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EXHIBIT
1.2

THE
COMPANIES LAW, 1999

A
PUBLIC COMPANY LIMITED BY SHARES

ARTICLES
OF ASSOCIATION 
OF 
CRYSTAL SYSTEMS SOLUTIONS LTD.



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|         |                                                  |                                                              
|-------- | ------------------------------------------------ | -------------------------------------------------------------
|Contents
|         |                                                  |                                                              
|Part A:  | Definitions
  and Interpretation                
|         | 1.                                               | Definitions                                                  
|         | 2.                                               | Interpretation                                               
|Part B:  | The
  Company, its Objects and the Share Capital
|         | 3.                                               | The Company and its
  Objects                                
|         | 4.                                               | Limited Liability                                            
|         | 5.                                               | Share Capital                                                
|         | 6.                                               | Changes in the Share
  Capital                               
|         | 7.                                               | Rights attached to the
  Shares and Issuance of Shares       
|         | 8.                                               | Shareholders                                                 
|Part C:  | The
  Shares                                    
|         | 9.                                               | Share Certificates                                           
|         | 10.                                              | Transfer of Shares                                           
|         | 11.                                              | Decedents Shares                                            
|         | 12.                                              | Receivers and Liquidators                                    
|Part D:  | General
  Meetings                              
|         | 13.                                              | Annual a General Meeting                                     
|         | 14.                                              | Special Meeting                                              
|         | 15.                                              | Record Date                                                  
|         | 16.                                              | Convening the Meeting                                        
|         | 17.                                              | Proceedings at General
  Meetings                            
|         | 18.                                              | Voting                                                       
|         | 19.                                              | Voting by Proxy                                              
|         | 20.                                              | Powers of the General
  Meeting                              
|Part E:  | The Board
  of Directors                        
|         | 21.                                              | Appointment and Dismissal
  of Directors                     
|         | 22.                                              | Alternate Director                                           
|         | 23.                                              | Corporate Representative                                     
|         | 24.                                              | Chairman of the Board of
  Directors                         
|         | 25.                                              | Convening and Conduct of
  Meetings of the Board of Directors
|         | 26.                                              | Notice of Meetings of the
  Board of Directors               
|         | 27.                                              | Authorities of the Board
  of Directors                      
|         | 28.                                              | Remuneration of Directors                                    
|         | 29.                                              | Committees of the Board of
  Directors                       
|Part F:  | The
  General Manager and Other Officers        
|         | 30.                                              | The General Manager                                          
|         | 31.                                              | Secretary and Officers                                       
|         | 32.                                              | Personal Interest in
  Transactions of the Company           
|         | 33.                                              | Insurance, Release and
  Indemnification of Officers         
|         | 34.                                              | Signature Rights                                             
|Part G:  | Minutes,
  Registers and Books of Accounts      
|         | 35.                                              | Minutes                                                      
|         | 36.                                              | Books and Registers of the
  Company                         
|Part H:  | Audit                                            |                                                              
|         | 37.                                              | Auditor                                                      
|         | 38.                                              | Internal Auditor                                             
|Part I:  | Reserves,
  Distributions and Bonus Shares      
|         | 39.                                              | Reserves                                                     
|         | 40.                                              | Distribution of Dividends
  and Bonus Shares                 
|         | 41.                                              | Buy-Back                                                     
|Part J:  | Notices                                          |                                                              
|         | 42.                                              | Notices                                                      



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THE
COMPANIES LAW, 1999

A
PUBLIC COMPANY LIMITED BY SHARES

ARTICLES
OF ASSOCIATION 
OF 
CRYSTAL SYSTEMS SOLUTIONS LTD.

PART
A: DEFINITIONS AND INTERPRETATION

|   |                                                                                                                                                     
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------
|1. | Definitions                                                                                                                                         
|   |                                                                                                                                                     
|   | In these Articles, the following terms shall have
  the meaning appearing opposite them, unless another interpretation is
  expressly stated herein:

|                                  |                                                                                                                                                                                                                                                                                                                                                                                                      
|--------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Alternate Director              | As defined in Part E below;                                                                                                                                                                                                                                                                                                                                                                          
|                                  |                                                                                                                                                                                                                                                                                                                                                                                                      
|Articles or these Articles    | These Articles of Association, as amended from time
  to time by the  General Meeting;                                                                                                                                                                                                                                                                                                               
|                                  |                                                                                                                                                                                                                                                                                                                                                                                                      
|Board or Board of
  Directors | The Board of Directors of the Company elected or
  properly appointed in accordance with the provisions of these
  Articles; any committee of the Board of Directors to the extent that any of
  the authorities of the Board of Directors are delegated to it; any person
  authorized by the Board of Directors, to the extent so authorized, for the
  purposes of any matter or class of matters;
|                                  |                                                                                                                                                                                                                                                                                                                                                                                                      
|business day                    | A day on which customer services are provided by a
  majority of the commercial banks in Israel;                                                                                                                                                                                                                                                                                                     
|                                  |                                                                                                                                                                                                                                                                                                                                                                                                      
|Companies Law                   | The Companies Law, 5759  1999, as amended from time
  to time, or any other law which shall replace it, and any regulations
  promulgated thereunder;                                                                                                                                                                                                                                               
|                                  |                                                                                                                                                                                                                                                                                                                                                                                                      
|Companies Ordinance             | The Companies Ordinance [New Version] 5743  1983,
  as amended from time to time, or any other law which shall replace it  and any regulations promulgated
  thereunder;                                                                                                                                                                                                                            
|                                  |                                                                                                                                                                                                                                                                                                                                                                                                      
|Company                         | Crystal Systems Solutions Ltd.;                                                                                                                                                                                                                                                                                                                                                                      
|                                  |                                                                                                                                                                                                                                                                                                                                                                                                      
|Corporate
  Representative      | As defined in Part E below;                                                                                                                                                                                                                                                                                                                                                                          

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|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Extraordinary Transaction                | A transaction which is not in the ordinary course of
  business of the Company; a transaction which is not on market
  terms or a transaction liable to have a material affect on the profitability
  of the Company, its assets or its liabilities; an arrangement between the
  Company and an Officer regarding the terms of his office and engagement,
  including the grant of a release from liability, insurance, and an
  undertaking to indemnify or an indemnity according to the indemnity permit;
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|General Manager                          | The person holding this title and any person having
  the authority of a General Manager, whatever his title;                                                                                                                                                                                                                                                                                                                                                                                                
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Memorandum                               | The Memorandum of Association of the Company as
  amended from time to time;                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Office or the Offices of the
  Company | The registered office of the Company at the relevant
  time;                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|OfficerRegister                        | An Office Holder, as such term is defined in the
  Companies Law; The shareholders register together with any
  additional shareholders register that the Company may maintain outside
  Israel;                                                                                                                                                                                                                                                                                                             
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|security                                 | Share, debenture, capital note, security,
  certificate or right entitling membership or participation in the Company or
  a claim from it (if issued in series), a certificate or right entitling the
  holder to acquire a security of the Company, in each case whether the
  security is in name form or bearer form including a debenture or option
  convertible into shares;                                                                                                                          
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|simple majority                          | A majority of those present and voting at a General
  Meeting or meeting of the Board of Directors. The vote of any person present
  at a meeting as aforesaid who does not vote or abstains from voting with
  respect to any matter on the agenda shall not be included in the number of
  votes cast;                                                                                                                                                                                                     
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|transaction                              | A contract or an agreement or a unilateral decision
  to bestow a right or some other benefit;                                                                                                                                                                                                                                                                                                                                                                                                               
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Year or Month                          | According to the Gregorian calendar;                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

|   |                |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | -------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | Interpretation
|   |               
|   | 2.1            | Subject to the provisions of Article 1 above, and
  unless the context expressly requires some other interpretation, the terms
  defined in the Companies Law or in the Companies Ordinance, as the case may
  be, shall bear the same meaning in these Articles; words in the singular
  shall include the plural and, vice versa; masculine terms shall include the feminine
  gender, and words indicating individuals shall include corporations.

2

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| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2.2 | Any Article in these Articles which provides for an
  arrangement which differs in whole or in part from any provision in the
  Companies Law, the Companies Ordinance or any other provisions of any law,
  which can be stipulated against, amended or added to, in whole or with regard
  to specific matters or within specific limitations, in accordance with any
  law, shall be considered a stipulation against the provision of the Companies
  Law or Companies Ordinance, as the case may be, even if the actual
  stipulation is not specified in the said Article, and even if it is expressly
  stated in the Article (in whatever form) that the effectiveness of the
  Article is subject to the provisions of any law.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | 2.3 | In the event of a contradiction between any Article
  and the provisions of any law that may not be stipulated against, amended or
  added to, the provisions of the said law shall prevail, provided that nothing
  thereby shall nullify or impair the effectiveness of these Articles or any
  other Article therein.                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | 2.4 | In interpreting any Article or examining its
  effectiveness, the interpretation shall be given to that Article which is
  most likely to achieve its purpose as appearing therefrom or as appearing
  from the other Articles included within these Articles.                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

|   |                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | ------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | PART B: THE COMPANY, ITS OBJECTS AND THE SHARE CAPITAL                                                             
|   |                                                                                                                    
|3. | The Company and its
  Objects                                                                                      
|   |                                                                                                                    
|   | 3.1                                                                                                                 | The Company is a public Company.                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                             
|   | 3.2                                                                                                                 | The objects of the Company shall be as specified in
  the Memorandum.                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                             
|   | 3.3                                                                                                                 | The Company may contribute reasonable amounts for
  any suitable purpose or categories of purpose even if such contributions do
  not fall within business considerations of the Company. The Board of
  Directors may determine the amounts of the contributions, the purpose or
  category of purposes for which the contribution is to be made, and the
  identity of the recipients of any contribution.
|   |                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                             
|   | 3.4                                                                                                                 | The Company may at any time undertake any kind of
  business activity which is permitted to the Company under the terms of these
  Articles, expressly or by implication, and may refrain from these activities,
  whether or not the Company has commenced that kind of business activity, all
  in the absolute discretion of the Board of Directors.                                                     
|   |                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                             
|4. | Limited Liability                                                                                                  
|   |                                                                                                                    
|   | The liability of the shareholders of the Company for
  the indebtedness of the Company shall be limited as follows:
|   |                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                             
|   | 4.1                                                                                                                 | If the shares of the Company have a nominal value,
  the liability of each shareholder for the indebtedness of the Company is
  limited to payment of the nominal value of the shares of that shareholder.                                                                                                                                                                                                  

