution of the General
       Meeting adopted by an Ordinary Majority, whether or not all the shares
       then registered have been issued, and whether or not all the shares
       theretofore issued have been called up for payment, increase its
       registered 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 of the General
       Meeting shall provide.

7.2.   Except to the extent otherwise provided in such resolution of the General
       Meeting, such new shares shall be subject to all the provisions
       applicable to the shares of the original capital.

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8.     SPECIAL RIGHTS; MODIFICATIONS OF RIGHTS

8.1.   The rights attached to any class of unissued shares, unless otherwise
       provided by these Articles, may be modified or abrogated by the Company
       by a resolution of the General Meeting adopted by an Ordinary Majority.

8.2.   The rights attached to any class of issued shares, unless otherwise
       provided by these Articles, may be modified or abrogated by the Company
       by a resolution of the General Meeting adopted by an Ordinary Majority,
       provided that any modification that would directly alter the rights
       attached to such class shall require the consent in writing of the
       holders of more than fifty percent (50%) of the issued shares of such
       class or a resolution of a separate General Meeting of the holders of the
       shares of such class adopted by an Ordinary Majority.

8.3.   Unless otherwise provided by these Articles, the increase of the
       registered number of shares of an existing class of shares, or the
       issuance of additional shares thereof, shall not be deemed, for purposes
       of this Article 8, to alter the rights attached to the previously issued
       shares of such class or of any other class.

8.4.   Subject to the provisions of the Memorandum of Association of the
       Company, and these Articles, when effecting an increase of the registered
       share capital under Article 7, or when modifying rights of shares under
       Article 8, the Company may 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 the adopted
       resolutions.

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

9.1.   The Company may, from time to time, by a resolution of the General
       Meeting adopted by an Ordinary Majority (subject, however, to the
       provisions of Article 8.2 hereof and to the Companies Law):

       (One)      Consolidate and divide all or any of its issued or unissued
                  share capital into shares of larger nominal value than its
                  existing shares;

       (Two)      Subdivide its shares (issued or unissued) or any of them, into
                  shares of smaller nominal value than is fixed by these
                  Articles (subject to the provisions of the Companies Law), and
                  the 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;

       (Three)    Cancel any shares which, at the date of the adoption of such
                  resolution of the General Meeting, have not been allotted, so
                  long as the Company is not under an obligation to allot these
                  shares, and reduce the amount of its registered share capital
                  by the amount of the shares so cancelled; or

       (Four)     Reduce its share capital in any manner, and with and subject
                  to any incident authorized, and consent required, by Law.

9.2.   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 may settle any difficulty which may arise
       with regard thereto, as it deems appropriate, including, inter alia,
       resort to one or more of the following actions:

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

       (Two)      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;

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       (Three)    Redeem, in the case of redeemable shares, and subject to
                  applicable Law, such shares or fractional shares sufficient to
                  preclude or remove fractional share holdings; and

        (Four)    Cause the transfer of fractional shares by certain
                  Shareholders 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 is
                  hereby authorized to act as agent for the transferors and
                  transferees with power of substitution for purposes of
                  implementing the provisions of this Article 9.2(d).

                                     SHARES

10.    ISSUANCE OF SHARE CERTIFICATES; REPLACEMENT OF LOST CERTIFICATES

10.1.  The Company shall maintain a Shareholder Register and a Register of
       Significant Shareholders, to be administered by the Chief Financial
       Officer of the Company, subject to the oversight of the Board.

10.2.  Share certificates shall bear the signatures, including facsimile
       signature, of one Director and the corporate secretary, or of two
       Directors, or of any other person or persons authorized thereto by the
       Board.

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

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

10.5.  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 may deem appropriate.

11.    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,
shall be entitled to treat the holder of any share in trust as a Shareholder and
to issue to him a share certificate, in condition that the trustee notify the
Company of the identity of the beneficiary, and, accordingly, shall not, except
as ordered by a court of competent jurisdiction, or as required by Law, be bound
to recognize any equitable or other claim to, or interest in, such share on the
part of any other person.

12.    ISSUANCE OF SHARES AND OTHER SECURITIES

12.1.  The unissued shares from time to time shall be under the control of the
       Board, 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 14 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 may deem appropriate, 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 may
       deem appropriate.

12.2.  The Board may determine to issue a series of bonds or other debt
       securities, as part of its authority or to take a loan on behalf of the
       Company.

12.3.  The Shareholders of the Company at any given time shall not have any
       preemptive right or priority or any other right whatsoever with respect
       to the acquisition of Securities of the Company. The Board, in its sole
       discretion, may decide to offer Securities of the Company first to
       existing Shareholders or to any one or more of them.

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12.4.  The Company is entitled to pay a commission (including underwriting fees)
       to any person, in consideration for underwriting services, or the
       marketing or distribution of Securities of the Company, whether reserved
       or unreserved, as determined by the Board. Payments, as stated in this
       Article 12.4, may be paid in cash or in Securities of the Company, or in
       a combination thereof.

13.    PAYMENT IN INSTALLMENTS

If by the terms of issuance 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 or the
person(s) entitled thereto.

14.    CALLS ON SHARES

14.1.  The Board may, from time to time, make such calls as it may deem
       appropriate upon Shareholders in respect of any sum unpaid in respect of
       shares held by such Shareholders which is not, by the terms of allotment
       thereof or otherwise, payable at a fixed time, and each Shareholder 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, 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 (and in the notice
       referred to in Article 14.2), 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.

14.2.  Notice of any call shall be given in writing to the applicable
       Shareholder(s) 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 and the place where such payment shall be made; provided,
       however, that before the time for any such payment, the Board may, by
       notice in writing to such Shareholder(s), revoke such call in whole or in
       part, extend such time, or alter such designated person and/or place. In
       the event of a call payable in installments, only one notice thereof need
       be given.

14.3.  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 and of which due
       notice had been given, and all the provisions herein contained with
       respect to calls shall apply to each such amount.

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

14.5.  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 may prescribe.

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

15.    PREPAYMENT

With the approval of the Board, any Shareholder may pay to the Company any
amount not yet payable in respect of his shares, and the Board 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. The Board 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 15
shall derogate from the right of the Board to make any call before or after
receipt by the Company of any such advance.

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16.    FORFEITURE AND SURRENDER

16.1.  If any Shareholder fails to pay any amount payable in respect of a call,
       or interest thereon as provided herein, on or before the day fixed for
       payment of the same, the Company, by resolution of the Board, may at any
       time thereafter, so long as such amount or interest remains unpaid,
       forfeit all or any of the shares in respect of which such 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.

16.2.  Upon the adoption of a resolution of forfeiture, the Board shall cause
       notice thereof to be given to the Shareholder whose shares are the
       subject of such forfeiture, 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), such shares shall be
       ipso facto forfeited, provided, however, that, prior to the expiration of
       such period, the Board may nullify such resolution of forfeiture, but no
       such nullification shall estop the Board from adopting a further
       resolution of forfeiture in respect of the non-payment of such amount.

16.3.  Whenever shares are forfeited as herein provided, all distributions
       theretofore declared in respect thereof and not actually paid or
       distributed shall be deemed to have been forfeited at the same time.

16.4.  The Company, by resolution of the Board, may accept the voluntary
       surrender of any share.

16.5.  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
       deems appropriate.

