EXHIBIT 1.2

                          THE COMPANIES LAW, 5759-1999

                       A PUBLIC COMPANY LIMITED BY SHARES

                                   ARTICLES OF

                        G. WILLI-FOOD INTERNATIONAL LTD.

                                     GENERAL

1.   NAME OF THE COMPANY

     The name of the Company is:
     and in English: G. WILLI-FOOD INTERNATIONAL LTD.

2.   DEFINITIONS AND INTERPRETATION

     In these Articles each of the following terms shall have the meaning
     appearing opposite it, unless the context requires or implies otherwise:

     2.1  "THE COMPANY" - The company whose name appears above.

     2.2  "THE COMPANIES ORDINANCE" - The Companies Ordinance (New Version),
          5743-1983.

     2.3  "THE COMPANIES LAW" - The Companies Law, 5759-1999, and any amendment
          or change thereto, including those sections of the Companies Ordinance
          which have not been cancelled by the provisions of the Companies Law,
          and any amendment or change thereto. Any reference to a section in the
          Companies Law or to any one of the abovementioned sections of the
          Companies Ordinance shall be deemed a reference to any re-enactment or
          change of the said section as shall then be in force.

     2.4  "THE LAW" - The Companies Law as well as any other enactment then in
          force applying to companies and concerning the Company as well.

     2.5  "THE ARTICLES" or "THESE ARTICLES" - The Articles of Association of
          the Company, including amendments (if any) as they are in force for
          the time being.

     2.6  "THE BOARD OF DIRECTORS" - The Board of Directors of the Company
          officiating at that time.

     2.7  "DIRECTOR" or "MEMBER OF THE BOARD OF DIRECTORS" - Any Member of the
          Company's Board of Directors, including a person actually serving in
          the office of a Director with whatever job description he may have at
          that time.

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     2.8  "THE OFFICE" or "THE REGISTERED OFFICE" - The registered office of the
          Company at that time.

     2.9  "SHAREHOLDERS REGISTER" or "THE REGISTER" - The Register of
          Shareholders of the Company that is to be kept according to the Law.

     2.10 "HOLDER" or "SHAREHOLDER" or "MEMBER" - Whoever is registered in the
          Shareholders Register as the owner of a Share.

     2.11 "GENERAL MEETING" - Annual Meeting or Special Meeting of the
          Shareholders.

     2.12 "ANNUAL MEETING" - General Meeting of the Shareholders pursuant to
          Section 60 of the Companies Law.

     2.13 "SPECIAL MEETING" - General Meeting of the Company's Shareholders not
          being an Annual Meeting.

     2.13 "CLASS MEETING" - Meeting of the Holders of a Class of Shares.

     2.15 "GENERAL MANAGER" - The general manager of the Company appointed
          according to these Articles.

     2.16 "RESOLUTION" or "ORDINARY RESOLUTION" - A resolution passed by the
          General Meeting of the Company's Shareholders (and in the case of a
          Class Meeting - by such Class Meeting) by a majority of the
          Shareholders (or the Holders of the Class of Shares) or their duly
          appointed proxies present and participating in the voting.

     2.17 "AUDITOR" - the auditing accountant appointed or who must be appointed
          to this office in the Company pursuant to the provisions of the
          Companies Law.

     2.18 "WRITTEN" or "IN WRITING" - shall include print, lithography, and any
          other legible form of writing or impression of letters, digits or
          other symbols in a visible or visually decipherable form, including
          material transmitted by letter, telex, or cable, or by facsimile or by
          electronic mail or by any other means of electronic communication
          producing a legible copy of the transmitted material.

     2.19 "VOTING INSTRUMENT" - a written form for Shareholders to use,
          according to these Articles and the Law, in voting at General
          Meetings.