3

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|   |                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | 4.2                                                                                                                                                                                 | If at any time the Company shall issue shares with
  no nominal value, the liability of the shareholders shall be limited to
  payment of the amount which the shareholders should have paid to the Company
  in the respect of each share according to the conditions of issue.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|5. | Share Capital                                                                                                                                                                      
|   |                                                                                                                                                                                    
|   | The authorized share capital of the Company is NIS
  300,000 (Three hundred thousand New Israeli Shekels) divided into 30,000,000
  ordinary shares of NIS 0.01 nominal value each.
|   |                                                                                                                                                                                    
|6. | Changes in the Share Capital                                                                                                                                                       
|   |                                                                                                                                                                                    
|   | 6.1                                                                                                                                                                                 | The General Meeting of the Company may, from time to
  time, increase the share capital of the Company or change the class of
  authorized shares (whether issued or not), by creating new shares, whether or
  not all of the shares that have been resolved to be issued have in fact been
  issued at such time, and whether or not all of the shares which have been issued
  at such time have been paid in full. Such increase or change in share capital
  shall be in such amount and divided into shares and shall be made subject to
  such terms and conditions and with such rights and preferences as specified
  in the resolution creating the shares, and if no such directions are included
  within the resolution, as the Board of Directors shall determine, and in
  particular, the shares may be issued with preferred or subordinated rights
  (or without rights) to dividends, voting, repayment of capital or with
  respect to any other matters.
|   |                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | 6.2                                                                                                                                                                                 | Unless the resolution authorizing the increase in
  share capital provides otherwise, the new shares shall be issued subject to
  all of the provisions of these Articles which apply to the existing share
  capital of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | 6.3                                                                                                                                                                                 | The General Meeting may, from time to time, cancel
  any of its unissued authorized share capital, unless there is any outstanding
  obligation on the part of the Company, including a conditional obligation, to
  issue the shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | 6.4                                                                                                                                                                                 | Subject to the provisions of any law and the
  provisions of these Articles, the Company shall be entitled, from time to
  time, to cancel any issued share capital.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|7. | Rights attached to the Shares and Issuance of Shares                                                                                                                               
|   |                                                                                                                                                                                    
|   | 7.1                                                                                                                                                                                 | Unless these Articles provide otherwise, all of the
  shares shall carry equal rights for all purposes, and each share shall vest
  in the holder thereof:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | The right to receive an invitation to and to
  participate in each General Meeting of the Company, annual or special, and
  the right to one vote in respect of each share that he holds in every vote at
  each General Meeting of the Company in which he participates (whether in
  person or by proxy, including through a written ballot), provided that the
  share is owned by the shareholder on the record date specified in the
  resolution to convene the General Meeting;

4

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| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | The right to receive dividends (if and to the extent
  distributed), the right to receive bonus shares (if and to the extent
  distributed), in each case in accordance with the nominal value of the shares
  (without taking into account any premium paid in connection with such shares)
  that the holder holds in relation to the total nominal value of the shares
  outstanding, all on the date upon which it is resolved to distribute the
  dividend or bonus shares or other distribution (as the case may be) or at
  such later date as shall be provided in the resolution in question and in
  accordance with the number of shares the holder holds on the said date;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | The right to participate in the distribution of any
  surplus assets of the Company upon liquidation in accordance with the nominal
  value of each share in relation to the total nominal value of the shares
  outstanding.                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     | The provisions of these Articles with respect to
  General Meetings shall apply to all meetings of any class of shareholders,
  mutatis mutandis.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    
| | 7.2 | The unissued shares forming part of the authorized
  share capital of the Company shall at all times be under the control of the
  Board of Directors.  Without prejudice
  to any special rights granted to the current shareholders of the Company
  prior to such date, if any, the Company (acting through the Board of
  Directors) may issue shares, whether included within the original capital of
  the Company or as a result of an increase in capital, with rights that are
  superior or inferior to the outstanding shares, or may issue shares which are
  preferred or subordinated with regard to distributions, voting rights, the
  right to repayment of capital or in connection with any other matter, all as
  the Company shall determine from time to time.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | 7.3 | The Company may issue redeemable securities upon
  such terms as the Board of Directors shall determine.  The Board of Directors may attach to
  redeemable securities the attributes of shares, including voting rights and
  the right to participate in profits.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | 7.4 | The Board of Directors may pay brokerage,
  underwriting or agents fees in connection with any issue of securities of the
  Company, in such a manner as the Board of Directors shall determine, and
  subject to the provisions of any law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | 7.5 | In the event of an issuance of shares or other
  securities by the Company, the Company will have no obligation to offer such
  shares or other securities to the Companys shareholders first.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | 7.6 | If at any time the share capital is divided into
  different classes of shares, the General Meeting may, unless the terms of
  issue of that class of shares provide otherwise, amend, convert, expand, add
  to or otherwise alter the rights, preferences, limitations and directions
  relating to those shares (or which do not relate at such time to one of the
  classes), provided that the holders of the class of shares that have been
  issued and whose rights will be affected thereby agree thereto at a meeting
  of the holders of the shares of the said class.                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     | The special rights of the holders of any shares or
  class of shares that have been issued, including shares issued with preferred
  rights or other special rights, shall not be deemed to have been altered or
  impaired as a result of the creation or issue of additional shares of equal
  rank or as a result of the cancellation of authorized share capital of the
  same class which have not yet been issued, unless it is otherwise specified
  in the conditions of issue of those shares.                                                                                                                                                                                                                                                                             

5

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|   |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | ------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |              | The
  consolidation or division of the share capital of the Company shall not be
  deemed to amend the rights attached to the shares which are the subject of
  such consolidation or division.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|8. | Shareholders
|   |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | 8.1          | Unless
  otherwise specified in any law or in these Articles, the Company shall be
  entitled to treat the registered holder of any share, including a shareholder
  registered as holding a share on trust, as the absolute owner, and
  accordingly shall not, except as ordered by a court of competent
  jurisdiction, or as required under any law, be bound to recognize any
  equitable or other claim to, or interest in, such share of any other person.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | 8.2          | The Company
  will be entitled, in accordance with its absolute discretion, to transfer and
  to pay any amount (in any manner of payment that it selects), any asset of
  any sort, including bonus shares, to shareholders of the Company whose shares
  are not registered in their name in the Register, by executing such transfer
  to a Registration Company or to members of the stock exchange on which the
  shares of the Company are traded or to a trustee that the Company shall
  appoint for such matter. As long as the Company has acted based upon
  information that appears to have been provided to the Company by the shareholders
  thereof (including information provided by a Registration Company or a member
  of the stock exchange), the Company shall not be responsible for any unpaid
  amount or any asset that was not transferred to such shareholder, and the
  Company shall be deemed as if it has paid the said amounts and transferred
  the said assets, as the case may be, in full, on the date such amounts or
  assets were transferred to such Registration Company, member of the stock
  exchange or trustee.
|   |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | 8.3          | The Board of
  Directors of the Company may, from time to time, settle procedures in
  connection with determining the identity of shareholders and in connection
  with the manner in which any right, benefit, asset or amount should be
  transferred to or distributed among them, including, without limitation, with
  respect to the distribution of dividends or bonus shares, and with respect to
  the grant of any right, asset or other benefit to the shareholders of the
  Company in their capacity as such. Any amounts, bonus shares, rights or
  property of any kind that are transferred to a shareholder (including to his
  agent, attorney or to any other person that the shareholder directs) whose
  identity has been authenticated in accordance with the procedures as
  aforesaid shall be deemed settlement in full and release of the indebtedness
  of the Company towards any person claiming a right to such payment, transfer,
  distribution or grant of right, as the case maybe.                                                                                                                                        

PART C: THE SHARES

|   |                      |                                                                                                                                                                           | 
|-- | -------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|9. | Share
  Certificates
|   |                      |                                                                                                                                                                           | 
|   | 9.1                  | Share
  certificates shall be signed by two directors of the Company, or by any other
  person authorized by the Board of Directors, alongside the name of the
  Company.

6

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|    |                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--- | -------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | 9.2                  | Each
  shareholder whose name appears in the Register shall be entitled to receive
  one share certificate in respect of the shares registered in his name, or, if
  the Board of Directors so authorizes (and after payment of the amount which
  the Board of Directors shall determine from time to time) a number of share
  certificates, each one in respect of one or more of these shares.  Each share certificate shall indicate the
  name of the shareholder, the number of shares in respect of which it has been
  issued, and any additional information as shall be determined by the Board of
  Directors.
|    |                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | 9.3                  | A certificate
  in respect of a share registered in the names of two or more persons shall be
  delivered to such person as all of the registered shareholders of that share
  shall direct, and in the absence of agreement, to the person whose name
  appears first on the Register from among the names of the joint owners.                                                                                                                                                                                                                                                                                          
|    |                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | 9.4                  | 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.                                                                                                                                                                                                                                                                                                                                                                                              
|    |                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | 9.5                  | The Company
  shall not issue shares other than shares that are paid in full. Shares shall
  be deemed to have been paid in full if the full amount of the nominal value
  and any premium thereon has been paid, in accordance with the terms of issue
  of the shares.                                                                                                                                                                                                                                                                                                                                                  
|    |                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | 9.6                  | The Company
  may issue bearer shares or exchange a bearer certificate for a bearer share
  certificate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10. | Transfer of
  Shares
|    |                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | 10.1                 | A transfer
  of shares shall be effected by way of delivery of a share transfer deed in
  the form set forth below, which shall include all of the details and bear the
  signature of the transferor and the transferee and of the witnesses to their
  signatures.                                                                                                                                                                                                                                                                                                                                                      
|    |                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | 10.2                 | The
  transferor shall be deemed to have remained a shareholder until the name of
  the transferee is registered in the Register in respect of the share that is
  transferred.                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | 10.3                 | The Company
  is entitled to require payment for the registration of a transfer of shares
  in the Register (including registration of a transfer of shares registered in
  the name of a Registration Company to the names of the owner of those shares)
  in such amount as the Board of Directors shall determine from time to time.                                                                                                                                                                                                                                                                                   
|    |                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | 10.4                 | The Board of
  Directors or any other person authorized thereto by the Board of Directors
  for such purpose, is entitled:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                      | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | to refuse to
  recognize a share transfer unless the certificate of the transferred shares
  is being presented, and the transferor provides any additional details
  necessary to prove his or her entitlement to transfer the shares. The share
  transfer deeds that are registered shall remain with the Company.  Any share transfer deed that the Board of
  Directors refuses to register shall be returned to the person delivered it to
  the Company, at his request;
|    |                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                      | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | to refuse to
  recognize any share transfer until receipt of payment in respect of
  registration of the transfer.                                                                                                                                                                                                                                                                                                                                                             