16.6.  Any Shareholder whose shares have been forfeited or surrendered shall
       cease to be a Shareholder 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 14.5 above, and the
       Board, 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, may accelerate the date(s) of payment of any or all amounts then
       owing by the Shareholder in question (but not yet due) in respect of all
       shares owned by such Shareholder, solely or jointly with another, and in
       respect of any other matter or transaction whatsoever.

16.7.  The Board may at any time, before any share so forfeited or surrendered
       shall have been sold, re-allotted or otherwise disposed of, nullify the
       forfeiture or surrender on such conditions as it deems appropriate, but
       no such nullification shall estop the Board from re-exercising its powers
       of forfeiture pursuant to this Article 16.

17.    LIEN

17.1.  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 Shareholder which are not fully paid up
       (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, securing any sum unpaid in respect of such shares, whether
       the period for the payment, fulfillment or discharge of such unpaid sums
       shall have actually arrived or not. Such lien shall extend to all
       distributions from time to time declared in respect of such shares.

17.2.  The Board 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 may deem appropriate, 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 Company's intention to sell shall
       have been served on such Shareholder, his executors or administrators.

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17.3.  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 Shareholder (whether or not the same have matured),
       or any specific part of the same, as the Board may determine, and the
       balance, if any, shall be paid to the Shareholder, his executors,
       administrators or assigns.

18.    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 may appoint a person to execute an instrument of transfer of the
shares so sold and cause the purchaser's name to be entered in the Shareholder
Register 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 Shareholder Register 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.

19.    REDEEMABLE SHARES

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

20.    TRANSFER OF SHARES

20.1.  The shares of the Company are freely transferable. However, no transfer
       of shares shall be registered unless the Company receives a deed of
       transfer or other proper instrument of transfer, in form and substance
       satisfactory to the Board, together with the share certificate(s) and
       such other evidence of title as the Board may reasonably require. Until
       the transferee has been registered in the Shareholder Register in respect
       of the shares so transferred, the Company may continue to regard the
       transferor as the owner thereof. The Board may, from time to time,
       prescribe a fee for the registration of a transfer. A deed of transfer
       shall be in the following form or in any substantially similar form,
       including any such form as is acceptable to the transfer agent for the
       Company's shares, or in any form otherwise approved by the Board.

              Deed of Transfer

                I, _________,(the "Transferor") of ________________,do hereby
              transfer, in consideration for _____________, to ______________,
              _____________, (the "Transferee"), ______________,
              _____________,share(s) NIS 0.01 par value each of Radview Software
              Ltd. (the "Company") to be held by the Transferee and/or his
              executors, administrators and assigns, subject to the same terms
              and conditions under which I held the same at the time of
              execution hereof; and I, the said Transferee, do hereby agree to
              take the said share(s) subject to the conditions aforesaid.

              In witness whereof we hereby execute this Deed of Transfer,
              this __ day of______, 20__.

              The Transferor:                             The Transferee:

              ----------------------------------          ---------------------
              Name:                                       Name:

              ---------------------                       ----------------------
              Signature:                                  Signature:

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

20.2.  Upon the death of a Shareholder, the Company shall recognize the
       custodian or administrator of the estate or executor of the will, and in
       the absence of such, the lawful heirs of the Shareholder, as the only
       holders of the right for the shares of the deceased Shareholder, after
       receipt of evidence to the entitlement thereto, as determined by the
       Board.

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20.3.  The Company may recognize the receiver or liquidator of any corporate
       Shareholder in liquidation 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, after receipt of evidence to the
       entitlement thereto, as determined by the Board.

20.4.  A person acquiring a right in shares as a result of being a custodian,
       administrator of the estate, executor of a will or the heir of a
       Shareholder, or a receiver, liquidator or a trustee in a bankruptcy of a
       Shareholder or according to another provision of Law, is entitled, after
       providing evidence of his right to the satisfaction of the Board, to be
       registered as the Shareholder or to transfer such shares to another
       person, subject to the provisions of this Article 20.

21.    BEARER SHARE CERTIFICATES

The Company shall not issue bearer share certificates which grant the bearer
rights in the shares specified therein.

                                GENERAL MEETINGS

22.    THE AUTHORITY OF THE GENERAL MEETING

22.1.  Matters within the authority of the General Meeting

       The following matters shall require the approval of the General Meeting:

       22.1.1.  Amendments to the Articles.

       22.1.2.  The exercise by the General Meeting of the authority of the
                Board, subject to the provisions of the Companies Law, if it is
                resolved that the Board is incapable of exercising its
                authority, and that the exercise of such authority is essential
                to the orderly management of the Company.

       22.1.3.  The appointment or reappointment of the Company's auditor, and
                the termination or non-renewal of his service.

       22.1.4.  The election of Directors (except as specifically set forth
                otherwise in these Articles), including external Directors, in
                accordance with Article 45.3 hereof.

       22.1.5.  To the extent required by the provisions of the Companies Law,
                the approval of actions and transactions with interested parties
                and the approval of an action or a transaction of an Office
                Holder (as defined in Article 62) which might constitute a
                breach of the duty of loyalty.

       22.1.6.  Changes in the share capital of the Company, as set forth in
                Articles 7, 8 and 9 hereof.

       22.1.7.  A merger of the Company, as defined in the Companies Law.

       22.1.8.  A liquidation of the Company.

       22.1.9.  Any other matters which the Companies Law requires to be dealt
                with at the General Meeting of the Company, or any matters which
                were given to the General Meeting in these Articles.

22.2. The General Meeting shall not transfer to another organ of the Company any
      of its authorities detailed in Article 22.1 above.

22.3.  The General Meeting, by a resolution adopted by an Ordinary Majority, may
       assume the authority which is given to another organ of the Company;
       provided however, that such taking of authorities shall be with regard to
       a specific issue or for a specific period of time, all as stated in the
       resolution of the General Meeting regarding such taking of authorities.

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23.    ANNUAL MEETING

23.1.  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. These
       General Meetings shall be referred to as "Annual Meetings."

23.2.  An Annual Meeting shall be convened to discuss the following issues:

       23.2.1. The report of the Board with respect to the fee paid to the
               Company's auditor.

       23.2.2. The election of Directors in accordance with Article 45 below.

23.3.  The agenda at an Annual Meeting may include the following issues,
       in addition to those referred to in Article 23.2:

       23.3.1. The appointment of an auditor or the renewal of his office.

       23.3.2. Any other issue which was detailed in the agenda for the Annual
               Meeting.

24.    EXTRAORDINARY MEETINGS

24.1.  All General Meetings other than Annual Meetings shall be referred to as
       "Extraordinary Meetings." An Extraordinary Meeting shall discuss and
       decide in all matters which are not discussed and decided in the Annual
       Meeting, and for which the Extraordinary Meeting was convened.

24.2.  The Board may, whenever it deems appropriate, convene an Extraordinary
       Meeting at such time and place, within or without the State of Israel, as
       may be determined by the Board, and shall be obliged to do so upon the
       demand of one of the following:

       24.2.1.  Any two Directors or a quarter of the Directors, whichever is
                lower; or

       24.2.2.  Any one or more Shareholders, holding alone or together at least
                five percent (5%) of the issued share capital of the Company.