3.   Subject to the provisions of Article 2 above, the words and expressions in
     these Articles shall have the meaning attributed to them at that time in
     the Companies Law, unless such meaning is not consistent with the subject
     or content written; words in the singular shall include the plural and vice
     versa; words in the masculine shall include the feminine and vice versa;
     and reference to a person shall also include corporate bodies. Whenever
     these Articles determine a period by number of days or weeks from a given
     date, such given date shall not be included in that period. Captions in
     these Articles at the head of an article or chapter are not part of the
     Articles and are not to be taken into account for the purpose of
     interpreting the Articles.


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4.   If the context does not imply otherwise, any reference in these Articles to
     any law or regulation or enactment will include any changes therein or
     enactment or re-enactment thereof, as well as any law, regulation or other
     enactment replacing them.

     THE PUBLIC COMPANY

5.   The Company is a public company as defined in the Law. Therefore:

     5.1  No limitations will apply to the transfer of its Shares.

     5.2  The number of Shareholders is unlimited.

     5.3  The Company may issue any form of its Shares or other securities to
          the public.

     5.4  Liability of the Shareholders is limited to the payment of the nominal
          (par) value of the unpaid issued Share Capital of the Company.

     OBJECTS OF THE COMPANY AND ITS POWER TO MAKE DONATIONS

6.   6.1 The objects for which this Company is established are:

          6.1.1 To engage with import and export of products and other
               commodities.

          6.1.2 To engage with marketing of products and other commodities.

     6.2  The Board of Directors may embark on any one of the businesses which
          the Company may deal in specifically or by implication, as well as
          withdraw from any such business at any time it deems fit.

     6.3  The Company may donate a reasonable amount for any purpose it deems
          proper, even if such donation is not within the framework of its
          commercial regard for the creation of its profits.

     THE COMPANY'S SHARE CAPITAL AND THE RIGHTS OF THE HOLDERS OF ORDINARY
     SHARES

7.   The authorized Share Capital of the Company is NIS. 5,000,000 (Five Million
     New Israeli Shekels) divided into 49,893,520 (Forty Nine Million Eight
     Hundred and Ninety Three Thousand Five Hundred and Twenty) Ordinary Shares
     of NIS.0.1 (Zero Point One New Israeli Shekels) and 106,480 (One Hundred
     and Six Thousand Four Hundred and Eighty) Preference Shares of NIS.0.1
     (Zero Point One New Israeli Shekels) each ranking pari passu. The Company
     may alter its Share Capital in accordance with the provisions of the
     Companies Law and these Articles.

8.   Each of the Ordinary Shares shall confer on the Holder thereof the
     following rights:

     8.1  The right to receive Notices of General Meetings of the Company, to be
          present, participate and vote therein.


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     8.2  The right to one (1) vote in the General Meetings of the Company in
          which a ballot by poll takes place.

     8.3  The right to participate pari passu with all other Holders of the
          Company's Ordinary Shares in any distribution of dividend (whether in
          cash, assets, or in any other legal form) resolved by the Company, as
          well as the right to participate pari passu with all other Holders of
          the Company's Ordinary Shares in any distribution of Bonus Shares
          resolved by the Company.

     8.4  The right to receive any return of capital, pari passu with all other
          Holders of the Company's Ordinary Shares, upon the dissolution of the
          Company

     8.5  The right to participate, pari passu with all other Holders of the
          Company's Ordinary Shares, in the distribution of the surplus of the
          Company's assets available for distribution upon its dissolution,
          remaining after the Company has paid the Holders of the Ordinary
          Shares all the amounts payable as return of capital.

     8.6  This Article is subject to the provisions of Sections 308 and 309 of
          the Companies Law relating to dormant Shares or to Shares acquired by
          subsidiaries of the Company, if and to the extent there are any at
          that time.

     LIMITATION OF SHAREHOLDERS LIABILITY

9.   9.1  The liability of a Member in respect of the Company's debts and
          obligations shall be limited to the unpaid balance of the amount
          (including premium) undertaken by him as consideration for the Shares
          held by him, but not less than the par value of such Shares, and
          always subject to the provisions of Section 304 of the Companies Law.

