THE COMPANIES
LAW







A COMPANY LIMITED BY
SHARES






ARTICLES
OF ASSOCIATION




OF




RADCOM
LTD.




____________________









GENERAL
PROVISIONS









1.           Object and Purpose of the
Company




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




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




2.           Limitation of
Liability




The liability of the shareholders is
limited to the payment of the nominal value of the shares in the Company
allotted to them and which remains unpaid, and only to that
amount.  If the Company’s share capital shall   include
at any time shares without a nominal value, the shareholders’ liability in
respect of such shares shall be limited to the payment of up to NIS 0.05 for
each such share allotted to them and which remains unpaid, and only to that
amount.









3.           Interpretation




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




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




3A           Amendment




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




SHARE
CAPITAL




4.           Share
Capital




The share capital of the Company is two
million New Israeli Shekel (NIS 2,000,000) divided into nine million nine
hundred ninety seven thousand six hundred and seventy (9,997,670) Ordinary
Shares, par value NIS 0.20 each, and two thousand three hundred and thirty
(2,330) Deferred Shares, par value NIS 0.20 each. The Ordinary Shares confer
upon their holders the rights described n these Articles. Notwithstanding any
other provision of these Articles, the Deferred Shares confer upon their holders
no rights other than the right to their par value upon liquidation of the
Company.




5.           Increase of Share
Capital




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









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




6.           Special Rights;
Modifications of Rights




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




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




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




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




7.
            Consolidation,
      Subdivision, Cancellation and Reduction of Share
      Capital




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




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




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









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




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




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




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




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




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




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




SHARES




8.           Issuance of Share
Certificates; Replacement of Lost Certificates




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









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




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




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




(e)           The
Company may issue bearer shares.




9.           Registered
Holder




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




10.           Allotment of
Shares




The unissued shares from time to time
shall be under the control of the Board of Directors, who shall have the power
to allot shares or otherwise dispose of them to such persons, on such terms and
conditions (including inter alia terms relating to calls as set forth in
Article 12(f) hereof), and either at par or at a premium, or, subject to
the provisions of the Companies Law, at a discount, and at such times, as the
Board of Directors may think fit, and the power to give to any person the option
to acquire from the Company any shares, either at par or at a premium, or,
subject as aforesaid, at a discount, during such time and for such consideration
as the Board of Directors may think fit.




11.           Payment in
Installments




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









12.           Calls on
Shares




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




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




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




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




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




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




13.           Prepayment




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










14.           Forfeiture and
Surrender




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




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




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




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




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




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




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









15.           Lien




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




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




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




16.           Sale after Forfeiture or
Surrender or in Enforcement of Lien




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




17.           Redeemable
Shares




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




18.           [reserved]












TRANSFER
OF SHARES




19.           Effectiveness and
Registration




No transfer of shares shall be
registered unless a proper instrument of transfer (in form
and   substance satisfactory to the Board of Directors) has been
submitted to the Company or its agent, together with any share certificate(s)
and such other evidence of title as the Board of Directors may reasonably
require.  Until the transferee has been registered in the Register of
Members in respect of the shares so transferred, the Company may continue to
regard the transferor as the owner thereof.  The Board of Directors,
may, from time to time, prescribe a fee for the registration of a
transfer.




20.           Record Date for General
Meetings




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




TRANSMISSION
OF SHARES




21.           Decedents'
Shares




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




(b)
            21(b)
      have been effectively invoked.









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




22.           Receivers and
Liquidators




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




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




GENERAL
MEETINGS




23.           Annual General
Meeting




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




24.           Extraordinary General
Meetings




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









25.           Notice of General
Meetings




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




PROCEEDINGS
AT GENERAL MEETINGS




26.           Quorum




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




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




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




27.           Chairman




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









28.           Adoption of Resolutions at
General Meetings




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




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




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




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




29.           Resolutions in
Writing




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




30.           Power to
Adjourn




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









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




31.           Voting
Power




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




32.           Voting
Rights




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




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




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




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









PROXIES




33.           Instrument of
Appointment




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




"I
      _____________________ of
  __________________________________




(Name of
Shareholder)                        (Address
of Shareholder)




being
      a member of ___________________________ hereby
  appoint




(Name of
the Company)




________________________of
      _____________________________




(Name of
Proxy)                                                 (Address
of Proxy)




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






Signed
      this ______ day of ____________,
20__.






_________________________


(Signature of Appointer)"







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




(b)           The
instrument appointing a proxy (and the power of attorney or other authority, if
any, under which such instrument has been signed) shall either be delivered to
the Company (at its Registered Office, or at its principal place of business or
at the offices of its registrar and/or transfer agent or at such place as the
Board of Directors may specify) not less than two (2) hours (or not less than
twenty-four (24) hours with respect to a meeting to be held outside of Israel)
before the time fixed for the meeting which the person named in the instrument
proposes to vote.