7

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| |      |                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 10.5 | The share
  transfer deed shall be substantially in the form set forth below, or in such
  regular or customary form as shall be approved by the Board of Directors:
| |      |                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |      |                                                                                                                                                                      | The
  undersigned, I.D. Number/Company Number ______________ (hereinafter the
  Transferor) in consideration for the payment of NIS ________ that has been
  paid to me by ___________, whose address is at ________________________,
  (hereinafter the Transferee) hereby transfer to the Transferee ________
  shares of NIS ________ each, numbered from __ until ________ inclusive, in
  Crystal Systems Solutions Ltd., so that the Transferee shall hold the same in
  accordance with the terms upon which the undersigned held the shares
  immediately prior to signature of this deed;
| |      |                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |      |                                                                                                                                                                      | and the
  Transferee, agrees to receive the abovementioned shares upon the
  abovementioned terms.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |      |                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |      |                                                                                                                                                                      | IN WITNESS
  WHEREOF the parties have executed this deed, the ________ day of
  ______________.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

| |  |  |                                          |  |                                          
| |  |  | ---------------------------------------- |  | -----------------------------------------
| |  |  |                                          |  |                                          
| |  |  | Transferor                               |  | Transferee                               
| |  |  |                                          |  |                                          
| |  |  |                                          |  |                                          
| |  |  | Witness to
  the signature of Transferor |  | Witness to
  the signature of Transferee

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|    | 10.6                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | Notwithstanding
  other provisions of these Articles, the Company shall amend the Register by
  order of the court, or if the Board of Directors is satisfied that the legal
  requirements for the assignment or transmission of the right to shares are
  fulfilled.                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
|    | 10.7                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | The provisions
  of this Article shall apply also a transfer of a right to a share held by a
  number of holders jointly, mutatis mutandis.                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
|    | 10.8                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | The Company
  may destroy share transfer deeds seven years after registration of the
  transfer, and share certificates that have been cancelled three years after
  cancellation, and there shall be a presumption that all share transfer deeds
  and certificates that have been destroyed were in full force and that the
  transfers and cancellations and the registrations that were effected based
  thereon were lawfully carried out.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
|11. | Decedents
  Shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
|    | 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, transfer such share.

8

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|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|12.                       | Receivers
  and Liquidators                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                          | 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.  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 deems 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.                                                                                                             
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|PART D  GENERAL MEETINGS
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|13.                       | Annual
  General Meeting                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                          | The Company
  shall hold an Annual General Meeting once every year and no later than
  fifteen months following the last Annual General Meeting held. The Agenda for
  the Annual Meeting shall be determined by the Chairman of the Board of
  Directors in accordance with the instructions of the Board of Directors and
  shall include, inter alia, discussing the Financial Statements, any matter to
  be discussed at such meeting according to these Articles or any law, and any
  other matter that the Board of Directors may determine. To the extent
  required, the agenda may include appointment of directors, appointment of an
  auditor, receipt of report from the Board of Directors regarding the fees of
  the auditor in connection with the audit and any other matter that may
  require the convening of a Special Meeting.                                                                                                                                
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|14.                       | Special
  Meeting                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                          | All General
  Meetings other than Annual General Meetings shall be called Special
  Meetings.  The Board of Directors
  may, whenever it deems fit, and it shall, within 21 days after receiving a
  demand in writing by shareholders or directors, as provided in the Companies
  Law, convene a Special Meeting, at such time and place, as may be determined
  by the Board of Directors.  Any such
  demand must state the purpose for which the meeting is to be convened, be
  signed by the petitioners, and deposited at the Office.                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|15.                       | Record Date                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                          | Notwithstanding
  any provision of these Articles to the contrary, and to allow the Company to
  determine the shareholders entitled to notice of, or to vote at, any General
  Meeting, or to express consent to or dissent from any corporate action in
  writing without a meeting, or entitled to receive payment of any dividend or
  other distribution or allotment of any rights, or entitled to exercise any
  rights in respect of, or to take or be the subject to, any other action, the
  Board of Directors may fix, a record date, which shall not be more than forty
  (40) days (or any longer period permitted under the Companies Law), nor less
  than four (4) days before the date of such meeting or other action. A
  determination of holders of record entitled to notice of or to vote at a
  meeting shall apply to any adjournment of the meeting; provided, however,
  that the Board of Directors may fix a new record date for the adjourned
  meeting.

9

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|    |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                          
|--- | --------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|16. | Convening
  the Meeting          
|    |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                          
|    | 16.1                              | The time and
  place of each General Meeting shall be determined by the Board of Directors
  or by the Chairman thereof.  If no
  location for the convening of the meeting is specified by the Board of
  Directors or by the Chairman of the Board of Directors, the meeting shall
  convene at the Offices of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                          
|    | 16.2                              | The Board of
  Directors may, in its absolute discretion, resolve to enable persons entitled
  to attend a General Meeting to do so by simultaneous attendance and
  participation at the principal meeting place and a satellite meeting place or
  places anywhere in the world and the shareholders present in person, by proxy
  or by written ballot at satellite meeting places shall be counted in the
  quorum for and entitled to vote at the General Meeting in question, and that
  meeting shall be duly constituted and its proceedings valid, provided that
  the Chairman of the General Meeting is satisfied that adequate facilities are
  available throughout the General Meeting to ensure that all shareholders
  attending at the meeting place are able to:       
|    |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                          
|    |                                   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | participate
  in the business for which the meeting has been convened;                                                                                                                                   
|    |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                          
|    |                                   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | hear all
  persons who speak (whether by the use of microphones, loudspeakers
  audio-visual communications equipment or otherwise) at the principal meeting
  place and any satellite meeting place, and
|    |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                          
|    |                                   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | be heard by
  all other persons so present in the same way.                                                                                                                                              
|    |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                          
|    |                                   | The Chairman
  of the General Meeting shall be present at, and the meeting shall be deemed
  to take place at, the principal meeting place.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                          
|    | 16.3                              | Unless
  otherwise expressly directed by a court of competent jurisdiction, the
  provisions of these Articles shall apply, with such changes as required in
  the circumstances, to the convening, conduct and proceedings of a General
  Meeting convened by order of a court of competent jurisdiction and of a
  General Meeting lawfully convened other than by the Board of Directors, and
  to any vote at such meeting.                                                                                                                                                                                                                                                                                                                                                          
|    |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                          
|    | 16.4                              | The Company
  shall not be required to give notice under Section 69(b) of the Companies
  Law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                          
|17. | Proceedings
  at General Meetings
|    |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                          
|    | 17.1                              | No
  discussion shall be commenced at a General Meeting unless a quorum is present
  at the commencement of the meeting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                          
|    |                                   | Other than
  where a different rule is provided in these Articles or by any law or by a
  court of competent jurisdiction, a quorum shall be two or more shareholders
  present in person or by proxy or by written proxy, who hold an aggregate of
  at least 35% (thirty five percent) of the voting rights in the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                          
|    | 17.2                              | If within an
  hour from the time set for the General Meeting no quorum is present, the
  meeting shall automatically be adjourned to the same day and same time one
  week thereafter (unless such day shall fall on a public holiday either in
  Israel or the United States, in which case the General Meeting will be
  adjourned to the first day, not being Friday,
  Saturday or Sunday, which follows such public holiday), at the same place
  fixed for the original meeting (with no need for any notice to the
  shareholders) or until such other later time if such time is specified in the
  original notice convening the General Meeting, or if the Company gives notice
  to the shareholders no less than 72 hours before the date fixed for the
  adjourned meeting.

10

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| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | 17.3 | If at an
  adjourned meeting there is no quorum present half an hour after the time set
  for the meeting, any two shareholders present in person or by proxy, shall
  constitute a quorum.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | 17.4 | Notwithstanding
  any other provision in these Articles, if the convening of a Special Meeting
  is demanded other than by resolution of the Board of Directors of the
  Company, the adjourned meeting shall take place only if there are present at
  least two shareholders holding voting rights in an amount no less than the
  amount required in order to convene the original meeting. If there is no
  quorum as aforesaid at the adjourned meeting, the meeting shall not be
  adjourned to another date and all of the proposed resolutions on the agenda
  shall be deemed to have been rejected by the meeting.                                                                                                                                                                                                                                              
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | 17.5 | The Chairman
  of the Board of Directors of the Company shall act as Chairman of every
  General Meeting of the Company. If there is no Chairman of the Board of
  Directors and the Board of Directors has not determined that another
  individual shall act as Chairman of the meeting as aforesaid, or if the
  proposed Chairman is not present fifteen minutes after the time set for the
  meeting, or if that person does not wish to act as Chairman of the meeting,
  the shareholders present at the meeting shall in person or by their proxies
  elect a shareholder or a proxy present at the meeting to act as Chairman of
  the meeting.                                                                                                                                                                                                                  
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | 17.6 | The Chairman
  of the meeting may, with the consent of a meeting at which a quorum is
  present, postpone the meeting from time to time and from place to place, and
  he must postpone the meeting as aforesaid if the meeting directs him to do
  so. At a resumption of the meeting that has been adjourned as aforesaid, only
  those matters which were on the agenda of the original meeting and the
  discussion of which was not completed or commenced, shall be discussed.
  Notwithstanding anything in these Articles to the contrary, if a meeting is
  adjourned for twenty-one (21) days or more, a notice shall be given of the
  adjourned meeting as in the case of an original meeting. Except as aforesaid,
  no shareholder shall be entitled to receive any notice of an adjournment or
  of the business to be transacted at the adjourned meeting.
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | 17.7 | At any
  General Meeting, a resolution, in respect of any business put to a vote at
  the meeting shall be decided by a poll. Such poll shall be held in the manner
  and at the time and place as the Chairman of the General Meeting directs
  (including the use of ballots or tickets), whether immediately or after an
  interval or postponement, or in any other way, and, subject to the other
  provisions of these Articles and the Companies Law, the results of the poll
  shall be deemed to be a resolution of the General Meeting. The holding of a
  poll shall not prevent the continued business of the General Meeting.                                                                                                                                                                                                                                
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | 17.8 | Unless
  specified otherwise under any law, each resolution of the General Meeting
  (including a resolution with respect to the amendment, alteration or addition
  to these Articles or replacement thereof) shall be carried by a simple
  majority.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