     9.2  Where two (2) or more are registered jointly in the Shareholders
          Register as Holders of a Share, they shall be responsible jointly and
          severally for any call or other liability in connection with that
          Share. However, for the purpose of voting, proxy and giving notices,
          the Shareholder appearing first in the Shareholders Register shall be
          deemed sole Holder of such Share, unless and until all the persons
          registered as joint Shareholders have notified the Company in writing
          that another among them should be considered as sole Holder of the
          Shares as set out above.

     REGISTERED OFFICE

10.  The Registered Office of the Company will be situated in Israel at a place
     to be determined from time to time by the Board of Directors.

     SHAREHOLDERS REGISTER

11.  The Company shall keep a Register of Shareholders and will record therein
     the following particulars:

     11.1 In respect to the Shares registered in the name of a Shareholder:


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          11.1.1 the name, identity number and address of each Shareholder, as
               notified to the Company;

          11.1.2 the number and class of Shares held by each Shareholder,
               stating their par value and - in the event that a certain amount
               has not yet been paid on account of the consideration determined
               for such Shares - the amount not yet paid;

          11.1.3 the date of allotment of the Shares or the date of their
               transfer to the Shareholder, as the case may be;

          11.1.4 Should the Shares have serial numbers, the Company shall note
               opposite the name of each Shareholder the respective numbers of
               the Shares registered in his name;

          11.1.5 the date on which any person has ceased to be a Shareholder in
               the Company; and

          11.1.6 all those other particulars which under the Companies Law or
               these Articles are required or permitted to be recorded therein.

     11.2 As regards dormant Shares, as defined in Section 308 of the Companies
          Law - their number and the date on which they became dormant.

     SHAREHOLDER

12.  A Shareholder in the Company shall be whosoever is registered in the
     Shareholders Register as a Holder of the Shares. The Board of Directors
     shall register in the Shareholders Register the first Shareholders of the
     Company who have signed the Articles and will note beside the name of each
     of them the Shares allotted to him according to the Articles signed by him
     as above.

13.  Wherever two (2) or more persons are registered jointly as the Holders of a
     Share, any one of them is duly authorized to give receipts binding all the
     joint Holders for any dividend or other moneys in connection with such
     Share, and the Company may pay all dividends or other moneys due in
     connection with the Share to one (1) or more of them at its discretion.

14.  A Shareholder being a trustee shall be so registered in the Shareholders
     Register, stating that his holding is in trust and he shall be deemed a
     Shareholder for all intents and purposes. Should a trustee fail to inform
     the Company of his being a trustee, such trust shall not be recorded in the
     Shareholders Register. Except for the above provisions relating to noting
     the trusteeship in the Shareholders Register, the Company shall not be
     obliged to recognize the right to a Share or any other right in connection
     with such Share, except for the absolute and exclusive right relating
     thereto of the Shareholder registered in the Shareholders Register as the
     owner thereof.

     SHARE CERTIFICATES

15.  15.1 A Shareholder is entitled to receive from the Company a Share
          Certificate evidencing his ownership of the Company's Share.


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     15.2 Subject to the provisions relating to the form of a Share Certificate
          determined, if determined, by the Ministry of Justice pursuant to
          Section 180 of the Companies Law: (i) the following particulars shall
          be set out in the Share Certificate: the Company's authorized Share
          Capital, the name of the Shareholder, the number of Shares owned by
          him to which such certificate relates, the class of such Shares, their
          par value and serial numbers (to the extent that the Company's Shares
          are marked by serial numbers); as well as (ii) each Share Certificate
          shall bear the signature on the Company's stamp or its printed name,
          of a Director and/or of any other person appointed by the Board of
          Directors for that purpose.

     15.3 Whenever two (2) or more are registered in the Shareholders Register
          as joint owners of a Share, the Company shall not be obliged to issue
          more than one (1) Share Certificate to all the joint owners of the
          Share and the delivery of such Certificate to one (1) of the joint
          owners of a Share shall be deemed a delivery to all of them.

