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                                                                     EXHIBIT 1.1

                         [AMENDED AND RESTATED VERSION]

12.7.01

                             THE COMPANIES ORDINANCE
                            COMPANY LIMITED BY SHARES

                            MEMORANDUM OF ASSOCIATION

                                       Of

                             TIOGA TECHNOLOGIES LTD.

1.   The name of the Company is: Tioga Technologies Ltd.

2.   The objects for which the Company is established are:

     (a)   (i)  To engage in the activity or business of developing,
                manufacturing, producing, processing, vending, purchasing,
                licensing (as licensor or licensee), leasing (as lessor or
                lessee), importing, exporting, supplying, distributing, acting
                as agent for or dealer in, or otherwise handling or dealing in
                any products, materials, goods, wares, merchandise and movable
                property of every kind and description, and to engage in the
                activity or business of furnishing, supplying, buying, selling,
                promoting, leasing (as lessor or lessee), licensing (as licensor
                or licensee), importing, exporting, distributing, acting as
                agent for or dealer in, or otherwise handling or dealing in, any
                service.

           (ii) To acquire, create, form, operate, encourage or otherwise
                promote or manage any kind of enterprise.

     (b)   To engage, directly or indirectly, in any lawful undertaking or
           business whatsoever, mercantile, manufacturing or otherwise, in which
           it is lawful for a company to engage, or in which it would be lawful
           for an individual to engage, and to have and exercise all powers
           conferred by the State of Israel on companies organized for profit
           under the companies laws of the State of Israel.

     (c)   To hold lands generally, purchase, take on lease or exchange or
           acquire with or without consideration any rights or interests in
           land, buildings, structures or plantations of any type or description
           whatsoever, to erect, construct, improve, repair, furnish, enlarge,
           alter or demolish any building or structure, sell, lease, exchange,
           mortgage or otherwise dispose of, with or without consideration, and
           generally to deal in lands, buildings, structures and plantations
           upon such terms and conditions as the Company may deem fit.

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     (d)   To form, promote, organize and assist or aid in forming, promoting or
           organizing of companies, syndicates or partnerships of all kinds for
           the purpose of acquiring and undertaking any property and liabilities
           of the Company and of advancing, directly or indirectly, the
           attainment of any of the objects thereof, or for any other purpose
           which the Company may think expedient, and to take or otherwise
           acquire, hold and dispose of shares, debentures and other securities
           in or of any such company and to subsidize or otherwise assist any
           such company.

     (e)   To apply for, obtain, acquire, hold maintain, exploit and sell and
           transfer permits, licenses, leases and other rights and interests of
           any kind which entitle, permit or enable the Company to engage in any
           business or activity which the Company is authorized to engage in.

     (f)   To carry on the business of owners, managers and operators of hotels,
           rest houses and recreation houses, cafes, pension houses, clubs,
           restaurants and bars.

     (g)   To apply for, purchase or otherwise acquire and obtain, whether in
           Israel or abroad, any patents, patent rights, brevets d'Invention,
           licenses, protections and concessions and any rights of use or
           exploitation thereof thereunder (hereinafter collectively referred to
           as "patent rights") which, in the opinion of the Company, may appear
           likely to be advantageous to the company and to protect, prolong and
           renew the same, and also to use patent rights, to work in accordance
           therewith, to exploit and derive any benefit from the same, to enter
           into agreements and do all acts regarding the use or exploitation or
           derivation of any benefit whatsoever from patent rights, and to sell
           or otherwise transfer patent rights, and to grant licenses and
           privileges in respect of the same.

     (h)   To enter into any arrangements with the State of Israel, or with any
           other state or with any government or authority, whether supreme,
           municipal, local or otherwise, which may seem conducive to the
           Company's objects or any of them and to obtain from any such state,
           government or authority any concessions, grants, rights or privileges
           whatsoever as the Company may think fit or which seem to the Company
           capable of being turned to account, and to comply with, work,
           develop, carry out, exercise and turn to account any such
           arrangements, concessions, grants, rights or privileges.

     (i)   To enter into any partnership or arrangement in the nature of a
           partnership, cooperation or union of interests with any company or
           person engaged or interested or about to become engaged or interested
           in the establishment, carrying on or conduct of any business or
           enterprise which the Company is authorized to establish, carry on or
           conduct, or from which the Company would or might derive any benefit,
           whether direct or indirect, and to subsidize or aid any company or
           person whatsoever.

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     (j)   To borrow and raise monies and secure the repayment thereof in the
           manner and on the terms as the Company may deem advisable, and
           particularly by the issue of debentures, debenture stock, bonds,
           obligations, mortgages and securities of all kinds and for that
           purpose to mortgage and charge in any manner whatsoever the Company's
           property, in whole or in part, present and future, whether movable or
           immovable, including its uncalled capital and any specific property
           and any of the rights of the Company.