11

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|    |                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- | ----------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | 17.9              | The
  announcement by the Chairman that a resolution has been carried unanimously
  or by a certain majority or has been rejected shall be prima facie evidence
  of that fact. An announcement as aforesaid and a notification to this effect
  that has been recorded in the minute books of the Company shall be prima
  facie evidence of the matter stated therein and there shall be no need to
  prove the number of votes or the proportion of the votes cast in favor or
  against the proposed resolution.                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|18. | Voting           
|    |                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | 18.1              | Each share
  shall entitle the holder thereof to one vote for a share which held by him
  and to which a voting right is attached without regard to the nominal value
  of that share, unless the terms of issue of the share provide otherwise.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | 18.2              | A
  corporation which is a shareholder may authorize an officer in the
  corporation to be its representative at any meeting of the Company. A person
  authorized as aforesaid shall be entitled to use, on behalf of the
  corporation that he represents, the same powers which the corporation itself
  could have used if it was an individual shareholder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | 18.3              | A
  shareholder who is a minor and a shareholder who has been declared legally
  incompetent by a court of competent jurisdiction may vote only through his
  guardian, and the said guardian may vote by proxy.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | 18.4              | In the case
  of joint owners of a share, the vote of the principal joint owner shall be
  accepted by the Company, whether given in person or by proxy, and the vote of
  the remaining joint owners shall not be accepted. For the purpose of this
  Article, the principal joint owner shall be deemed to be the shareholder
  whose name first appears in the Register with respect to the relevant shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|19. | Voting by
  Proxy
|    |                  
|    | 19.1              | A
  shareholder may appoint a proxy to vote in his place and the proxy need not
  be a shareholder in the Company. The appointment of a proxy shall be in
  writing signed by the person making the appointment or by an attorney
  authorized for this purpose, and if the person making the appointment is a
  corporation, by a person or persons authorized to bind the corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | 19.2              | The document
  appointing the proxy to vote (the Appointment) and power of attorney (if
  any) pursuant to which the Appointment has been signed, or a copy thereof
  certified to the satisfaction of the Board of Directors, shall be deposited
  in the Office (or at such other place in Israel or abroad as the Board of
  Directors may direct from time to time) or at the location set for the
  meeting not less than 2 (two) hours (or not less than 24 (twenty four) hours
  with respect to a meeting to be held outside of Israel), before the time of
  the meeting, or shall be delivered by hand to the Chairman at the
  commencement of the meeting, provided that the Chairman of the meeting may
  waive this requirement for any meeting. Any question that may be raised
  concerning the eligibility of an Appointment will be decided by the Chairman
  of the meeting and his decision will be final.
|    |                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | 19.3              | A
  shareholder holding more than one share may appoint more than one proxy,
  subject to the following provisions:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                  

12

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| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | The
  Appointment shall indicate the class and number of shares in respect of which
  it is given;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |      | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | If the
  number of the shares of any class specified in the Appointments that have
  been given by one shareholder exceeds the number of shares of that class held
  by him, all of the Appointments given by that shareholder shall be void;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |      | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | If only one
  proxy is appointed by the shareholder and the Appointment does not indicate
  the number and class of shares in respect of which it is given, the
  Appointment shall be deemed to have been given with respect to all of the
  shares owned by the shareholder at the time for determining the entitlement
  to participate and vote at the meeting (if the Appointment is given for a
  specific meeting) or in respect of all of the shares held by the shareholder
  at the date of depositing the Appointment with the Company or on the date of
  delivery to the Chairman of the meeting, as the case may be. In the event
  that an Appointment is given with respect to a number of shares less than the
  number of shares held by the shareholder, the shareholder shall be deemed to
  have abstained from voting with respect to the remainder of the shares that
  he owns and the Appointment shall be valid with respect to the number of
  shares specified therein.
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | 19.4 | Each
  appointment of a proxy, whether for a specific meeting or otherwise, shall,
  to the extent that the circumstances permit, be substantially in the
  following form:                                                                                                                                                                                                                                                                                                                                                                                                                              
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |      | I, ________ (I.D. Number/Company Number ________) of ____________________, in my capacity
  as shareholder of Crystal Systems Solutions Ltd., hereby appoint________,   (I.D.   Number/Company      Number      ______________)
  of
  ____________________, or in his/her absence, ______________, (I.D.
  Number/Company Number ______________) of ______________, to vote on my behalf
  and in my name with respect to ________ Class __ shares held by me at the
  (annual/special) meeting of the Company that shall be held on the ___ day of
  ________, and at any adjournment of such meeting.
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |      | In witness
  whereof I have signed hereon this ___ day of ________.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

| |                      
| | ---------------------
| |                      
| | Name and
  Signature

| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | 
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | 19.5 | A vote cast
  pursuant to an Appointment appointing a proxy shall be valid notwithstanding
  the death of the person making the Appointment or the cancellation of the
  power of attorney or the transfer of the share in respect of which the vote
  is cast as aforesaid, unless notice in writing of the death, cancellation or
  transfer as aforesaid has been received in the Offices of the Company or by
  the Chairman of the meeting, by the time of the vote.

13

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|    |                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                        
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | 19.6                                                                                                                                                                                                  | Subject to
  the provisions of the Companies Law and any other regulations that may be
  enacted form time to time pursuant thereto, the Board of Directors is
  entitled, from time to time, at its absolute discretion, to determine which
  resolutions may also be approved at the general meeting or any other type of
  meeting (whether applying generally or applying one-time only) by proxy and
  to change the said matters determined by the General Meeting and also to
  determine from time to time any administrative provisions with respect to any
  matter connected with the proxies or position papers.
|    |                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                       | Should the
  Board of Directors formulate procedures and matters as specified above, such
  procedures and matters will be brought to the attention of the shareholders
  such that they will be available for review by the shareholders at any
  reasonable time at the Office or at any other place or in any other manner to
  be determined by the Board of Directors.                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | 19.7                                                                                                                                                                                                  | Subject to
  the provisions of any law, resolutions approved by a General Meeting, at
  which the shareholders are entitled to vote by proxy, will not be invalidated
  if the Company, in error:                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                       | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | did not send
  to the shareholders a proxy, notice of convening the General Meeting or a
  notice regarding the possibility of voting at that General Meeting by way of
  proxy or if it did not send any position paper or any other document to the
  shareholders;                                                                                                                                  
|    |                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                       | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | sent
  documents and notices late or to an incorrect address;                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                       | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | did not
  count the shareholders votes or counted the votes as said but in an incorrect
  or imprecise manner, provided that such counting of votes did not result in a
  change of the resolutions passed at the General Meeting or in the derogation
  of the validity of the General Meeting or of the validity of the passed
  resolution had the votes for such resolution been counted precisely.
|    |                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                       | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | did not act
  in accordance with the provisions of the law or procedures prescribed by the
  Board of Directors with regard to voting by way of proxies and the sending of
  position papers.                                                                                                                                                                                                          
|    |                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                        
|20. | Powers of
the General Meeting                                                                                                                                                                        
|    |                                                                                                                                                                                                      
|    | The
  Companys decisions on the following matters shall be adopted by the General
  Meeting in accordance with the required majority provided by with any law and
  any provision of these Articles:
|    |                                                                                                                                                                                                      
|    | 20.1                                                                                                                                                                                                  | Changes in
  the Articles.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | 20.2                                                                                                                                                                                                  | Changes in
  the Memorandum with respect to the Companys name and its purposes only.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | 20.3                                                                                                                                                                                                  | Appointment
  of the Companys auditor and the termination of his service.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | 20.4                                                                                                                                                                                                  | Appointment
  of directors, including outside directors, and the termination of their
  service, all as provided in these Articles.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

14

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| |      |                                                                                                                                                                               
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 20.5 | The increase
  and reduction of the registered share capital and a change of the rights
  attached to the existing shares, all in accordance with the provisions of any
  law.
| |      |                                                                                                                                                                               
| | 20.6 | A merger, in
  accordance with the provisions of any law.                                                                                                                     
| |      |                                                                                                                                                                               
| | 20.7 | Approval of
  acts and transactions that require the approval of the General Meeting under
  the provisions of any law or of these Articles.                                  
| |      |                                                                                                                                                                               
| | 20.8 | Exercise of
  the powers of the Board of Directors in the events prescribed under the law.                                                                                    