     15.4 If any Share Certificate is erased, mutilated, destroyed or lost, a
          new Share Certificate may be issued in lieu thereof based on such
          proof submitted and such indemnity given as the Board of Directors
          shall demand, and in the event of a mutilated Share Certificate - upon
          return of the old Certificate.

     CALLS

16.  If the terms of allotment of any Shares of the Company do not specify a
     particular date for the payment of all the consideration which is to be
     paid therefore, or any part thereof, the Board of Directors may from time
     to time, if it deems fit, make calls on the Shareholders in respect of the
     amounts not yet paid for their Shares, whether on account of the par value
     of the Shares or on account of the premium, and each such Shareholder shall
     be obliged to pay the Company the amount so demanded from him not later
     than the date of payment set out in the notice containing the call;
     provided always that the Shareholder shall be given a prior notice of at
     least fourteen (14) days in respect of any call. The Board of Directors may
     at any time, by notice in writing, cancel the call or extend the time of
     its payment.

17.  Joint owners of a Share shall be bound, jointly and severally, to pay the
     amounts set out in any call.

18.  In the event that the amounts set out in the call have not been paid in
     whole or in part by the date of payment set out in the call, the
     Shareholders shall be obliged to pay linkage differences or interest (or
     both) on the amounts not so paid, all as shall be determined by the Board
     of Directors, from the due date until the date of actual payment; however,
     the Board of Directors may waive the linkage differences or the interest
     (in part or both).

19.  Any amount which, under the conditions of issue of any share, has to be
     paid upon the allotment of the Shares or at a set time, whether on account
     of the par value of the Shares or on account of the premium, shall be
     deemed for the purposes of these Articles, as if a call were duly made in
     respect thereof by the Board of Directors in which the due date set out
     therein is the date of allotment or the date set for payment. In the event
     of non-payment of such amount at the time of allotment or on the date fixed
     for payment (whichever is the case) the provisions of these Articles
     relating to the payment of linkage differences or interest (or both),
     forfeiture of Shares or any other consequence of non-payment or default of
     payment by the Shareholders of the amount due from him to the Company in
     connection with the Shares will apply.


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20.  The Board of Directors may, if it deems fit, accept from a Shareholder
     wishing to prepay, all or part of the amounts due on account of his Shares
     (in addition to the payment of amounts actually demanded, if demanded) and
     the Board of Directors may pay him interest on the amounts so prepaid by
     him (or any part thereof) at the rate of interest agreed between the Board
     of Directors and the Shareholders.

21.  A Shareholder shall not be entitled to receive a dividend (or bonus shares)
     and shall not be entitled to exercise any right as Shareholder unless he
     has paid in full all the notices of call delivered to him, or which
     according to these Articles are deemed to have been delivered to him,
     together with linkage differences, interest, and expenses payable by him
     under the provisions of these Articles in respect of calls which have not
     been paid by him on time.

22.  A Member shall not be entitled to receive any notice of or to be present at
     any General Meeting or Class Meeting, nor to vote thereat or exercise any
     right of a Member, unless he has paid in full all the calls made which have
     become due, including linkage differences, interest and expenses, if any,
     in respect of any Shares held by him - whether by himself or jointly with
     another person.

23.  When allotting Shares the Board of Directors may determine an arrangement
     distinguishing between Shareholders with respect to the amounts of calls
     and due dates.

     LIEN AND FORFEITURE OF SHARES

24.  The Company shall have a lien and first charge on all Shares whose price
     (both par value and premium) has not been fully paid, as long as any
     payment in respect of Shares registered in the Shareholder's name is
     outstanding (whether such Shares are registered in his name only or jointly
     with another or others), whether or not the date for such payment has
     arrived, as well as in respect of his debts and obligations towards and
     contracts with the Company, whether alone or jointly with others. Such
     charge shall be in effect whether or not the due date for the
     implementation of payment or fulfillment of the said duties, obligations or
     such other contracts has arrived, and shall apply to all dividends resolved
     from time to time in connection with such Shares. No benefit shall be
     created with respect to any Share based on rules of equity, which shall
     invalidate such charge, provided that the Board of Directors may from time
     to time declare that a certain Share is temporarily or finally released in
     whole or in part from the provisions of this Article.