24.3.  The Board, upon demand to convene an Extraordinary Meeting in accordance
       with Article 24.2 above, shall announce the convening of the General
       Meeting within twenty one (21) days from the receipt of a demand in that
       respect; provided, however, that the date fixed for the Extraordinary
       Meeting shall not be more than thirty five (35) days from the publication
       date of the announcement of the Extraordinary Meeting, or such other
       period as may be permitted by the Companies Law or Companies Regulations.

25.    REDEEMABLE SHARES

The provisions of these Articles with respect to General Meetings shall apply,
mutatis mutandis, to meetings of the holders of a class of shares of the Company
(hereinafter: "Class Meetings"); provided, however, that the requisite quorum at
any such Class Meeting shall be one or more Shareholders present in person, by
proxy or by deed of vote, and holding together not less than fifty percent (50%)
of the issued shares of such class.

26.    NOTICE OF GENERAL MEETINGS

26.1.  Unless a shorter period is permitted by Law (provided that such period is
       not less than seven (7) days prior to the date fixed for the General
       Meeting), a notice of a General Meeting shall be sent to each Shareholder
       of the Company registered in the Shareholder Register and entitled to
       attend and vote at such meeting, at least twenty one (21) days prior to
       the date fixed for the General Meeting. Subject to the provisions of any
       Law, each such notice shall specify the place, the day and hour of the
       meeting, the agenda of the meeting, the

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       proposed resolution(s) or a concise description thereof, the type of the
       meeting, the required majority, the determining date with respect to
       participation and voting, the telephone number and the address of the
       Company's offices and the dates when it is possible to browse the full
       text of the resolutions, and the arrangements for voting by means of a
       proxy and, if applicable, a deed of vote. Anything herein to the contrary
       notwithstanding, with the written consent of all Shareholders entitled to
       vote thereon, a resolution may be proposed and passed at such meeting
       although a shorter notice than hereinabove prescribed has been given. A
       waiver by a Shareholder can also be made in writing after the fact and
       even after the convening of the General Meeting.

26.2.  Notwithstanding anything to the contrary herein, notice by the Company of
       a General Meeting may be effected, in addition to any means provided in
       these Articles, by any other means permitted by, and in accordance with
       the requirements of, the Companies Law or Companies Regulations.

26.3.  Any accidental omission with respect to the giving of a notice of a
       General Meeting to any Shareholder or the non-receipt of a notice with
       respect to a meeting or any other notice on the part of any Shareholder
       shall not cause the cancellation of a resolution adopted at that meeting,
       or the cancellation of acts based on such notice.

                         PROCEEDINGS AT GENERAL MEETINGS

27.    THE AGENDA OF GENERAL MEETINGS

27.1.  The agenda of General Meetings shall be determined by the Board and shall
       also include issues for which an Extraordinary Meeting is being convened
       in accordance with Article 24 above, or as may be required upon the
       request of Shareholders in accordance with the provisions of the
       Companies Law.

27.2.  The General Meeting shall only adopt resolutions on issues which are on
       its agenda.

27.3.  The General Meeting is entitled to accept or reject a proposed resolution
       which is on the agenda of the General Meeting. Subject to applicable Law,
       the General Meeting may adopt a resolution which is different from the
       description thereof included in the notice of the General Meeting,
       provided that such resolution is not materially different from the
       proposed resolution.

28.    QUORUM

28.1.  No business shall be transacted at a General Meeting, or at any
       adjournment thereof, unless a lawful quorum is present when the meeting
       proceeds to business.

28.2.  Subject to the requirements of the Companies Law, the rules of Nasdaq
       National Market and any other exchange on which the Company's securities
       are or may become quoted or listed, and the provisions of these Articles,
       any two or more Shareholders (not in default in payment of any sum
       referred to in Article 14 hereof), present in person or by proxy, or who
       have delivered to the Company a deed of vote indicating their manner of
       voting, and who hold or represent in the aggregate at least thirty three
       and one third percent (33 1/3%) of the voting power of the Company, shall
       constitute a lawful quorum at General Meetings. A Shareholder or his
       proxy, who also serves as a proxy for other Shareholder(s), shall be
       regarded as two or more Shareholders, in accordance with the number of
       Shareholders he is representing.

28.3.  If within 30 minutes from the time appointed for the General Meeting a
       quorum is not present, the meeting, if convened by the Board upon demand
       under Article 24.2 or, if not convened by the Board, if convened by the
       demanding Shareholder(s) in accordance with the provisions of the
       Companies Law, shall be dissolved, but in any other case it shall stand
       adjourned to the same day in the next week (or the first Business Day
       thereafter), 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 or by deed of vote and voting on the question of adjournment,
       or, if a specific date for an adjournment of the General Meeting was
       specified in the notice of such General Meeting, to such date. No
       business shall be transacted at any adjourned meeting except business
       which might lawfully have been transacted at the

                                       10
<Page>

       meeting as originally called. At such adjourned meeting, any two (2)
       Shareholders (not in default as aforesaid) present in person or by proxy
       or by deed of vote, shall constitute a lawful quorum.

29.    CHAIRMAN

The Chairman of the Board shall preside as Chairman at every General Meeting. If
the Chairman is unable to attend a General Meeting, he or she may designate a
Director to serve as Chairman of the General Meeting. If the Chairman is unable
to attend a General Meeting and does not designate a Chairman to serve in his or
her place, the Directors may designate a Chairman for the General Meeting If
there is no such designated Chairman at a General Meeting, the Shareholders
present shall choose someone of their number or any other person to be Chairman.
The position 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 proxy, respectively).

30.    ADJOURNED MEETING

A General Meeting at which a lawful quorum is present (hereinafter: "The
Original General Meeting"), may resolve by an Ordinary Majority to adjourn the
General Meeting, from time to time, to another time and/or place (hereinafter:
an "Adjourned Meeting"). In the event that a General Meeting is adjourned for
twenty one (21) days or more, a notice of the Adjourned Meeting shall be given
in the same manner as the notice of the Original General Meeting. With the
exception of the aforesaid, a Shareholder shall not be entitled to receive a
notice of an Adjourned Meeting or of the issues which are to be discussed in the
Adjourned Meeting. The Adjourned Meeting shall only discuss issues that could
have been discussed at the Original General Meeting, and with respect to which
no resolution was adopted.

31.    ADOPTION OF RESOLUTIONS AT GENERAL MEETINGS

31.1.  All resolutions of the General Meeting, including those with respect to
       the matters detailed in Article 22.1, shall be adopted by an Ordinary
       Majority, except with respect to Article 22.1.8 which resolution shall be
       adopted by a Special Majority, or any other matters with respect to which
       a greater majority is required by these Articles or by the Companies Law.

31.2.  Every matter 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, by proxy or by deed of vote 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.

31.3.  A declaration by the Chairman of the meeting that a resolution has been
       adopted unanimously, or adopted by a particular majority, or rejected,
       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.

32.    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 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) shall be deemed to have been
unanimously adopted by a General Meeting duly convened and held. Such resolution
could be stated in several counterparts of the same document, each of them
signed by one Shareholder or by several Shareholders.