PART E: THE BOARD OF DIRECTORS

|    |                                        |                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | -------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|21. | Appointment and Dismissal of Directors
|    |                                       
|    | 21.1                                   | Until such
  time as the General Meeting decides otherwise, the number of members of the
  Board of Directors shall be not less than three (3) and not more than twelve
  (12).                                                                                                                                                                                                                           
|    |                                        |                                                                                                                                                                                                                                                                                                                                                                                                           
|    | 21.2                                   | The
  directors will be elected by the General Meeting (whether at the Annual
  General Meeting or at a Special Meeting) on the agenda of which will be the
  appointment of directors.                                                                                                                                                                                                                   
|    |                                        |                                                                                                                                                                                                                                                                                                                                                                                                           
|    | 21.3                                   | For as long
  as the Company is required in accordance with any law, to appoint outside
  directors, the Companys General Meeting (whether the Annual General Meeting
  or Special Meeting) shall appoint any number of outside directors, on any
  conditions in a manner prescribed by law.                                                                                                            
|    |                                        |                                                                                                                                                                                                                                                                                                                                                                                                           
|    | 21.4                                   | In addition
  to the directors who are appointed by the General Meeting as aforesaid, the
  Board of Directors of the Company may at its discretion appoint additional
  directors, provided that the number of members of the Board of Directors
  after such appointment shall not exceed the maximum number of directors fixed
  in these Articles.                                                    
|    |                                        |                                                                                                                                                                                                                                                                                                                                                                                                           
|    | 21.5                                   | Subject to
  the provisions of any law regarding the cessation of the service of outside
  directors, the General Meeting is entitled to dismiss a director, including a
  director that was not appointed by the General Meeting, before the completion
  of his service for any reason, provided that the director is given a
  reasonable opportunity to bring his position before the General Meeting.
|    |                                        |                                                                                                                                                                                                                                                                                                                                                                                                           
|    | 21.6                                   | Any
  dismissal, replacement, appointment or re-appointment of a director that was
  appointed by the Board of Directors shall be approved by the majority of
  directors present and voting at a meeting of the Board of Directors, in which
  the agenda includes the appointment.                                                                                                                      
|    |                                        |                                                                                                                                                                                                                                                                                                                                                                                                           
|    | 21.7                                   | An organ
  that is entitled to appoint a director will be entitled to determine the
  commencement of his service that will either be at the time of the
  appointment of that director or at a later time.                                                                                                                                                                                               

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| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                              
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 21.8  | The service
  of a director that was appointed by the General Meeting will cease (if he has
  not been dismissed earlier by the General Meeting, as described above) at the
  end of the first
  Annual General Meeting held after the said date of appointment (without a
  need to give the director an opportunity to present his position).                                                                                                                                                                                                                                                                                                                                                                                                                    
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | 21.9  | Subject to
  the provisions of any law, a director who has ceased to serve as a director
  is eligible to be re-appointed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                              
| | 21.10 | Subject to
  the provisions of any law, the office of a director (including the office of
  an Alternate Director and a Corporate Representative) shall be vacated
  automatically in each of the following events:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                              
| |       | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | upon his
  death;                                                                                                                                                                                                                                                                                                            
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                              
| |       | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | if he is
  declared to be legally incompetent;                                                                                                                                                                                                                                                                               
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                              
| |       | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | if he is
  declared bankrupt, and if the director is a corporation, if a liquidator,
  receiver, special manager or trustee (in each case temporary or permanent) is
  appointed for the corporation or its assets within the context of a creditors
  scheme of arrangement or an order of stay of proceedings;             
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                              
| |       | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | if he
  resigns from office by written notice to the Company, to the Chairman of the
  Board of Directors or to the Board of Directors, in which case the office of
  the director shall be vacated on the date of service of notice or at such
  later date as specified in the notice as the effective date of resignation;
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                              
| |       | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | if his term
  of office was terminated in accordance with the provisions of these Articles;                                                                                                                                                                                                                                  
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                              
| |       | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | if the
  director is convicted in a final judgment of an offence of a nature which
  disqualifies a person from serving as a company director;                                                                                                                                                                               
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                              
| |       | (g)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | if a court
  of a competent jurisdiction decides to terminate his office in a decision or
  judgment for which no stay of enforcement granted.                                                                                                                                                                               
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                              
| | 21.11 | Notwithstanding
  anything stated in these Articles, the appointment of a director, an
  Alternate Director or a Corporate Representative, as the case may be,
  (together the Appointee) shall not come into effect before the Appointee
  has delivered to the Company a notice in writing in which the Appointee
  declares that he is lawfully competent to be appointed as a director of the
  Company and that he agrees to be appointed as a director of the Company. The
  notice shall include the personal details of the appointee required by law.
  The form of the aforesaid notice shall be set down by the Board of Directors
  from time to time and may be in the form of an affidavit prepared and
  authenticated in accordance with the law.
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                              
| | 21.12 | If any
  director is not appointed, or if the appointment of any director does not
  come into effect, or if the office of a director becomes vacant, the
  remaining directors may act in any manner provided that their number does not
  fall below the minimum number specified in these Articles. If the number of
  directors falls below the minimum number as aforesaid, the directors shall
  not be able to act other than in emergencies, or for the purpose of convening
  a General Meeting, or for the purpose of the appointment of additional
  directors by the Board of Directors.                                                                                                                                                               
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                              
| | 21.13 | A
  corporation is fit to act as a director and as an Alternate Director of the
  Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

16

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|    |                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 
|--- | ------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | 
|22. | Alternate
  Director                
|    |                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 
|    | 22.1                                 | A director
  may at any time appoint an alternate (the Alternate Director), who is
  competent to serve as director of the Company.  A person who at that time is serving as a director, an
  Alternate Director of another director or a Corporate Representative may not
  serve as an Alternate Director.  The
  Alternate Director shall have all of the duties, rights and authorities
  (other than the authority to appoint an alternate for himself) which the
  director who appointed him has, provided, however, than an Alternate Director
  shall have no standing in any meeting in which the director who appointed him
  is present.
|    |                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | 22.2                                 | The
  appointment of an Alternate Director and the cancellation thereof shall be by
  a written notice to be delivered by the appointing director to the Company.
  The appointment and cancellation of an appointment shall come into effect on
  the date of delivery of the notice to the Company or at the date specified in
  the notice, whichever is later.                                                                                                                                                                                                                                                                                    
|    |                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | 22.3                                 | A director
  who appoints an Alternate Director may at any time cancel the appointment. In
  addition, the office of an Alternate Director shall be vacated whenever the
  Alternate Director notifies the Company in writing of his resignation, with
  effect from the date of his notice or whenever the director who has appointed
  the Alternate Director ceases to be a director of the Company for whatever
  reason.                                                                                                                                                                                                                         
|    |                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | 22.4                                 | An Alternate
  Director shall alone be responsible for his own acts and defaults, and he
  shall not be deemed the agent of the director who appointed him.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|23. | Corporate
  Representative          
|    |                                     
|    | 23.1                                 | A
  corporation which acts as a director or an Alternate Director shall appoint
  an individual qualified to be appointed as a director of the Company to act
  on its behalf in the Board of Directors (the Corporate Representative).                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | 23.2                                 | The
  appointment of a Corporate Representative and the cancellation thereof shall
  be by a written notice to be delivered by the appointing corporation to the
  Company.  The appointment shall come
  into effect on the date of service of notice to the Company or on the date
  specified in the notice, whichever is later.                                                                                                                                                                                                                                                                                                                   
|    |                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | 23.3                                 | The
  appointing corporation is entitled to the rights and authorities of a
  director only at the time at which the corporation has validly appointed a
  Corporate Representative.                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|24. | Chairman of
  the Board of Directors
|    |                                     
|    | 24.1                                 | The Board of
  Directors may appoint one of the directors (other than an Alternate Director
  or a Corporate Representative) to act as a Chairman of the Board of
  Directors, remove such Chairman from office and appoint another person in his
  place. The Chairman of the Board of Directors shall not have an additional or
  casting vote at meetings of the Board of Directors.                                                                                                                                                                                                                                                               
|    |                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | 24.2                                 | The service
  of the Chairman of the Board of Directors continues even after the convening
  of the General Meeting at which directors are appointed or dismissed and will
  cease upon the occurrence of any of the following events:                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

17

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| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                            
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | the completion
  of the period of service that was determined in the appointment resolution;                                                                                                                                                                                                                               
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                            
| |      | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | where the
  Chairman of the Board of Directors resigns such position by a written notice
  to the Board of Directors.  In such a
  case, his service will cease on the date upon which the notice is delivered
  or on the date prescribed in the notice to be the effective date of the
  resignation, whichever is later.
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                            
| |      | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | the Chairman
  of the Board of Directors ceases to serve as a director for any reason;                                                                                                                                                                                                                                     
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                            
| |      | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | the Chairman
  is dismissed by the Board of Directors.                                                                                                                                                                                                                                                                     
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                            
| | 24.3 | The Chairman
  of the Board of Directors may, from time to time by a written notice to the
  Board of Directors, appoint another director to act as a Deputy Chairman of
  the Board of Directors, to dismiss the Deputy Chairman and to appoint another
  in his place, provided that the tenure of the Deputy Chairman of the Board of
  Directors shall not cease even if the person who appointed him ceases to act
  as Chairman of the Board of Directors or as a director, unless the Board of
  Directors decides otherwise. If the Chairman of the Board of Directors is not
  present 15 minutes after the beginning of a meeting of the Board of
  Directors, or if he does not wish to sit as Chairman of the meeting, the
  Deputy Chairman or in the absence of a Deputy Chairman, any other director
  chosen by the Board of Directors to be the Chairman of such meeting, shall
  conduct the meeting and may exercise all of the authorities vested in the
  Chairman of the Board of Directors.
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | 24.4 | The Chairman
  of the Board of Directors shall have all of the powers, rights and
  authorities granted to him under these Articles or by law. Without prejudice
  to the generality of the aforesaid, the Chairman of the Board of Directors
  shall have all power and authority necessary in order to carry out his
  functions and to exercise his rights and authorities in an efficient manner,
  including the authority to act in the name of the Company and on its behalf
  in the matters referred to above and to give directions to the General
  Manager of the Company and to employees and consultants of the Company for
  this purpose.                                                                                                                                                                                                                                                                                                                                                         
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | 24.5 | If both the
  Chairman of the Board of Directors and the Deputy Chairman are absent 15
  minutes after the beginning of a meeting of the Board of Directors, or they
  do not wish to act as Chairman, or no Chairman of the Board of Directors has
  been appointed for the Company, the Board of Directors shall appoint one of
  its members (including an Alternate Director or Corporate Representative) to
  be the Chairman of such meeting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

