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Exhibit 1.2

# THE COMPANIES LAW

A COMPANY LIMITED BY
SHARES

ARTICLES OF ASSOCIATION 
OF

# CERAGON NETWORKS LTD.

As
of August 25, 2005

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# GENERAL PROVISIONS

|1. | Object
and Purpose of the Company
|-- | ---------------------------------

(a)       
          The object of the Company is to engage, directly or indirectly, in any lawful
          undertaking or business whatsoever, including without limitation, as set forth
          in the Companys Memorandum of Association.

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

|2. | Limitation
of Liability
|-- | -----------------------

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

|3. | Interpretation
|-- | --------------

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



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(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
(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 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.

|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 a
          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 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.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

- 2 -

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| | (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;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

- 3 -

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| | (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 signatures of two Directors, or of any other person or persons
          authorized thereto by the Board of Directors.

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

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

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

|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.

|10A. | Authority
to pay Underwriters Fees & Commissions
|---- | -------------------------------------------------

Subject
to the provisions of the Companies Law the Company is authorized to pay underwriters
fees and commissions.

- 4 -

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|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 members in respect of any sum unpaid in respect of shares held by such
          members which is not, by the terms of allotment thereof or otherwise, payable at
          a fixed time, and each member 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 member(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 member(s), revoke such call in whole
          or in part, extend such time, or alter such person and/or place. In the event of
          a call payable in installments, only one notice thereof need be given.

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

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

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

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

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|13. | Prepayment
|--- | ----------

With
the approval of the Board of Directors, any member 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 member 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 member, 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 member whose shares have been forfeited or surrendered shall cease to be a
          member 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 member in question (but not yet
          due) in respect of all shares owned by such member, solely or jointly with
          another, and in respect of any other matter or transaction whatsoever.

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

|15. | Lien
|--- | ----

(a)       
          Except to the extent the same may be waived or subordinated in writing, the
          Company shall have a first and paramount lien upon all the shares registered in
          the name of each member (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
          member, 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 member (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 member, 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.

- 7 -

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

# TRANSMISSION OF SHARES

|21. | Decedents Shares
|--- | -----------------

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

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

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|22. | Receivers
and Liquidators
|--- | -------------------------

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

(b)       
          The receiver or liquidator of a corporate member in winding-up or dissolution,
          or the receiver or trustee in bankruptcy of any member, 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
          member 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 required to publish notice of a General Meeting twenty one (21) days prior to a
General Meeting under Section 69(b) of the Companies Law. The accidental omission to give
notice of a meeting to any Member or the non receipt of notice by one of the members shall
not invalidate the proceedings at any meeting.

# PROCEEDINGS AT GENERAL
MEETINGS

|26. | Quorum
|--- | ------

(a)       
          Two or more members (not in default in payment of any sum referred to in
          Article 32(a) hereof), present in person or by proxy and holding shares
          conferring in the aggregate thirty-three point three percent (33.3 %) 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.

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(b)       
          If within an hour from the time appointed for the meeting a quorum is not
          present, the meeting, if convened upon requisition under Sections 63(b)(1)
          or (2), 64 or 65 of the Companies Law, shall be dissolved, but in any other case
          it shall stand adjourned to the same day in the next week, at the same time and
          place, or to such day and at such time and place as the Chairman may determine
          with the consent of the holders of a majority of the voting power represented at
          the meeting in person or by proxy and voting on the question of adjournment. No
          business shall be transacted at any adjourned meeting except business which
          might lawfully have been transacted at the meeting as originally called. At such
          adjourned meeting, any two (2) members (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 members present shall choose someone of their number to
be Chairman. The office of Chairman shall not, by itself, entitle the holder thereof to
vote at any General Meeting nor shall it entitle such holder to a second or casting vote
(without derogating, however, from the rights of such Chairman to vote as a shareholder or
proxy of a shareholder if, in fact, he is also a shareholder or such proxy).

|28. | Adoption
of Resolutions at General Meetings
|--- | -------------------------------------------

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

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

(c)       
          Every question submitted to a General Meeting shall be decided by a show of
          hands, but if a written ballot is demanded by any member 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 member 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.

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(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 members of the Company then entitled to attend and
vote at General Meetings or to which all such members 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 member 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 member 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).