                                       11
<Page>

33.    VOTING POWER

Subject to the provisions of Article 34.1 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 thereon is conducted in person,
by proxy or by deed of vote, by a show of hands, by written ballot or by any
other means.

34.    VOTING RIGHTS

34.1.  No Shareholder shall be entitled to vote at any General Meeting (or be
       counted as a part of the lawful 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 Class Meetings
       pursuant to Article 25.

34.2.  A company or other corporate entity 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 General Meeting. 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
       General Meeting, written evidence of such authorization, in form
       acceptable to the Chairman, shall be delivered to him.

34.3.  Any Shareholder entitled to vote may vote either personally (or, if the
       Shareholder is a company or other corporate entity, by a representative
       authorized pursuant to Article 34.2) or by proxy (subject to Article 37
       below), or by deed of vote in accordance with Article 40 below.

34.4.  If two or more persons are registered as joint holders of any share, the
       vote of the senior who tenders a vote, in person, by proxy or by deed of
       vote, 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 Shareholder Register.

35.    THE DETERMINING DATE WITH RESPECT TO PARTICIPATION AND VOTING

The Shareholders who are entitled to participate and vote at a General Meeting
shall be those Shareholders who are registered in the Shareholder Register of
the Company on the date determined by the Board, provided that such date not be
more than forty (40) days, nor less than four (4) days, prior to the date of the
General Meeting, except as otherwise permitted by the Companies Regulations.

36.    PERSONAL INTEREST IN RESOLUTION

36.1.  A Shareholder seeking to vote with respect to a resolution which requires
       that the majority for its adoption include at least a certain percentage
       of the votes of all those not having a personal interest (as defined in
       the Companies Law) in the resolution, shall notify the Company at least
       two (2) Business Days prior to the date of the General Meeting, whether
       or not he has a personal interest in the resolution, as a condition for
       his right to vote and be counted with respect to such resolution.

36.2.  A Shareholder voting on a resolution, as aforesaid, by means of a deed of
       vote or a deed of authorization of a proxy, may include his notice with
       respect to his personal interest on the deed of vote or deed of
       authorization, as the case may be.

                                     PROXIES

37.    VOTING BY MEANS OF A PROXY

37.1. A Shareholder registered in the Shareholder Register is entitled to
appoint by deed of authorization a proxy (who is not required to be a
Shareholder of the Company) to participate and vote in his stead, whether at a
certain

                                       12
<Page>

General Meeting or generally at General Meetings of the Company, whether
personally or by means of a deed of vote.

37.2. In the event that the deed of authorization is not limited to a certain
General Meeting, then the deed of authorization, which was deposited prior to a
certain General Meeting, shall also be good for other General Meetings
thereafter. This Article 37 shall also apply to a Shareholder which is a
corporation, appointing a person to participate and vote in a General Meeting in
its stead.

38.    A DEED OF AUTHORIZATION

38.1.  The deed of authorization of a proxy shall be in writing and shall be
       substantially in the form specified below, or in any usual or common form
       or in such other form as may be approved by the Board. It shall be duly
       signed by the appointer or his duly authorized attorney or, if such
       appointer is a company or other corporate entity, under its common seal
       or stamp or the hand of its duly authorized agent(s) or attorney(s).

              Deed of Authorization

              To: Radview Software Ltd.
              Attn: Corporate Secretary

               I _____________________ of __________________________________
              (Name of Shareholder) (Address of Shareholder) being a registered
              holder of __________ Ordinary Shares having a par value of NIS
              0.01 each, of Radview Software Ltd., hereby appoint
              ________________________ of ____________________________ (Name of
              Proxy) (Address of Proxy) as my proxy to participate and vote for
              me and in my stead 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 / at any General Meeting of the
              Company, until I shall otherwise notify you.

              Signed this ______ day of ____________, 20__.

              -------------------------
              (Signature of Appointer)

38.2.  The deed of authorization of 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 such
       place as the Board may specify, not less than two (2) hours (or not less
       than twenty four (24) hours with respect to a General Meeting to be held
       outside of Israel) before the time fixed for the meeting at which the
       person named in the deed of authorization proposes to vote, or presented
       to the Chairman at such meeting.

39.    EFFECT OF DEATH OF APPOINTER OR REVOCATION OF APPOINTMENT

A vote cast pursuant to a deed of authorization of a proxy shall be valid
notwithstanding the previous death, incapacity or bankruptcy, or if a company or
other corporate entity, the liquidation, 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 notice of any such event shall have been received by
the Company or by the Chairman of the General Meeting before such vote is cast
and provided, further, that the appointing Shareholder, if present in person at
said General Meeting, may revoke the appointment by means of a writing, oral
notification to the Chairman, or otherwise.

                                       13
<Page>

                                  DEED OF VOTE

40.    GENERAL

40.1.  A Shareholder may vote in a General Meeting by means of a deed of vote on
       any of the following issues that shall arise in the General Meeting:

       40.1.1.  All issues detailed in Article 22.1.1 through 22.1.8 above;

       40.1.2.  Any other issue which the Articles provide can be voted thereon
                by means of a deed of vote.

       40.1.3.  Any other issues which may be permitted by the Companies Law or
                the Companies Regulations.

40.2.  The deed of vote shall be signed by the Shareholder and shall be in any
       form acceptable to the Board.

40.3.  To the extent required by the Companies Law and Companies Regulations,
       the deed of vote shall be sent by the Company, at its expense, to the
       Shareholders of the Company who are entitled to vote in the General
       Meeting, together with the notice with respect to the General Meeting.

40.4.  A duly executed deed of vote which was received at the registered office
       of the Company at least two (2) Business Days prior to the date of the
       General Meeting, shall constitute the participation and voting of the
       Shareholder who has delivered it, for each and every purpose, including
       for the purpose of determining the lawful quorum at a General Meeting. A
       deed of vote received by the Company, in accordance with this Article,
       with respect to a certain issue which was not voted on at the General
       Meeting, shall be viewed as an "abstain" with respect to the resolution
       to adjourn the General Meeting and, at any adjourned General Meeting,
       shall be counted and voted in accordance with the manner set forth
       therein.

41.    THE DISQUALIFICATION OF DEEDS OF VOTE AND DEEDS OF AUTHORIZATION

Subject to the provisions of applicable Law, the corporate secretary of the
Company may, in his discretion, disqualify deeds of vote and deeds of
authorization and so notify the Shareholder who submitted a deed of vote or
deeds of authorization in the following cases:

41.1.  If there is a reasonable suspicion that they are forged or falsified;

41.2.  If they are not duly executed or completed;

41.3.  If there is a reasonable suspicion that they are given with respect to
       shares for which one or more deeds of vote or deeds of authorization have
       been given and not withdrawn;

41.4.  If more than one choice is marked for the same resolution; or

41.5.  With respect to resolutions which require that the majority for their
       adoption include a certain percentage of those not having a personal
       interest in the approval of the resolution, where it was not marked, or
       otherwise notified to the Company, whether or not the relevant
       Shareholder has a personal interest.