18

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|    |                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                               
|--- | ------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|25. | Convening
  and Conduct of Meetings of the Board of Directors
|    |                                                              
|    | 25.1                                                          | The Board of
  Directors shall convene as often as the needs of the Company require and
  shall do so at least once every three months.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | 25.2                                                          | The Board of
  Directors shall be convened as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                               | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | In
  accordance with a decision of the Chairman of the Board of Directors;                                                                                                                                                                                    
|    |                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                               
|    |                                                               | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | At the
  request of two directors, but if the Board of Directors comprises up to five
  members, at the request of one director;                                                                                                                              
|    |                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                               
|    |                                                               | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | By the
  Chairman of the Board of Directors if and when a notice or a report from the
  General Manager is received requiring the action of the Board of Directors or
  a notice from the auditor regarding substantial defects in the audit of the
  Company.
|    |                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                               
|    |                                                               | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | In any other
  case in which it is required by law to convene a meeting of the Board of
  Directors.                                                                                                                                                          
|    |                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                               
|    | 25.3                                                          | If a meeting
  of the Board of Directors is convened by the Chairman of the Board of
  Directors or by a majority of the members of the Board of Directors, the
  meeting shall be convened no earlier than the next business day following
  delivery of a notice of the meeting to all of the members of the Board of
  Directors, unless the Chairman of the Board of Directors or a majority of the
  members of the Board of Directors determine that because of the urgent nature
  of any matter on the agenda, the meeting must be convened within a shorter
  time. In such a case, the meeting shall be convened in the manner which allows
  the participation of the maximum number of members of the Board of Directors
  in the meeting.
|    |                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | 25.4                                                          | The Board of
  Directors may hold meetings using any means of communication, provided that
  all of directors participating can hear one another at the same time, as well
  as in any other manner permitted by law.
  Such a meeting will be considered for the purposes of any matter,
  including the matters of sending notices, legal quorums and the recording of
  protocols, as an ordinary meeting of the Board of Directors.                                                                                                                                                                                                                                                                                                               
|    |                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | 25.5                                                          | 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, but shall not be less than two.                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | 25.6                                                          | The Board of
  Directors may make a decision without actually convening, provided that all
  of the directors entitled to participate in the discussion and vote on the
  matter brought for decision agree thereto.
  A resolution in writing signed unanimously by all the directors then
  in office and lawfully entitled to vote thereon or to which all of the
  directors have given their unanimous written consent (by letter, e-mail,
  facsimile or otherwise) shall be deemed to have been adopted by a meeting of
  the Board of Directors duly convened and held.                                                                                                                                                                       
|    |                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | 25.7                                                          | Other than
  expressly provided in these Articles, the minutes of each meeting of the
  Board of Directors, shall be signed by the Chairman of the Board of
  Directors, or the Chairman of the meeting, as the case may be.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

19

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|    |                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                
|--- | ---------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------
|    | 25.8                                           | At a vote of
  the Board of Directors, each director shall have one vote.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | 25.9                                           | Resolutions
  of the Board of Directors shall be carried by a simple majority of the
  directors voting on any matter on the agenda.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | 25.10                                          | Any action
  taken by or in accordance with a resolution of the Board of Directors or by
  or in accordance with a decision of a Committee of the Board of Directors or
  by a director acting in his capacity as director is valid and effective even
  if it is subsequently discovered that there was a defect in the appointment
  of the directors or the election of the directors or if all or one of them
  was disqualified, in each case as if each of the directors had been lawfully
  elected and as if he was fully qualified to act as director, Alternate
  Director, Corporate Representative or member of the said Committee, as the
  case may be.
|    |                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|26. | Notice of
  Meetings of the Board of Directors
|    |                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | 26.1                                           | Notice of a
  meeting of the Board of Directors shall be delivered to each director
  verbally, by telephone, in writing or by any other means of communication. If
  a director has appointed an Alternate for himself, notice shall be delivered
  to the Alternate. Notice to a director which is a corporation shall be
  delivered to the Corporate Representative.                                                                                                                                                                                                                                                                                             
|    |                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | 26.2                                           | A notice
  convening a meeting of the Board of Directors shall include reasonable
  particulars of all of the matters on the agenda, as well as the place and
  time fixed for the meeting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | 26.3                                           | All of the
  directors may agree to waive prior notice of a meeting of the Board of
  Directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|27. | Authorities
  of the Board of Directors       
|    |                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | 27.1                                           | The Board of
  Directors shall set the policy guidelines for the Company and shall supervise
  the performance and activities of the General Manager, and as part thereof
  it:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                
|    |                                                | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | shall
  determine the Companys plans of activity, the principles of financing them
  and the order of priority among them;    
|    |                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                
|    |                                                | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | shall
  examine the Companys financial situation and set a framework of credit which
  the Company may take;                  
|    |                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                
|    |                                                | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | shall
  determine the organizational structure and the wage policy;                                                            
|    |                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                
|    |                                                | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | may decide
  to issue a series of debentures;                                                                                  
|    |                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                
|    |                                                | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | is
  responsible for the preparation and approval of the financial reports;                                                    
|    |                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                
|    |                                                | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | shall
  appoint and dismiss the General Manager of the Company;                                                                
|    |                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                
|    |                                                | (g)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | shall decide
  on the acts and transactions that require its approval in accordance with
  these Articles or the Companies Law;

20

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| |      |                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      | (h)                                                                                                                                                                                                                                                                                                                                                                                              | may allocate
  shares and securities convertible into shares up to the limit of the
  Companys registered share capital;                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |      |                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |      | (i)                                                                                                                                                                                                                                                                                                                                                                                              | may decide
  on a distribution;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |      |                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |      | (j)                                                                                                                                                                                                                                                                                                                                                                                              | shall
  express its opinion on a special purchase offer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |      |                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | 27.2 | Without
  prejudice to the generality of the aforesaid, the Board of Directors shall be
  entitled to use all of its authorities and powers and to carry out all the
  actions vested in it by law or by these Articles.                                                                                                                                                                        
| |      |                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | 27.3 | The Board of
  Directors may exercise any authority of the Company which has not been
  delegated by these Articles or by law to the General Manager or to the
  General Meeting, and such authority shall be deemed to have been delegated to
  the Board of Directors by these Articles.                                                                                                      
| |      |                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | 27.4 | The power of
  the Board of Directors shall be subject to the provisions of any law, and to
  any article that shall be adopted by the Company in General Meeting, provided
  that no such article shall invalidate any action taken prior thereto by the
  Board of Directors or pursuant to a decision thereof which would have been
  legally valid but for the adoption of the said article.
| |      |                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | 27.5 | The General
  Meeting may assume the authority vested in the Board of Directors (including
  the authorities vested in the Board of Directors in the absence of a General
  Manager) for a specific matter or for a specific period of time.                                                                                                                                                    
| |      |                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | 27.6 | For the
  purpose of exercising the general authorities vested in the Board of
  Directors and without limiting or restricting in any way whatsoever the said
  authorities or any of them, it is hereby expressly stated that the Board of
  Directors shall have the following authorities:                                                                                                   
| |      |                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |      | (a)                                                                                                                                                                                                                                                                                                                                                                                              | From time to
  time to appoint one or more persons (whether or not that person is a member
  of the Board of Directors) as a General Manager or another Officer of the
  Company, either for a fixed period of time or for an unlimited period of
  time, and from time to time (bearing in mind the terms of any contract
  between the Company and such person or persons) to dismiss him or them from
  office and appoint another person or persons in his or their place.                                                                                                                  
| |      |                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |      | (b)                                                                                                                                                                                                                                                                                                                                                                                              | Subject to
  any rule of law, to fix the remuneration of the General Manager or of any
  other Officer from time to time (bearing in mind the terms of any contract between
  the Company and such person). Such remuneration may be in the form of a fixed
  salary, payment based on the profits or turnover of the Company or of any
  other company in which the Company is interested, or by way of participation
  in such profits, or by way of receipt of securities of the Company, or in one
  or more of these ways, or in any other manner which the Board of Directors
  deems fit.
| |      |                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |      | (c)                                                                                                                                                                                                                                                                                                                                                                                              | To determine
  the remuneration of the auditor of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |      |                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

21

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|     |                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|27.7 | For the
  purpose of setting the policy guidelines for the Company and supervising its
  activities, any director may examine the documents and records of the Company
  and receive copies thereof, examine the assets of the Company and receive
  professional advice at the expense of the Company if the Board of Directors
  or the court approves the covering of this expense.                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|28.  | Remuneration
  of Directors                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | A director,
  (other than the Outside directors), an Alternate Director and a Corporate
  Representative shall not be paid any remuneration by the Company for their
  services as directors. However, they are entitled to receive from the Company
  remuneration for their employment with the Company in other functions,
  subject to the approvals required therefor, in accordance with any law.
|     |                                                                                                                                                                                                                                                                                                                                                                                                        
|29.  | Committees
  of the Board of Directors                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | 29.1                                                                                                                                                                                                                                                                                                                                                                                                    | The Board
  may delegate all or any of its powers, authorities and responsibilities
  (except for those powers, authorities and responsibilities which, under the
  Companies Law, the Board is unable to delegate) to any committee consisting
  of such members of the Board as the Board may, from time to time, think fit,
  subject to the Companies Law, widen, curtail or revoke such delegation of
  powers, authorities and responsibilities.
|     |                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | 29.2                                                                                                                                                                                                                                                                                                                                                                                                    | To the
  fullest extent permitted by law, the Board, after determining a number of
  shares reserved for the issuance of shares, options or warrants to the
  Companys employees, directors, and consultants, may delegate the power to
  issue such options and shares to a committee of the Board.                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | 29.3                                                                                                                                                                                                                                                                                                                                                                                                    | Any
  committee of the Board shall in the exercise of the power, authorities and
  responsibilities so delegated conform to any regulations that may be lawfully
  imposed on it by the Board.                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | 29.4                                                                                                                                                                                                                                                                                                                                                                                                    | The meetings
  and proceedings of a Committee of the Board shall be governed by the
  provisions herein contained for regulating the meetings and proceedings of
  the Board, so far as the same are applicable thereto and are not lawfully
  suspended or superseded by any regulations imposed by the Board.                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | 29.5                                                                                                                                                                                                                                                                                                                                                                                                    | The Board
  shall appoint an audit committee consisting of at least three (3) members,
  the members of which and the authorities, powers and responsibilities of
  which shall be governed by the Companies Law and any other applicable law or
  rule.                                                                                                                                                                                              