34.           Effect of Death of Appointor
or Revocation of Appointment




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









BOARD
OF DIRECTORS




35.           Powers of Board of
Directors




(a)           In
General




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




(b)           Borrowing
Power




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




(c)           Reserves




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









36.           Exercise of Powers of
Directors




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




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




(c)           A
resolution in writing signed by all Directors then in office and lawfully
entitled to vote thereon (as conclusively determined by the Chairman of the
Audit Committee  ["Va'adat Bikoret"], and in the absence of such
determination - by the Chairman of the Board of Directors) or to which all
such Directors have given their consent (by letter, telegram, telex, facsimile
[telecopier] or otherwise), or their oral consent by telephone (provided that a
written summary thereof has been approved and signed by the Chairman of the
Board of Directors of the Company) shall be deemed to have been unanimously
adopted by a meeting of the Board of Directors duly convened and
held.




37.           Delegation of
Powers




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




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




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









38.           Number of
Directors




The Board of Directors shall consist of
such number of Directors (not less than three (3) nor more than nine (9)) as may
be determined by Shareholder Resolution of the Company.




39.           Election and Removal of
Directors




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




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




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




40.           Qualification of
Directors




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




41.           Continuing Directors in the
Event of Vacancies




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









42.           Vacation of
Office




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




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




43.           Remuneration of
Directors




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




44.           Conflict of
Interests




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




45.           Alternate
Directors




(a)           A
Director may, by written notice to the Company, appoint a natural person who is
not a Director as an alternate for himself (in these Articles referred to as
"Alternate Director"), remove such Alternate Director and appoint another
Alternate Director in place of any Alternate Director appointed by him whose
office has been vacated for any reason whatsoever.  Unless the
appointing Director, by the instrument appointing an Alternate Director or by
written notice to the Company, limits such appointment to a specified period of
time or restricts it to a specified meeting or action of the Board of Directors,
or otherwise restricts its scope, the appointment shall be for an indefinite
period, but will expire upon the expiration of the appointing Director’s term,
and shall be for all purposes.









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




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




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




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




PROCEEDINGS
OF THE BOARD OF DIRECTORS




46.           Meetings




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




(b)           Any
Director may at any time, and the Secretary, upon the request of such Director,
shall, convene a meeting of the Board of Directors, but not less than four (4)
days' notice (oral or written) shall be given of any meeting so
convened.  The failure to give notice to a Director in the manner
required hereby may be waived by such Director.




47.           Quorum




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









48.           Chairman of the Board of
Directors




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




49.           Validity of Acts Despite
Defects




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




GENERAL
MANAGER




50.           General
Manager




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









MINUTES




51.           Minutes




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




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




DIVIDENDS




52.           Declaration and Payment of
Dividends




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




53.           [Reserved]




54.           Amount Payable by Way of
Dividends




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




55.           Interest




No dividend shall carry interest as
against the Company.









56.           Payment in
Specie




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




57.           Capitalization of Profits,
Reserves etc.




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




(a)           may
cause any moneys, investments, or other assets forming part of the undivided
profits of the Company, standing to the credit of a reserve fund, or to the
credit of a reserve fund for the redemption of capital, or in the hands of the
Company and available for dividends, or representing premiums received on the
issuance of shares and standing to the credit of the share premium account, to
be capitalized and distributed among such of the shareholders as would be
entitled to receive the same if distributed by way of dividend and in the same
proportion, on the footing that they become entitled thereto as capital, or may
cause any part of such capitalized fund to be applied on behalf of such
shareholders in paying up in full, either at par or at such premium as the
resolution may provide, any unissued shares or debentures or debenture stock of
the Company which shall be distributed accordingly, in payment, in full or in
part, of the uncalled liability on any issued shares or debentures or debenture
stock; and




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




58.           Implementation of Powers
under Articles 56 and 57




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




59.           Deductions from
Dividends




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









60.           Retention of
Dividends




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




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




61.           Unclaimed
Dividends




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




62.           Mechanics of
Payment




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




63.           Receipt from a Joint
Holder




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












ACCOUNTS




64.           Books of
Account




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




65.           Audit




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




66.           Auditors




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




BRANCH
REGISTERS




67.           Branch
Registers




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









RIGHTS
OF SIGNATURE, STAMP AND SEAL




68.           Rights of Signature, Stamp
and Seal




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




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




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





NOTICES




69.           Notices




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









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




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




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




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




INSURANCE
AND INDEMNITY




70.           Exculpation, Indemnity and
Insurance




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




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




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




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









(ii)           reasonable
litigation expenses, including attorneys' fees, expended by the OfficeHolder as
a result of an investigation or proceeding instituted against him by a competent
authority, provided that such investigation or proceeding concluded without the
filing of an indictment against him and either (A) concluded without the
imposition of any financial liability in lieu of criminal proceedings or (B)
concluded with the imposition of a financial liability in lieu of criminal
proceedings but relates to a criminal offense that does not require proof of
criminal intent; and




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




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




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




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




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




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




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









WINDING
UP




71.           Winding
Up




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




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