42.    RECOMMENDATIONS

42.1.  The Board, and any other person upon whose lawful demand an Extraordinary
       Meeting is convened by the Board, may send to the Shareholders a
       recommendation in order to persuade them with respect to any matter
       specified in Article 40.1 above, which is on the agenda of such General
       Meeting. The recommendation shall be delivered at the expense of the
       Company, together with the deed of vote, if so required by Law. In the
       event that a General Meeting is convened with respect to any of the
       matters specified in Article 40.1 above, any Shareholder may submit to
       the Company, no later than fourteen (14) days prior to the date of the
       General Meeting, a request that a recommendation be delivered on his
       behalf to the other Shareholders, together with

                                       14
<Page>

       the form of such recommendation. Unless it is otherwise provided by Law,
       such recommendation shall be delivered by the Company at the expense of
       such Shareholder.

42.2.  The Board may send to the Shareholders a recommendation in response to a
       recommendation delivered in accordance with the provisions of this
       Article, or in response to any other submission to the Shareholders. Such
       recommendation shall be delivered at the expense of the Company.

                               BOARD OF DIRECTORS

43.    THE AUTHORITY OF THE BOARD

43.1.  The authority of the Board is as specified in the Companies Law and in
       the provisions of these Articles.

43.2.  The Board may exercise any authority of the Company which is not, by the
       Companies Law or by these Articles, required to be exercised by another
       organ of the Company.

43.3.  Without derogating from the generality of Articles 43.1 and 43.2 above,
       the Board's authority shall include the following:

       43.3.1.  The Board 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
                deems appropriate, including, without limitation, by the
                issuance of bonds, perpetual or redeemable debentures or other
                securities, or any mortgages, charges, or other liens 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.

       43.3.2.  The Board 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, in its sole discretion, shall deem
                appropriate, 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 may from time to time deem appropriate.

       43.3.3.  Subject to the provisions of any Law, the Board may, from time
                to time, authorize any person to be the representative of the
                Company with respect to those objectives and subject to those
                conditions and for that time period, as the Board deems
                appropriate, and may also grant any such representative the
                authority to delegate any or all of the authorities, powers and
                discretion given to him by the Board.

44.    BOARD MEETINGS

44.1.  Convening Meetings of the Board

       44.1.1.  The Chairman of the Board may convene a meeting of the Board at
                any time; provided that a meeting of the Board be convened at
                least once every three (3) months.

       44.1.2.  The Chairman of the Board shall convene a meeting of the Board
                at any time or in any event that such meeting is required by the
                provisions of the Companies Law.

44.2.  Notice of a Meeting of the Board

       44.2.1.  Any notice with respect to a meeting of the Board may be given
                orally or in writing, so long as the notice is given at least
                seven (7) days prior to the date fixed for the meeting, unless
                all Directors or

                                       15
<Page>

                their Alternate Directors (as defined in Article 46.1.1) or
                their representatives agree on a shorter time period. Such
                notice shall be delivered personally, by mail, or transmitted
                via facsimile or e-mail or through another means of
                communication, to the address, facsimile number or to the e-mail
                address or to an address where messages can be delivered through
                other means of communication, as the case may be, as the
                Director informed the Company in advance.

       44.2.2.  A notice with respect to a meeting of the Board shall include
                the venue, date and time of the meeting of the Board, the issues
                on its agenda and any other material that the Chairman of the
                Board requests to be included in the notice with respect to the
                meeting.

44.3.  The Agenda of Board Meetings

       The agenda of any meeting of the Board shall be as determined by the
       Chairman of the Board, and shall include the following matters:

       44.3.1.  Matters for which the meeting is required to be convened in
                accordance with the Companies Law;

       44.3.2.  Any matter requested by a Director or by the General Manager to
                be included in the meeting within a reasonable time (taking into
                account the nature of the matter) prior to the date of the
                meeting;

       44.3.3.  Any other matter determined by the Chairman of the Board.

44.4.  Quorum

       Unless otherwise unanimously decided by the Board, a quorum at a meeting
       of the Board 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 Board ), but
       shall not be less than two Directors.

44.5.  Conducting a Meeting Through Means of Communication

       The Board may conduct a meeting of the Board through the use of any means
       of communication, provided all of the participating Directors can hear
       each other simultaneously. A resolution approved by use of means of
       communications as aforesaid, shall be deemed to be a resolution lawfully
       adopted at a meeting of the Board.

44.6.  Voting in the Board

       Unless otherwise provided by these Articles, issues presented at meetings
       of the Board shall be decided upon by a majority of the votes of
       Directors present (or participating, in the case of a vote through a
       permitted means of communications) and lawfully entitled to vote thereon
       (as conclusively determined by the Chairman of the Board). Each Director
       shall have a single vote.

44.7.  Adoption of Resolutions Without Convening

       The Board may adopt resolutions without actually convening with the
       written consent (given by letter, facsimile, e-mail or otherwise) or oral
       consent (provided that such consent has been confirmed in writing by the
       Chairman of the Board) of all the Directors then in office and lawfully
       entitled (as conclusively determined by the Chairman of the Board) to
       participate and to vote thereon. Matters presented in accordance with
       this Article 44.7 shall be decided upon by a majority of the votes of
       such Directors. Resolutions adopted pursuant to this Article 44.7 shall
       be deemed to have been duly adopted by a meeting of the Board duly
       convened and held. Minutes of such resolutions shall be approved and
       signed by the Chairman of the Board.

44.8.  Written Resolution

       A resolution in writing signed by all Directors then in office and
       lawfully entitled to vote thereon (as conclusively determined by the
       Chairman of the Board) or to which all such Directors have given their
       consent (by letter, facsimile, e-mail or otherwise), or their oral
       consent by telephone (provided that a written

                                       16
<Page>

       summary thereof has been approved and signed by the Chairman of the
       Board), shall be deemed to have been unanimously adopted by a meeting of
       the Board duly convened and held.

45.    THE APPOINTMENT OF DIRECTORS

45.1.  The Number of Directors

       The Board shall consist of such number of Directors, not less than five
       (5) nor more than eleven (11).

45.2.  Directors Generally

       45.2.1.  Subject to the provisions of the Companies Law, a Director may
                hold another position in the Company.

       45.2.2.  A company or other corporate entity may serve as a Director in
                the Company, subject to the provisions of Articles 46.2 and 46.3
                below.

       45.2.3.  The Board shall include external Directors as may be required to
                comply with the requirements of Companies Law, and independent
                Directors (any of whom may serve as an external Director as
                referred to above) as may be required to comply with the
                requirements of the Nasdaq Stock Market or any other securities
                exchange on which the securities of the Company are then quoted
                or listed.

45.3.  The Election of Directors and their Terms of Office

       45.3.1.  The Directors shall be elected at each Annual Meeting by a
                resolution adopted by an Ordinary Majority; provided, however,
                that external Directors shall be elected in accordance with the
                Companies Law and/or any securities exchange rule applicable to
                the Company. The Directors shall commence the terms of their
                office from the close of the Annual Meeting at which they are
                elected, unless a later date is stated in the resolution with
                respect to their appointment, and, subject to the provisions of
                the Companies Law with respect to external Directors, shall
                serve in office until the close of the next Annual Meeting,
                unless their office is vacated earlier in accordance with the
                provisions of Law or these Articles.

       45.3.2.  Subject to the provisions of the Companies Law with respect to
                external Directors, in each Annual Meeting, the Directors that
                were elected in the previous Annual Meeting, and thereafter, in
                any Extraordinary Meeting, or otherwise previously appointed to
                the Board, shall be deemed to have resigned from their office. A
                resigning Director may be reelected.