22

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PART F: THE GENERAL MANAGER AND OTHER
OFFICERS

|    |                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                              
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|30. | The General
  Manager                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                              
|    | 30.1                                                                                                                                                                                                                                                                                                                                                       | The Board of
  Directors of the Company shall appoint one or more General Manager for the
  Company. If more than one General Manager is appointed, the Board of Directors
  may determine that the authorities of a General Manager be divided between
  the General Managers.                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                              
|    | 30.2                                                                                                                                                                                                                                                                                                                                                       | The General
  Manager shall have full managerial and operational authority to carry out all
  of the activities which the Company may carry on by law and under these
  Articles and which have not been vested by law or by these Articles in any
  other organ of the Company. The General Manager shall be subject to the
  supervision of the Board of Directors.                                        
|    |                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                              
|    | 30.3                                                                                                                                                                                                                                                                                                                                                       | The General
  Manager may, with the approval of the Board of Directors, delegate his
  authority to another person who is subordinate to him.                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                              
|    | 30.4                                                                                                                                                                                                                                                                                                                                                       | The Board of
  Directors may decide to transfer any authority vested in the General Manager
  to the Board of Directors, in a specific instance or for a specific period of
  time.                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                              
|31. | Secretary
  and Officers                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                              
|    | 31.1                                                                                                                                                                                                                                                                                                                                                       | The Board of
  Directors may appoint a Secretary for the Company and determine his duties
  and authorities. The Secretary, if appointed, shall be subject to the Board
  of Directors and shall report to it.                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                              
|    | 31.2                                                                                                                                                                                                                                                                                                                                                       | Officers of
  the Company, except directors and the General Manager, will be appointed and
  dismissed by the Board of Directors. The conditions of service, employment
  and retirement of the said Officers will be determined by the General Manager
  with the approval of the relevant committee of the Board of Directors, unless
  it is determined otherwise in any law or by the Board of Directors.
|    |                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                              
|32. | Personal
  Interest in Transactions of the Company                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                              
|    | Any
  transaction which is not an Extraordinary Transaction and which is (i) a
  transaction with an Officer or (ii) a transaction of the Company with another
  person in which an Officer has a personal interest, may be approved by the
  same organ authorized to approve such a transaction, assuming that no party
  has a personal interest in it.
|    |                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                              
|33. | Insurance,
  Release and Indemnification of Officers                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                              
|    | 33.1                                                                                                                                                                                                                                                                                                                                                       | Subject to
  the provisions of the Companies law, the Company may prospectively exculpate
  an Officer from all or some of the Officers responsibility for damage
  resulting from the Officers breach of his or her duty of care to the
  Company.                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                              
|    | 33.2                                                                                                                                                                                                                                                                                                                                                       | Subject to
  the provisions of the Companies Law, the Company may indemnify an Officer to
  the maximum extent permitted by the law, in respect of an obligation or
  expense specified below imposed on the Officer or incurred by him in respect
  of an act performed in his capacity as an Officer, as follows:                                                                                          

23

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| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | a financial
  obligation imposed on him in favor of another person by a court judgment,
  including a compromise judgment or an arbitrators award approved by court;                                                                                                                                                                                                                                                                                                                                                                                                              
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |      | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | reasonable
  litigation expenses, including attorneys fees, incurred by the Officer 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 the Officer and either (A) concluded
  without the imposition of any financial liability in lieu of a criminal
  proceeding; or (B) a financial liability was imposed on him in lieu of a
  criminal proceeding for an offense that does not require proof of criminal
  intent; and
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |      | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | reasonable
  litigation expenses, including attorneys fees, expended by an Officer or
  charged to the Officer by a court, in a proceeding instituted against the
  Officer by the Company or on its behalf or by another person, or in a
  criminal charge from which the Officer was acquitted, or in a criminal charge
  from which the Officer was acquitted, or in a criminal proceeding in which
  the Officer was convicted of an offense that does not require proof of
  criminal intent.                                                                                
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |      | The Company
  may undertake to indemnify an Officer as aforesaid, (aa) prospectively,
  provided that in respect of Article 33.2(i), the undertaking is limited to
  categories of events which in the opinion of the Board of Directors are
  foreseeable in light of the Companys actual activities at the time the
  undertaking to indemnify is given, and for an amount or criteria which the
  Board of Directors has determined are reasonable under the circumstances, and
  further provided that such events and amount or criteria are stated in the
  undertaking to indemnify, and (bb) retroactively.                                                                                                   
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | 33.3 | Subject to
  the provisions of the Companies law, the Company may enter into a contract
  for the insurance of all or a part of the liability of any Officer imposed on
  the Officer in respect of an act performed in his capacity as an Officer, 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 Officer 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | 33.4 | The
  provisions of Articles 26.1, 26.2 and 26.3 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 Officer, including, without
  limitation, any employee, agent, consultant or contractor of the Company who
  is not an Officer, and/or (ii) in connection with any Officer 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
  revision of any such indemnification shall be approved by the Audit
  Committee.

24

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|    |                                                                                                                                                                                                                                                                                                                      |                                                                                                        
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------
|    | 33.5                                                                                                                                                                                                                                                                                                                 | The
  provisions of this Article shall apply to a Corporate Representative and an
  Alternate Director.
|    |                                                                                                                                                                                                                                                                                                                      |                                                                                                        
|34. | Signature
  Rights                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                      |                                                                                                        
|    | The
  signature rights in the name of the Company shall be determined by the Board
  of Directors, generally, for a class of matters or for a specific matter. Any
  signature in the name of the Company shall be accompanied by the name of the
  Company. The authorized signatories do not have to be directors.

25

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PART G: MINUTES, REGISTERS AND BOOKS OF
ACCOUNTS

|    |                                      |                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                 
|--- | ------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|35. | Minutes                              |                                                                                                                                                                                                                                                                                                                                                      
|    |                                      |                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                 
|    | 35.1                                 | The Board of
  Directors shall ensure that records of the following matters are duly
  maintained in books that shall be prepared for this purpose:                                                                                                                                                                                                  
|    |                                      |                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                 
|    |                                      | (a)                                                                                                                                                                                                                                                                                                                                                   | The names of
  members of the Board of Directors who are present at any meeting of the Board
  of Directors and at any meeting of a Committee of the Board of Directors
  (including any decision of the Board of Directors or of its Committees which
  is adopted without actually convening).
|    |                                      |                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                 
|    |                                      | (b)                                                                                                                                                                                                                                                                                                                                                   | The names of
  the registered shareholders participating in any General Meeting.                                                                                                                                                                                                                
|    |                                      |                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                 
|    |                                      | (c)                                                                                                                                                                                                                                                                                                                                                   | The
  instructions given by the Board of Directors to the Committees of the Board
  of Directors.                                                                                                                                                                                               
|    |                                      |                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                 
|    |                                      | (d)                                                                                                                                                                                                                                                                                                                                                   | The
  proceedings at General Meetings, meetings of the Board of Directors, and
  meetings of the Committees of the Board of Directors, including resolutions
  adopted without actually convening these meetings.                                                                               
|    |                                      |                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                 
|    | 35.2                                 | Any minute
  of a meeting of the Board of Directors or of any Committee of the Board of
  Directors or of the General Meeting of the Company which purports to be
  signed by the Chairman of the meeting or by the Chairman of the next
  following meeting shall be prima facie evidence of the matters stated
  therein.                          
|    |                                      |                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                 
|36. | Books and
  Registers of the Company
|    |                                      |                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                 
|    | 36.1                                 | Each book,
  register and registration that the Company must maintain in accordance with
  the provisions of the Companies Law or these Articles shall be made in
  regular books or by electronic means, as the General Manager shall determine,
  provided that the persons entitled to inspect them are able to receive copies
  of the documents.
|    |                                      |                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                 
|    | 36.2                                 | The Company
  may destroy any request for entering any change in the Register seven years
  after the date of the change in the Register, and there shall be a prima
  facie assumption that all requests for changes in the Register were valid and
  that any action taken by virtue or as a result thereof was lawfully taken.                    
|    |                                      |                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                 
|    | 36.3                                 | Subject to
  any provision of law, the Company may determine the manner and form in which
  documents which shareholders are entitled to inspect are presented to them,
  and may decide that copies of documents be provided against payment.                                                                                                       

26

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PART H: AUDIT

|    |                    |                                                                                                                                                                                                                                                                                                          
|--- | ------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|37. | Auditor           
|    |                    |                                                                                                                                                                                                                                                                                                          
|    | 37.1               | At least
  once in each calendar year, the financial statements of the Company shall be
  audited by an auditor or auditors who will express their opinion as to the
  financial statements.                                                                                                             
|    |                    |                                                                                                                                                                                                                                                                                                          
|    | 37.2               | The Company
  shall appoint at the Annual Meeting an auditor or auditors to serve in this
  capacity until the following Annual Meeting, but the General Meeting may
  appoint an auditor to serve for a longer period, not extending beyond the end
  of the third Annual Meeting after the appointment.
|    |                    |                                                                                                                                                                                                                                                                                                          
|    | 37.3               | Subject to
  the provisions of the Companies Law, any act of the auditor of the Company
  shall be valid with regard to any person acting in good faith with the
  Company, notwithstanding any defect in the appointment or qualification of
  the auditor.                                             
|    |                    |                                                                                                                                                                                                                                                                                                          
|    | 37.4               | The fees of
  the auditor shall be fixed by the Board of Directors. The Board of Directors
  shall report at the Annual Meeting the fees of the auditor so fixed.                                                                                                                                        
|    |                    |                                                                                                                                                                                                                                                                                                          
|    | 37.5               | The Board of
  Directors will notify the auditor of General Meetings and of meetings of the
  Board of Directors in which the financial statements audited by the auditor
  are presented, and the auditor shall be entitled to attend such meetings.                                                    
|    |                    |                                                                                                                                                                                                                                                                                                          
|38. | Internal
  Auditor
|    |                    |                                                                                                                                                                                                                                                                                                          
|    | 38.1               | As long as
  the Company is a public company, the Company will have an internal auditor,
  to be appointed by the Board of Directors in accordance with the proposal of
  the Audit Committee.                                                                                                           
|    |                    |                                                                                                                                                                                                                                                                                                          
|    | 38.2               | The role and
  authorities of the internal auditor shall be as provided in the Companies
  Law.                                                                                                                                                                                                          

PART I: RESERVES, DISTRIBUTIONS AND BONUS
SHARES

|    |          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | -------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|39. | Reserves
|    |          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | 39.1     | The Board of
  Directors may at any time allocate such amounts as it sees fit from the
  surpluses (as defined in the Companies Law) to a reserve for any purpose
  determined by it. Likewise, the Board of Directors may direct the management
  of, and the uses to which, any reserve or part thereof is put, including
  using of any reserve or part thereof for the business of the Company, without
  need to maintain such amount separate from the remaining assets of the
  Company.                                                                                                                                                                           
|    |          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | 39.2     | The Board of
  Directors may from time to time, subject to the provisions of any law and the
  provisions of these Articles, change the purpose for which any capital
  reserve has been designated or the manner in which it is managed, to combine
  or split reserves and to transfer the amount of any capital reserve to the
  surplus account or to any other account in the accounting records of the
  Company. Notwithstanding the aforesaid, the Board of
  Directors may not transfer any amount from the share premium account other
  than to the share capital of the Company or for the purposes of a
  distribution that does not satisfy the profit test.