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

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

# PROXIES

|33. | Instrument
of Appointment
|--- | -------------------------

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

| | "I _____________________ of _____________________
         (Name of Shareholder)            (Address
of Shareholder)
| | --------------------------------------------------------------------------------------------------------------------

| | being a member of _____________________ hereby appoint
                                   (Name of the Company)
| | ---------------------------------------------------------------------------------------------------------------

| | _____________________ of _____________________
          (Name of Proxy)                      (Address of Proxy)
| | ----------------------------------------------------------------------------------------------------------------

| | as
my proxy to vote for me and on my behalf at the  General  Meeting of the  Company to be
held on          the _____ day of ___________, 19__ and at any adjournment(s) thereof.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Signed this ______ day of ____________, 19__.

| | _________________________
(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).

- 12 -

---

---



(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 twenty four (24) hours (or not
          less than forty eight (48) hours with respect to a meeting to be held outside of
          Israel) before the time fixed for the meeting at which the person named in the
          instrument proposes to vote.

|34. | Effect
of Death of Appointor or Revocation of Appointment
|--- | ---------------------------------------------------------

A vote
cast pursuant to an instrument appointing a proxy shall be valid notwithstanding the
previous death of the appointing member (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 member, 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.

- 13 -

---

---



(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.

- 14 -

---

---



(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 up to 9 directors but no less than 5 directors unless
otherwise determined by Shareholder Resolution of the Company.

|39. | Election
and Removal of Directors
|--- | ---------------------------------

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

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

(c)       
          The Directors (other than the external directors) shall be divided into two
          classes: Class I and Class II. Each Director (other than the external
          directors), when and however elected, shall be designated as a member of a
          certain class of Directors.

(d)       
          Each Director (other than a Director elected to fill a vacancy in accordance
          with Article 41) shall serve for a term ending on the date of the third Annual
          General Meeting following the General Meeting at which such Director was
          elected; provided, that each initial Director in Class I shall serve for a term
          ending on the date of the Annual General Meeting in 2005, and each initial
          Director in Class II shall serve for a term ending on the date of the Annual
          General Meeting in 2006; and provided, further, that the term of each Director
          shall be subject to the election and qualification of his successor in the event
          of his earlier death, resignation or removal.

(e)       
          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,
          and each Director shall serve, subject to Article 42 hereof, and according to
          the provisions of this Article 39. The shareholders shall be entitled to remove
          any Director(s) (other than external directors) from office all subject to
          applicable law.

- 15 -

---

---



|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, except for reimbursement of
expenses incurred in relation to travelling to board meetings, and except for grant of
options to the Companys shares.

|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.

- 16 -

---

---



|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, and 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.

- 17 -

---

---



|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, 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 signed by the chairman of the
          meeting or by the chairman of the next succeeding meeting, shall constitute
          prima facia evidence of the matters recorded therein.

- 18 -

---

---



# 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 final dividend in
respect of any fiscal period shall be proposed by the Board of Directors and shall be
payable only after the same has been approved by a Shareholders Resolution of the
Company, but no such resolution shall provide for the payment of an amount exceeding that
proposed by the Board of Directors for the payment of such dividend. The Board of
Directors shall determine the time for payment of such dividends, and the record date for
determining the shareholders entitled thereto.

|53. | [Deleted]
|--- | ---------

|54. | Amount
Payable by Way of Dividends
|--- | ----------------------------------

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

|55. | Interest
|--- | --------

No
dividend shall carry interest as against the Company.

|56. | Payment
in Specie
|--- | -----------------

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

|57. | Capitalization
of Profits, Reserves etc.
|--- | ----------------------------------------

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

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

- 19 -

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(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.

- 20 -

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---



|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.

- 21 -

---

---



# 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
          member 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 member at his
          address as described in the Register of Members or such other address as he may
          have designated in writing for the receipt of notices and other documents. Any
          written notice or other document may be served by any member 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 days or seven days, as the case may be, after it has been posted; (ii)
          in the case of overnight air courier, on the third business day following the
          day sent, with receipt confirmed by the courier, or when actually received by
          the addressee if sooner than three 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 member (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. 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).

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

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

(d)       
          Notwithstanding anything to the contrary herein: notice by the Company of a
          General Meeting which is published in two 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 member 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 daily newspaper in the United States [or in one international wire
service] 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;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

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

(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.

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# WINDING UP

|71. | Winding
Up
|--- | ----------

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

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

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