       45.3.3.  The General Meeting, by a resolution adopted by an Ordinary
                Majority, or the Board, upon approval of the majority of the
                Directors of the Company, may elect any person as a Director, to
                fill an office which became vacant, and also in any event in
                which the number of members of the Board is less than the
                maximum set in Article 45.1 above. Any Director elected in such
                manner shall serve in office until the next Annual Meeting.

45.4.  The Initial Structure of the Board

Until otherwise resolved by a resolution of the shareholders of the Company or
by the Board, in accordance with Article 45.3 hereof, the members of the Board
shall be: (i) Shai Beilis, (ii) Ilan Kinreich, (iii) William J. Geary,
(iv) Robert Steinkrauss, (v) Christopher M. Stone and (vi) Kathleen A. Cote.

46.    ALTERNATE DIRECTORS AND REPRESENTATIVE OF A DIRECTOR THAT IS A COMPANY

46.1.  Alternate Directors

       46.1.1.  Subject to the provisions of the Companies Law, any Director
                may, by written notice to the Company, appoint an alternate for
                himself (in these Articles, an "Alternate Director"),dismiss
                such

                                       17
<Page>

                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, for a certain
                meeting or a certain period of time to be specified in the
                appointment. Any notice given to the Company pursuant to this
                Article shall be in writing, delivered to the Company and signed
                by the appointing or dismissing Director, and shall become
                effective on the date fixed therein, or upon the delivery
                thereof to the Company, whichever is later.

       46.1.2.  Anyone who is not qualified to be appointed as a Director and/or
                anyone serving as a Director or as an existing Alternate
                Director may not be appointed and may not serve as an Alternate
                Director.

46.2.  Representative of a Director that is a Company

       A Director that is a company or other corporate entity shall appoint an
       individual, qualified to be appointed as a Director in the Company, in
       order to serve on its behalf, either for a certain meeting or for a
       certain period of time or generally and such company or other entity may
       also dismiss that individual and appoint another in his stead
       (hereinafter: a "Director's Representative"). Any notice given to the
       Company pursuant to this Article shall be in writing, delivered to the
       Company and signed by the appointing or dismissing body, and shall become
       effective on the date fixed therein, or upon the delivery thereof to the
       Company, whichever is later.

46.3.  Provisions with Respect to Alternate Directors and Director's
       Representatives

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

       46.3.2.  The office of an Alternate Director or a Director's
                Representative shall be vacated under the circumstances, mutatis
                mutandis, set forth in Article 47, and such office shall ipso
                facto be vacated if the Director who appointed such Alternate
                Director or Director's Representative ceases to be a Director.

47.    TERMINATION OF THE TERM OF A DIRECTOR

Subject to the provisions of the Companies Law with respect to external
Directors, the term of a Director shall terminate in any of the following cases:

47.1.  If he resigned from his office by way of a signed letter, filed with the
       corporate secretary at the Company's office;

47.2.  If he is declared bankrupt;

47.3.  If he is declared by an appropriate court to be incapacitated;

47.4.  Upon his death and, in the event of a company or other corporate entity,
       upon the adoption of a resolution for its voluntary liquidation or the
       issuance of a liquidation order;

47.5.  If he is removed from his office by way of a resolution adopted by the
       General Meeting by an Ordinary Majority;

47.6.  If he is convicted of a crime requiring his termination pursuant the
       Companies Law; or

47.7.  If his term of office is terminated by the Board in accordance with the
       provisions of the Companies Law.

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48.    CONTINUING DIRECTORS IN THE EVENT OF VACANCIES

In the event of one or more vacancies in the Board, the continuing Directors may
continue to act in every matter; provided, however, that if the number of
continuing Directors is less than the minimum number provided for pursuant to
Article 45.1 hereof, and unless the vacancy or vacancies is filled by the Board
pursuant to Article 45.3.3, they may only act for the convening of a General
Meeting for the purpose of electing Director(s) to fill any or all vacancies.

49.    COMPENSATION OF DIRECTORS

49.1.  Directors who do not hold other positions in the Company and who are not
       external Directors shall not receive any compensation from the Company,
       unless such compensation and its amount are approved by the General
       Meeting, subject to applicable Law.

49.2.  The compensation of the Directors may be fixed, as an all-inclusive
       payment or as payment for participation in meetings or as any combination
       thereof.

49.3.  The Company may reimburse expenses incurred by a Director in connection
       with the performance of his duties as a Director, to the extent provided
       in a resolution of the Board.

50.    PERSONAL INTEREST OF A DIRECTOR

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

51.    COMMITTEES OF THE BOARD OF DIRECTORS

51.1.  Subject to the provisions of the Companies Law, the Board may delegate
       its authorities or any part of them to committees, as it deems
       appropriate, and it may from time to time cancel the delegation of any
       such authority. Any such committee, while utilizing an authority as
       stated, is obligated to fulfill all of the instructions given to it from
       time to time by the Board. The Board may adopt a charter, or guidelines,
       for any such committee and amend the same from time to time.

51.2.  Subject to the provisions of the Companies Law, the rules of the Nasdaq
       National Market or any other exchange on which the Company's securities
       are or may become quoted or listed, each committee of the Board shall
       consist of at least two (2) Directors, of which at least one shall be an
       external Director; provided that the audit committee shall consist of at
       least three (3) Directors, and all of the external Directors of the
       Company shall be members of it.

51.3.  The provisions of these Articles with respect to meetings of the Board
       shall apply, mutatis mutandis, to the meetings and discussions of each
       committee of the Board, provided that no other terms are set by the Board
       in this matter, and provided that the lawful quorum for the meetings of
       the committee, as stated, shall be at least a majority of the members of
       the committee, unless otherwise required by Law.

51.4.  The Board of Directors may delegate the authority to determine
       compensation of Office Holders ("Nosei Misra") or other employees of the
       Company, with the exception of compensation of Directors, to a committee
       of the Board; provided that the committee may only authorize compensation
       if the grant of such compensation is not an extraordinary transaction
       ("Iska Hariga"), as such term is defined in Section 1 of the Companies
       Law.

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52.    CHAIRMAN OF THE BOARD

52.1.  Appointment

       52.1.1.  The Board shall choose one of its members to serve as the
                Chairman of the Board. Unless otherwise provided in the
                appointing resolution, the Chairman of the Board shall be
                appointed at each first meeting of the Board held after the
                General Meeting in which Directors were appointed to the
                Company.

       52.1.2.  In the event that the Chairman of the Board ceases to serve as a
                Director in the Company, the Board, in its first meeting held
                thereafter, shall appoint one of its members to serve as a new
                Chairman who will serve in his position for the term set in the
                appointment resolution, and if no period is set, until the
                appointment of a new Chairman, as provided in this Article.

       52.1.3.  In the event that the Chairman of the Board is absent from a
                meeting of the Board within fifteen (15) minutes of the time
                fixed for the meeting, or if he is unwilling to preside at the
                meeting, the Board shall appoint one of the Directors present to
                preside at the meeting.

       52.1.4.  The Board may, by a majority vote, remove at any time the
                current Chairman and elect a new Chairman in accordance with
                Article 52.1.1.

