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                                                                     EXHIBIT 1.3

            AMENDMENT TO AMENDED AND RESTATED ARTICLE OF ASSOCIATION

New Article 67 shell read as follows:

INDEMNITY AND INSURANCE

67.  INDEMNITY AND INSURANCE

     a)   Subject to the provisions of the Companies Law, the Company may enter
          into a contract for the insurance of the Liability, in whole or i
          part, of any of its Office Holders with respect to: (i) a breach of
          his duty of care to the Company or to another person; (ii) a breach of
          his fiduciary duty to the Company, provided that the Office Holder
          acted in good faith and had reasonable cause to assume that his act
          would not prejudice the interests of the Company; or (iii) a financial
          liability imposed upon him in favor of another person in respect of an
          act or omission performed by him in his capacity as an Office Holder
          of the Company.

     b)   The Company may indemnify an Office Holder to the fullest extent
          permitted by law. Without derogating from the aforesaid, the Company
          may indemnify retroactively or prospectively an Office Holder against:
          (i) a financial liability he incurs or is imposed on him in favor of
          another person by any judgment, including a settlement or an
          arbitrator's award approved by a court in respect of an act performed
          in his capacity as an Office Holder of the Company, and (ii)
          reasonable litigation expenses, including attorneys' fees incurred by
          such Office Holder or charged to him by a court, in proceedings
          instituted against him by the Company or on its behalf or by another
          person, or in a criminal charge, from which he was acquitted or in a
          criminal charge in which he was convicted for an offense that does not
          require the proof of criminal intent, all in respect of an act
          performed in his capacity as an Office Holder of the Company, and
          (iii) reasonable litigation expenses, including attorneys' fees,
          incurred by such Office Holder, due to an investigation or proceeding
          conducted against him by an authority authorized to conduct such
          investigation or proceeding, and which was ended without filing an
          indictment against him and without the imposition of a financial
          liability as a substitute for a criminal proceeding, or that was ended
          without filing an indictment against him but for which he was subject
          to a financial liability as a substitute for a criminal proceeding
          relating to an offense which does not require criminal intent, within
          the meaning of the relevant terms in the Companies Law; and (iv)
          liabilities, obligations and expenses in respect of which the Company
          may be legally permitted to indemnify under the Companies Law.

     c)   A prospective undertaking to indemnify an Office Holder for
          liabilities under article 67(b)(i), shall be restricted to events that
          in the opinion of the Board of Directors are foreseen in light of the
          actual Company's activities at the time that the commitment is made
          ("DETERMINING EVENTS") and shall be limited to an amount or criteria
          that the Board of Directors deems reasonable, in view of the
          circumstances. The undertaking to indemnify shall specify such events,
          sum or criteria. Such indemnification may include any other liability
          or event permitted by any applicable law.
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          The aggregate indemnification amount paid under Article 67(b)(1) shall
          not exceed an amount equal to the sum of (i) all the insurance
          proceeds for the Determining Events received by the Company from time
          to time within the scope of any directors' and officers' liability
          insurance and (ii) an amount equal to 25% (twenty five percent) of the
          shareholders' equity of the Company as set forth in the Company's most
          recent consolidated financial statements prior to the date of the
          actual payment of the indemnification by the Company.

     d)   Subject to the Companies law - the Company may indemnify any employee
          of the Company who is not an Office Holder of the Company, from any
          liability or expense imposed on such an employee in his capacity as an
          employee of the Company, while defending from any litigation, whether
          criminal or civil, that resulted, accordingly, by an acquittal or a
          judgment in the employee's favor.

     e)   The company may commit to indemnify such an employee, including in
          advance, for any financial liability imposed on such an employee in
          favor of another person in respect of an act performed bona fide in
          his capacity as an employee of the Company.

     f)   Subject to the Companies Law, these Articles of Association shall not
          limit the Company in any way from entering into a contract for the
          insurance, or the granting of exemptions or indemnification (i) in
          connection with an Office Holder in the Company or any person
          designated by the Company to serve as a director in another company in
          which the Company has any interest or holds shares, directly or
          indirectly ("a Director In Another Company"), to the extent that the
          insurance, exemption or indemnification are not forbidden by any
          applicable law, and (ii) in connection with whoever is not an Office
          Holder in the Company or a Director In Another Company, including but
          not limited to, employees, contractors and consultants.
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