     (k)   To lend monies and to grant credits to any person in such manner and
           upon such conditions as the Company may deem expedient and to receive
           from those to whom the Company shall lend monies or grant credit or
           for whom the Company shall give guarantees, all such securities as
           the Company may deem fit, including debentures, debenture stocks,
           bonds, obligations, mortgages on immovables and movable property and
           other pledges and charges, including floating charges, and to sell,
           transfer, assign, surrender, release or discharge all such securities
           on such terms and conditions as the Company may deem fit.

     (l)   To guarantee for any other person the payment of monies and the
           performance of agreements, contracts and undertakings and to secure
           the performance of the guarantee by securities (as hereinbefore
           specified) and to redeem, discharge and pay off all such securities.

     (m)   To participate in the establishment, formation, management of
           businesses, concerns or transactions of any industrial enterprise and
           to participate in the supervision or control thereof and for such
           purpose to act as directors or sole director and to appoint managers,
           accountants or experts or attorneys and to remunerate them for their
           work.

     (n)   To engage in the management of or consulting to businesses,
           transactions and ventures, whether commercial or otherwise, connected
           with the business of the Company or incidental thereto.

     (o)   To undertake and engage in the business of agents and representatives
           and to receive monies, securities, assets and chattels of any kind
           for transfer, safeguarding or dealing as the Company will deem
           conducive to its principal objects, either with or without
           consideration and in any manner whatsoever.

     (p)   To establish any trust for the issue, with preferred, deferred or
           other rights, of stock and securities or certificates or other
           documents based on or representing shares, stock or other assets
           allocated for the objects of any such trust, and to determine,
           arrange and, if the Company shall think fit, to undertake and to
           execute any such trust, and to issue, hold or transfer to others any
           stock, securities and certificates or other documents conferring
           preferred, deferred or other rights as aforesaid.

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     (q)   To act as trustee by virtue of any document creating or securing
           debentures, debenture stock, obligations or other securities and to
           undertake and execute any trust duties and to undertake to perform
           the duties of directors, receivers, treasurers, custodians and trust
           company and to act in any such capacity.

     (r)   To undertake and perform the duties of trusteeships, the
           implementation of which may be desirable, whether for reward or
           otherwise.

     (s)   To appoint any company or person as trustees for the holding of
           securities for the Company and for the protection of its interests.

     (t)   To hold on behalf of others any property which the Company is
           entitled to acquire.

     (u)   In connection with the principal objects of the Company or in
           relation thereto, to purchase or otherwise acquire and undertake
           whether as a going concern or otherwise, any business of any person
           or company or any property, assets, goodwill, rights and liabilities
           of the proprietors of that business, whether connected with or
           incidental to such business.

     (v)   To amalgamate or merge with any company and to do all acts and things
           (whether by the formation of companies or otherwise) required or
           conducive to the amalgamation or merger of the activities of any
           companies, concerns, firms or industries of all kinds, and to
           establish concerns for the sale of their products.

     (w)   To engage in the exploration and the exploitation of natural
           resources, including minerals, underground strata, subsea water,
           seas, lakes, rivers, brooks, wells, springs, pools, whether stagnant
           or running.

     (x)   To deal in metals, salts, acids, alkalines and other chemicals, basic
           or compound, rubber, precious stones and pearls, electricity,
           electrical works, radio, leather, paper, glass, wood, stone,
           minerals, building materials of all kinds and raw materials of all
           kinds.

     (y)   To deal in and grow plants, wild, cultivated and others, fruits and
           vegetables, animals of all descriptions, and in all kinds of food
           stuffs.

     (z)   To carry on commercial and industrial agencies of all branches and
           kinds.

     (aa)  To carry on the business of transportation of any kind by land, sea
           and air.

     (bb)  To engage in industry and manufacture, build, erect, extend, improve,
           maintain and supervise, control and manage factories and workshops,
           laboratories and installations and to engage in research and
           experiments for the advancement of science and to deal in products of
           any kind.

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     (cc)  To build, construct, erect, expand, improve, develop, supervise or
           maintain stores, garages, workshops, works for the supply of light
           and heat, water works, shops, hotels, clubs, places of worship,
           reading rooms, restaurants, baths, bathing beaches, places of
           entertainment, parks, dwelling houses and other buildings and all
           constructions and other conveniences which the Company may think
           useful or necessary.

     (dd)  To engage in all scientific, technical and other research and
           experiments, including such research and experiment for the purpose
           of improving or seeking to improve any inventions and patent rights
           which the Company shall be entitled to, or shall acquire or propose
           to acquire.

     (ee)  To sell or otherwise liquidate the property or any investment of the
           Company.

     (ff)  To insure the Company, its property, installations, undertakings,
           business and operations, in whole or in part, against all damage,
           loss, risk or liability.

     (gg)  To provide for the welfare of employees or ex-employees of the
           Company and of their wives, families, relatives or dependents by
           building or contributing to the building of houses or flats or by
           grant of pensions, allowances, bonus or other payments or by
           creating, subscribing or contributing to provident funds,
           associations, institutions, funds or trusts or by establishing or
           subscribing or contributing towards places of instruction or rest,
           hospitals, dispensaries or by giving medical or other attendance or
           in any other manner as the Company shall think fit.