52.2. Authority

       52.2.1.  The Chairman of the Board shall preside over meetings of the
                Board and shall sign the minutes of the meetings.

       52.2.2.  In the event of deadlock vote, the Chairman of the Board shall
                not have an additional or casting vote.

       52.2.3.  The Chairman of the Board is entitled, at all times, at his
                initiative or pursuant to a resolution of the Board, to require
                reports from the General Manager in matters pertaining to the
                business affairs of the Company.

       52.2.4.  The Chairman of the Board shall not serve as the General Manager
                of the Company, unless he is appointed in accordance with the
                provisions of the Companies Law.

       52.2.5.  The Chairman of the Board shall not serve as a member of the
                audit committee.

53.    VALIDITY OF ACTS DESPITE DEFECTS

Subject to the provisions of the Companies Law, all acts done bona fide at any
meeting of the Board, or of a committee of the Board, 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 was no such defect or
disqualification.

                                     MINUTES

54.    MINUTES

54.1.  Minutes of each General Meeting and of each meeting of the Board shall be
       recorded and duly entered in books provided for that purpose. Such
       minutes shall set forth all resolutions adopted at the meeting and, with
       respect to minutes of Board meetings, the names of the persons present at
       the meeting.

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54.2.  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.

                                OFFICERS; AUDITOR

55.    THE GENERAL MANAGER

55.1.  The Board shall appoint a General Manager, and may appoint more than one
       General Manager. Subject to Article 52.2.4, the General Manager may be a
       Director. Such appointment(s) as General Manager may be either for a
       fixed term or without any limitation of time, and the Board 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.

55.2.  The Authority of the General Manager

       55.2.1.  The General Manager is responsible for the day-to-day management
                of the affairs of the Company within the framework of the
                policies set by the Board and subject to its instructions.

       55.2.2.  The General Manager shall have all managerial and operational
                authorities which were not conferred by Law or pursuant to these
                Articles to any other organ of the Company, and he shall be
                under the supervision of the Board.

       55.2.3.  In the event the Board appoints more than one General Manager,
                the Board may determine the respective positions and functions
                of the General Managers and allocate their authorities as the
                Board may deem appropriate.

       55.2.4.  The Board may assume the authority granted to the General
                Manager, either with respect to a certain issue or for a certain
                period of time.

       55.2.5.  In the event that the General Manager is unable to exercise his
                authority, the Board may exercise such authority in his stead,
                or authorize another to exercise such authority.

       55.2.6.  The General Manager, with the approval of the Board, may
                delegate to his subordinates any of his authority.

56.    INTERNAL CONTROLLER

56.1.  The Board shall appoint an internal controller to the Company in
       accordance with the proposal of the audit committee and with the
       provisions of the Companies Law. The internal controller shall report to
       the Chairman of the Board, the General Manager and the Chairman of the
       audit committee, all to the extent required by Law.

56.2.  The internal controller shall file with the Board a proposal for an
       annual or other periodic work plan, which shall be approved by the Board,
       subject to any changes it deems appropriate.

57.    OTHER OFFICERS OF THE COMPANY

The Board may appoint, in addition to the General Manager and the internal
controller, other officers, define their positions and authorities, and set
their compensation and terms of employment. The Board may authorize the General
Manager to exercise any or all of its authorities stated in this Article.

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58.    THE AUDITOR

58.1.  The Shareholders at the Annual Meeting shall appoint an auditor for a
       period until the close of the following Annual Meeting or for a period
       not to extend beyond the close of the third Annual Meeting following the
       Annual Meeting in which he was appointed. Subject to the provisions of
       the Companies Law, the General Meeting is entitled at any time to
       terminate the service of the auditor.

58.2.  The Board shall fix the compensation of the auditor of the Company for
       his auditing activities, and shall also fix the compensation of the
       auditor for additional services, if any, which are not auditing
       activities, and, in each case, shall report thereon to the Annual
       Meeting.

                                  DISTRIBUTIONS

59.    GENERAL

 The Company may effect a distribution to its Shareholders to the extent
permitted by the Companies Law. Except as permitted by the Companies Law or
Companies Regulations, distributions shall not be made except from the profits
of the Company legally available therefor.

60.    DIVIDEND AND BONUS SHARES

60.1.  Right to Dividend or Bonus Shares

       60.1.1.  A Shareholder shall be entitled to receive dividends or bonus
                shares, upon the resolution of the Board of Directors, provided
                in each case the distribution is permitted in accordance with
                the provisions of the Companies Law and consistent with the
                rights attached to the shares held by such Shareholder.

       60.1.2.  The Shareholders entitled to receive dividends or bonus shares
                shall be those who are registered in the Shareholder Register on
                the date of the resolution approving the distribution or
                allotment, or on such later date, as may be determined in such
                resolution.

60.2.  [Reserved]

60.3.  Specific Dividend

       Upon the recommendation of the Board approved by a resolution of the
       General Meeting adopted by an Ordinary Majority, a dividend may be paid,
       in whole or in part, by the distribution of specific assets of the
       Company or by distribution of paid up shares, debentures or other
       securities of the Company or of any other companies, or in any
       combination thereof.

60.4.  Deductions from Dividends

       The Board may deduct from any distribution or other moneys payable to any
       Shareholder 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 debt permitted to be
       setoff in accordance with applicable law.

60.5.  Retention of Dividends

       60.5.1.  The Board may retain any dividend, bonus shares 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.

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       60.5.2.  The Board may retain any dividend, bonus shares or other moneys
                payable or property distributable in respect of a share in
                respect of which any person is, under Article 20.4, entitled to
                become a Shareholder, or which any person is, under said
                Articles, entitled to transfer, until such person shall become a
                Shareholder in respect of such share or shall transfer the same.

60.6.  Mechanics of Payment

       Any dividend or other moneys payable in cash in respect of a share may be
       paid by check sent by registered mail 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 as a result
       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 direct in writing. Every such check 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 by the banker upon whom it is drawn shall be a good
       discharge to the Company. Every such check shall be sent at the risk of
       the person entitled to the money represented thereby.

60.7.  An Unclaimed Dividend

       All unclaimed dividends or other moneys payable in respect of a share may
       be invested or otherwise made use of by the Board for the benefit of the
       Company until claimed. The payment by the Board 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 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.

60.8.  Receipt from a Joint Holder

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

60.9.  Manner of Capitalization of Profits and the Distribution of Bonus Shares

       Upon the recommendation of the Board approved by a resolution of the
       General Meeting adopted by an Ordinary Majority, the Company 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 distribution, or representing
       premiums received on the issuance of shares and standing to the credit of
       the share premium account, to be capitalized and distributed as capital
       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 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 other
       securities 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 other securities, and may cause such distribution
       or payment to be accepted by such Shareholders in full satisfaction of
       their interest in such capitalized sum.

60.10. The Board may settle, as it deems fit, any difficulty arising with regard
       to the distribution of bonus shares, distributions referred to in
       Articles 60.3 and 60.9 hereof or otherwise, and in particular, to issue
       certificates for fractions of shares and sell such fractions of shares in
       order to pay their consideration to those entitled thereto, to set the
       value for the distribution of certain assets and to determine that cash
       payments shall be paid to the Shareholders on the basis of such value, or
       that fractions whose value is less than NIS 0.01 shall not be taken into
       account. The Board may pay cash or convey these certain assets to a
       trustee in favor of those people who are entitled to a dividend or to a
       capitalized fund, as the Board shall deem appropriate.