27

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|    |                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | -------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|40. | Distribution
  of Dividends and Bonus Shares
|    |                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | 40.1                                         | Subject to
  these Articles, the Company may declare and pay any dividend or decide on a
  distribution permitted under the Companies Law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | 40.2                                         | No dividend
  shall bear interest or linkage against the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | 40.3                                         | A dividend
  may be paid, in whole or in part, by way of distribution of assets of any
  kind. A distribution of assets as aforesaid shall be made by a transfer,
  assignment, transfer of title, grant of a contractual or proprietary right or
  in any other manner as the Board of Directors directs.                                                                                                                                                                                                                                                                                                                                                                       
|    |                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | 40.4                                         | If the Board
  of Directors decides to distribute a dividend, in whole or in part by way of
  an allotment of shares in the Company to those shareholders entitled to the
  dividend, at a price lower than the nominal value of those shares or to
  distribute bonus shares, the Company shall convert to share capital a portion
  of its profits or of its share premiums or of any other source included in
  the equity in its last financial statements (all as defined in the Companies
  Law) in an amount equal to the difference between the nominal value of the
  said shares and the price paid therefor.                                                          
|    |                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | 40.5                                         | The Board of
  Directors may allot from time to time bonus shares and determine the source
  of such distribution. Such bonus shares shall form part of the share capital
  of the Company and shall be considered to be fully paid in such amount, being
  not less than the nominal value of the shares, as the Board of Directors
  shall direct. The said bonus shares shall be allotted without payment to the
  shareholders of the Company who would have been entitled to receive the
  amount converted to share capital for the purpose of distribution of the
  bonus shares if that amount had been distributed by way of cash dividend and
  in the same proportion.
|    |                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | 40.6                                         | The Board of
  Directors may decide that bonus shares shall be of the same class of shares
  as these shares which entitle the holders thereof to participate in the
  distribution of bonus shares, or that all bonus shares shall be of a single
  class which shall be distributed to all persons entitled thereto without
  taking into account the class of shares which they hold, or that bonus shares
  be a combination of classes of shares.                                                                                                                                                                                                                           
|    |                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | 40.7                                         | The Board of
  Directors may from time to time issue to the holders of the Companys
  securities that are convertible into the Companys shares, bonus shares or
  dividends as if the said securities had been converted into shares prior to
  the distribution in question, in each case subject to the terms of issue of
  the said securities.                                                                                                                                                                                                                                                                                                                             
|    |                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                              | The Board of
  Directors may make any arrangement and take any action necessary for the
  efficient and speedy implementation of the provisions of this Article, to
  determine the rights which the holders of convertible securities receive and
  the manner in which they receive these rights, and to carry out any necessary
  adjustment with respect to the rights of the holders, in this respect. The
  Board of Directors may exercise any authority granted to it in connection
  with the distribution of a dividend or bonus shares or rights to the
  shareholders in the Company, mutatis mutandis, all in the absolute discretion
  of the Board of Directors.  

28

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| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       | In order to
  implement any resolution regarding the distribution of a dividend or bonus
  shares or in connection with the acquisition of securities of the Company,
  the Board of Directors may sign any document and effect any arrangement which
  is, in the opinion of the Board of Directors, necessary in order to enable or
  facilitate the distribution, including the issuance of certificates for
  partial shares or to decide that shares in the Company which entitle the
  holder thereof to partial shares in an amount lower than the level fixed by
  the Board of Directors shall not entitle the holder to participate in that
  distribution, or to sell the partial shares and to pay the net proceeds of
  sale (after deduction of the expenses of sale and any tax that shall be payable
  in respect of the sale) to the persons entitled thereto;
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | 40.8  | The Board of
  Directors may appoint a trustee or trustees (the Trustee) to hold
  dividends, bonus shares or any other right (together the Benefit) which the
  Company has issued or distributed to its shareholders and which was not
  demanded by any of the shareholders. Any action taken by the Trustee, and any
  agreement between the Board of Directors and the Trustee shall be valid and
  shall bind the shareholders in connection with the Benefit to which they are
  entitled and for which the Trustee has been appointed.                                                                                                                                                                                                                                                                                                                             
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | 40.9  | The Trustee
  shall be appointed for the purpose of exercising, collecting, receiving or
  depositing the Benefit, but the Trustee shall not be entitled to transfer the
  Benefit or part thereof or to grant any right in the Benefit or to make any
  use thereof.  The Trustee shall not be
  entitled to vote in respect of any securities of the Company which are
  included in the Benefit.                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | 40.10 | The Trustee
  shall transfer the Benefit, including any income arising thereon, less the
  Trustees fee as settled by the Board of Directors, to the shareholders
  entitled to the Benefit as soon as possible after he receives the first
  written demand from the shareholders, subject to authentication of the
  identity of any shareholder and details of the Benefit to which he is
  entitled.                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | 40.11 | If the
  payment of the dividend is not demanded within seven (7) years from the date
  of the decision to distribute that dividend, the person entitled thereto
  shall be deemed to have waived the dividend, and ownership thereof shall
  return to the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | 40.12 | The Board of
  Directors may pay all dividends or money due in respect of shares by sending
  checks in the mail, and if the Benefit is, in whole or in part, an asset or a
  right, by sending by mail any document confirming or creating the said right.
  Any check or document sent to the address of the shareholder as appearing in
  the Register shall be dispatched at the risk of the shareholder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | 40.13 | The
  transferee of any shares shall not be entitled to any dividend or any other
  distribution with respect to such shares, which has been declared after the
  date of transfer but before registration of the transfer in the Register, and
  in the event of the transfer of shares which is subject to the approval of
  the Board of Directors, before the date of said approval.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | 40.14 | The Board of
  Directors may deduct from any dividend, distribution or other amounts which
  are to be paid to a shareholder (including to a person who is one of the
  joint holders of a share) any amounts due from such a person to the Company
  in his capacity as shareholder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

29

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|                |                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                | 40.15                                                                                                                                                                                                                | If
  there is a number of persons registered as joint holders of a share, each one
  may give a valid receipt to the Company for any Benefit granted in respect of
  that share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                |                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|41.             | Buy-Back                                                                                                                                                                                                            
|                |                                                                                                                                                                                                                     
|                | A decision
  regarding the acquisition of securities which have been issued by the Company
  and the manner in which these securities shall be dealt with by the Company
  shall be taken by the Board of Directors.
|                |                                                                                                                                                                                                                     
|PART J: NOTICES
|               
|42.             | Notices                                                                                                                                                                                                             
|                |                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                | 42.1                                                                                                                                                                                                                 | Subject to
  these Articles, any notice to shareholders of the Company shall be given in
  accordance with the provisions of the law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                |                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                | 42.2                                                                                                                                                                                                                 | Any written
  notice or other document may be served by the Company upon any shareholder
  either personally or by sending it by prepaid mail (air mail if sent
  internationally) or by cablegram, telex, facsimile or email addressed to such
  shareholder at his address as described in the Register or such other address
  as he may have designated in writing for the receipt of notices and other
  documents.  Such designation may
  include a broker or other nominee holding shares at the instruction of the
  shareholder.  Proof that an envelope
  containing a notice was properly addressed, stamped and posted shall be
  conclusive evidence that notice is given.
  A declaration of an authorized person on behalf of the stock transfer
  agent of the Company or other distribution agent stating that a notice was
  mailed to a shareholder will suffice as proof of notice for purposes of this
  Article.
|                |                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                | 42.3                                                                                                                                                                                                                 | Any written
  notice or other document may be served by any shareholder upon the Company by
  tendering the same in person to the Secretary or the General Manager at the
  Offices of the Company or by sending it by any of the means provided for in
  Article 42.2 to the Company at its Office.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                |                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                | 42.4                                                                                                                                                                                                                 | Any notice
  or other document referred to above shall be deemed to have been served 48
  hours after it has been posted (seven days if sent internationally), or 24
  hours after sent by cablegram, telex, facsimile or email.  The date of mailing, publication or other
  method of sending a notice and the date of the meeting shall be counted as
  part of the days comprising any notice period.  If a notice is, in fact, received by the addressee, it shall be
  deemed to have been duly served when received, notwithstanding that it was
  received sooner than provided herein, defectively addressed or failed, in
  some other respect, to comply with the provisions of this Article.                                                                                                                                                                                                                               
|                |                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                | 42.5                                                                                                                                                                                                                 | All notices
  to be given to the shareholders shall, with respect to any share to which
  persons are jointly entitled, be given to whichever of such persons in named
  first in the Register, and any notice so given shall be sufficient notice to
  the holders of such share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                |                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                | 42.6                                                                                                                                                                                                                 | Any
  shareholder whose address is not described in the Register, and who shall not
  have designated in writing an address for the receipt of notices, shall not
  be entitled to receive any notice from the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

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| |      |                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                           
| | ---- | ------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 42.7 | Notwithstanding
  anything to the contrary herein, notice by the Company of a General Meeting
  which is published:
| |      |                                                                                                                    
| |      | (i)                                                                                                                 | in two daily
  newspapers in the State of Israel shall be deemed to have been duly given on
  the date of such publication to any shareholder whose address as registered
  in the Register (or as designated in writing for the receipt of notices and
  other documents) is located in the State of Israel.                                             
| |      |                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                           
| |      | (ii)                                                                                                                | in one daily
  newspaper in the City of New York and in one international wire service shall
  be deemed to have been duly given on the date of such publication to any
  shareholder whose address as registered in the Register (or as designated in
  writing for the receipt of notices and other documents) is located outside
  the State of Israel.

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