     (hh)  To invest and deal with the monies of the Company not immediately
           required for the business of the Company in such manner as the
           Company may from time to time determine.

     (ii)  To sell, lease, mortgage, abandon or otherwise transfer the Company's
           undertaking, in whole or in part, for such consideration as the
           Company may deem fit, and in particular in consideration for shares,
           debentures or securities of any company having objects wholly or
           partly similar to those of the Company.

     (jj)  To distribute among its members in specie or kind the property or
           assets of the Company in whole or in part, or any proceeds of sale or
           disposal of any property or assets of the Company, but so that no
           distribution amounting to a reduction of capital shall be made except
           with the sanction required by law.

     (kk)  To cause and procure the registration or recognition of the Company
           in, or under the laws of, any country or place in the world, to
           obtain and cause the enacting of any law, enactment, ordinance or
           administrative or judicial order or otherwise in Israel or any other
           country or place in the world in order to enable the Company to
           attain its objects and to take all such steps as may be necessary for
           the grant to the Company of rights and privileges in any part of the
           world.

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     (ll)  To engage in investment, subscription for purchase, purchase
           (including purchase by exchange) and holding of shares, stock,
           debentures, debenture stock, obligations, bonds and any securities
           issued or prepared in Israel or abroad by any Company, whether
           established in Israel or abroad and whether it engages in business in
           Israel or not, and to do the same by preliminary subscription for
           purchase, participation in syndicates, offer, purchase, exchange or
           otherwise, to guarantee subscription for purchase as aforesaid, to
           utilize and pursue all rights and powers conferred by virtue of the
           ownership thereof or incidental thereto and to purchase or otherwise
           acquire any hold shares, debentures, obligations, bonds or securities
           of any other kind, issued in Israel or abroad.

     (mm)  To acquire in any manner movables or all kinds of rights or
           concessions which the Company may deem beneficial or advantageous for
           the objects of its business or for any other object and to sell,
           charge, give on lease or otherwise transfer such property and rights.

     (nn)  To do in Israel as well as in any country or place in the world all
           acts and things which the Company is entitled - by virtue of law or
           of this Memorandum of Association to do in Israel, and to do all or
           any of the above acts or things as may appear to the Company
           conductive, useful or incidental to the attainment of the objects set
           out in this Memorandum either as principal, agent, trustee,
           contractor or otherwise and either alone or in conjunction with
           others.

     (oo)  In connection with the objects of the Company to enter into all
           contracts and agreements and to sign all deeds, documents and
           instruments.

And it is hereby agreed that in this Memorandum of Association the following
expressions shall have the following meanings:

"Person" includes, save where this expression relates to this Company, any
company, co-operative society, partnership, any other corporation, body politic
or public or other juristic person or body of person whether incorporated or
unincorporated.

"To deal in" - "to carry on the business of" - "to engage in" - "to do" - "to
act" - include to deal in and to do by way of promoting, founding, establishing,
holding, carrying on, assisting, managing, developing, improving, advancing,
producing, renewing, dealing in, quarrying, mining, pumping, producing,
exploring, owning, taking on lease, giving on lease, hiring, letting,
purchasing, selling, exchanging, participating, partitioning, encumbering,
accepting encumbrances, accepting rights or benefits, granting rights or
benefits, trading, supplying, marketing, carrying, importing, acting as
commission agents and in any other way whatsoever.

"Property" - includes immovables and movables, rights, interests and privileges
of any kind whatsoever, choses in possession or in action, permits, licenses,
leases and concessions whether in existence or future, goodwill and the right to
use the same.

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     AND it is hereby agreed and declared that, save where otherwise expressly
     provided, each of the objects and powers set out in each of the paragraphs
     of this Clause, expressly or impliedly, is an independent main object and
     shall in no ways be limited or restricted by reference to or inference from
     any of the other paragraphs of this Clause or the name of the Company.

3.   The liability of the members is limited.

4.   The share capital of the Company is five million New Israeli Shekels (NIS
     5,000,000) divided into fifty million (50,000,000) ordinary shares of
     nominal value of ten Agorot (NIS 0.10) each.

The rights and classes of the shares shall be set out in the Articles of
Association of the Company as in force from time to time.

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

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                                   SUBSCRIBERS

1.   G.L.E. Trust Services Ltd. - 99 Ordinary Shares
     2 Ibn Gvirol St., Tel Aviv 64077 Israel
     Trust Company

     By: /s/ Yehuda M. Levy, Authorized Signatory
     Witness to signature:  /s/ Noam Peskin

2.   G.L.E. Trust Assets Ltd. - 1 Ordinary Share
     2 Ibn Gvirol St., Tel Aviv 64077 Israel
     Trust Company

     By: /s/ Yehuda M. Levy, Authorized Signatory
     Witness to signature:  /s/ Noam Peskin

December 12, 1999

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