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60.11. The provisions of this chapter shall also apply to the distribution of
       Securities.

61.    ACQUISITION OF SHARES

61.1.  The Company is entitled to acquire or to finance an acquisition, directly
       or indirectly, of shares of the Company or securities convertible or
       exercisable into shares of the Company, including incurring an obligation
       to take any of these actions, subject to the fulfillment of the
       conditions of a permitted distribution under the Companies Law. In the
       event that the Company so acquired any of its shares, any such share
       shall become a dormant share, and shall not confer any rights, so long as
       it held by the Company.

61.2.  A subsidiary or another company controlled by the Company is entitled to
       acquire or finance an acquisition, directly or indirectly, of shares of
       the Company or securities convertible or exercisable into shares of the
       Company, or incur an obligation with respect thereto, to the same extent
       that the Company may make a distribution, subject to the terms of, and in
       accordance with the Companies Law. In the event a subsidiary or such
       controlled company so acquired any of the Company's shares, any such
       share shall not confer any voting rights, so long as it is held by such
       subsidiary or controlled company.

            INSURANCE, INDEMNIFICATION AND RELEASE OF OFFICE HOLDERS

62.    DEFINITION

For purposes of Articles 63, 64 and 65 below, the term "Office Holder" shall
have the meaning ascribed to such term in the Companies Law.

63.    INSURANCE OF OFFICE HOLDERS

63.1.  The Company may, to the extent permitted by the Companies Law including
       the receipt of all approvals as required therein or under applicable law,
       enter into a contract for the insurance of the liability of an Office
       Holder of the Company, in respect of a liability imposed on him as a
       result of an act done by him in his capacity as an Office Holder of the
       Company, in any of the following:

       63.1.1.  a breach of his duty of care to the Company or to another
                person;

       63.1.2.  a breach of his duty of loyalty to the Company, provided that
                the Office Holder acted in good faith and had reasonable grounds
                to assume that such act would not harm the Company;

       63.1.3.  a financial liability imposed on him in favor of another person.

64.    INDEMNIFICATION OF OFFICE HOLDERS

64.1.  The Company may, to the extent permitted by the Companies Law including
       the receipt of all approvals as required therein or under applicable law,
       indemnify an Office Holder of the Company for liability or expense he
       incurs as a result of an act done by him in his capacity as an Office
       Holder of the Company, as follows:

       64.1.1.  a financial liability imposed on him in favor of another person
                by a court judgment, including a settlement judgment or an
                arbitrator's award approved by a court;

       64.1.2.  reasonable litigation expenses, including attorneys' fees,
                expended by an Office Holder or charged to him by a court, in a
                proceeding filed against him by the Company or on its behalf or
                by another person, or in a criminal charge from which he was
                acquitted, or in a criminal charge of which he was convicted of
                a crime which does not require a finding of criminal intent.

64.2.  The Company may indemnify an Office Holder of the Company pursuant to
       this Article 64 retrospectively, and may also undertake in advance to
       indemnify an Office Holder of the Company, provided the undertaking

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       is limited to events of a kind which the Board believes can be
       anticipated at the time of such undertaking, and in an amount that the
       Board determines is reasonable under the circumstances.

65.    RELEASE OF OFFICE HOLDERS

The Company may, to the extent permitted by the Companies Law, release an Office
Holder of the Company, in advance, from his liability, in whole or in part, for
damages resulting from the breach of his duty of care to the Company.

66.    GENERAL

The provisions of Articles 63, 64 and 65 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 and/or release
from liability 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, or in connection with any Office Holder
to the extent that such insurance and/or indemnification and/or release from
liability is permitted under the Law.

                                   LIQUIDATION

67.    LIQUIDATION

67.1.  Subject to the provision of applicable Law, in the event that the Company
       is liquidated, whether voluntarily or otherwise, the liquidator, with the
       approval of a General Meeting, may make a distribution in kind to the
       Shareholders of all or part of the property of the Company, and he may,
       with the approval of the General Meeting, deposit any part of the
       property of the Company with trustees in favor of the Shareholders, as
       the liquidator with the aforementioned approval, deems appropriate.
67.2.  Subject to applicable Law and to the rights of shares with special rights
       upon liquidation, the assets of the Company available for distribution
       among the Shareholders shall be distributed to them in proportion to the
       amount paid or credited as paid on the par value of their respective
       holdings of the shares in respect of which such distribution is being
       made.

                                    ACCOUNTS

68.    BOOKS OF ACCOUNT

The Board 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 may deem appropriate, and they shall always
be open to inspection by all Directors. No Shareholder, 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 or by a
resolution of the General Meeting adopted by an Ordinary Majority.

69.    AUDIT

Without derogating from the requirements of any applicable Law, at least once in
every fiscal year the accounts of the Company shall be audited and the accuracy
of the profit and loss account and balance sheet certified by one or more duly
qualified auditors.

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                       RIGHTS OF SIGNATURE, STAMP AND SEAL

70.    RIGHTS OF SIGNATURE, STAMP AND SEAL

70.1.  The Board 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.

70.2.  The Company shall have at least one official stamp.

70.3.  The Board may provide for a seal. If the Board so provides, it shall also
       provide for the safe custody thereof. Such seal shall not be used except
       by the authority of the Board 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

71.    NOTICES

71.1.  Any written notice or other document may be served by the Company upon
       any Shareholder either personally or by sending it by prepaid registered
       mail (airmail if sent to a place outside Israel) addressed to such
       Shareholder at his address as described in the Shareholder Register 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 corporate secretary or the General Manager of the Company
       at the principal office of the Company or by sending it by prepaid
       registered mail (airmail if posted outside Israel) to the Company at its
       registered office. Any such notice or other document shall be deemed to
       have been served 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 days or seven days, as the case may be,
       after it has been posted, or when actually tendered in person, to such
       Shareholder (or to the corporate secretary or the General Manager),
       provided, however, that notice may be sent by facsimile or other
       electronic means and confirmed by registered mail as aforesaid, and such
       notice shall be deemed to have been given on the first Business Day
       (other than Sunday) after such facsimile or other electronic
       communication has been sent or when actually received by such Shareholder
       (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 71.1. Unless otherwise provided in these Articles, the provisions
       of this Article 71.1 shall also apply to written notices permitted or
       required to be given by the Company to any Director or by any Director to
       the Company.

71.2.  All notices to be given to the Shareholders shall, with respect to any
       share held by persons jointly, be given to whichever of such persons is
       named first in the Shareholder Register, and any notice so given shall be
       sufficient notice to the holders of such share.

71.3.  Any Shareholder whose address is not described in the Shareholder
       Register, 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.

71.4.  Any Shareholder and any Director may waive his right to receive notices
       generally or during a specific time period and he may consent that a
       General Meeting of the Company or a meeting of the Board, as the case may
       be, shall be convened and held notwithstanding the fact that he did not
       receive a notice with respect thereto, or notwithstanding the fact that
       the notice was not received by him within the required time, in each case
       subject to the provisions of any Law prohibiting any such waiver or
       consent.

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