25.  If a Member has not paid any calls for payment or any installments on the
     due date set therefor or prior thereto (whether on account of the par value
     of the Share or on account of the premium), the Board of Directors may at
     any time thereafter, for as long as the call for payment or installment
     remains unpaid, deliver a notice to that Member pursuant to Article 16
     above, demanding payment from him with the linkage differences and interest
     accrued thereon, as well as any expenses incurred by the Company as a
     result of the non-payment. The notice shall state the place at which such
     payment shall be made. Should the Member not pay the amount due on the date
     set out in such notice, the Share in respect of which such notice was given
     shall be forfeited by a Resolution of the Board of Directors. The
     provisions of this Article will apply subject to the conditions agreed (if
     expressly agreed in writing) at the time of the allotment of any such
     Share. The forfeiture of a Share pursuant to this Article shall also
     include the dividends declared in respect of such Share, which have not
     been paid prior to forfeiture.


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26.  A document in writing signed by two (2) Members of the Board of Directors,
     attesting that a call has been made for payment in relation to a Share and
     that the Share was forfeited by a Resolution of the Board of Directors in
     that matter, and that all requirements relating to the forfeiture under
     these Articles have been complied with, shall constitute decisive proof
     against all persons entitled to that Share in respect of the facts set out
     in the document.

27.  Each Share so forfeited shall become the Company's property and the Board
     of Directors may, subject to the provisions of Section 181 of the Companies
     Law and these Articles, re-allot or sell it on such terms and conditions
     and in such manner as it deems fit.

28.  A share forfeited but not yet re-allotted or sold shall be a Dormant Share
     as defined in Section 308 of the Companies Law.

29.  The Company is authorized to receive the consideration, if any, for the
     re-allotment or sale of a Share so forfeited and credit or set off such
     consideration on account of the amounts due and/or which may become due to
     the Company from the owner of such Share pursuant to the provisions of
     these Articles, and the person to whom such Share has been sold shall be
     entitled to be registered as the owner of that Share and shall be deemed
     owner of such Share and for all intents and purposes shall not be
     responsible for any use made by the Company of the funds paid by him for
     such Share, and furthermore, his title to the Share shall not be effected
     by reason of any act, omission, defect or invalidity in the proceedings of
     forfeiture or sale of such Share.

30.  The Board of Directors may at any time prior to the sale of a Share cancel
     the forfeiture on such terms and conditions as it deems fit.

31.  Any Member whose Shares were forfeited shall cease to be a Member in
     respect thereof, but nonetheless shall continue to be responsible for and
     obliged to pay the Company, and shall pay immediately, all balances due to
     the Company according to the calls, including expenses incurred at the time
     of forfeiture on account of such Shares or in respect thereof, all together
     with linkage differences and interest accrued on such amounts from the time
     of forfeiture to the date of actual payment at the rate determined by the
     Board of Directors, and the Board of Directors shall be entitled (but not
     obliged) to enforce the payment of such amounts, in whole or in part, if it
     so deems fit, unless the Shares so forfeited have been sold and the Company
     has received in full, all amounts due from the Shareholders together with
     the linkage differences, interest and expenses incurred by the Company in
     respect of such sale. If, after payment in full of the said amounts, the
     Company has surplus amounts, such surplus amounts shall be paid to the
     previous owner of the Share so forfeited.


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     BEARER SHARES AND REDEEMABLE SHARES

32.  32.1 The Company shall not issue Bearer Shares.

     32.2 Subject to the provisions of the Companies Law and these Articles, the
          Company may issue Redeemable Preference Shares and redeem them.

                        ALLOTMENT AND TRANSFER OF SHARES
                          OR THEIR TRANSMISSION BY LAW

     ALLOTMENT OF SHARES

33.  The Shares shall be under the control of the Board of Directors, and unless
     otherwise set out in these Articles or unless otherwise resolved by the
     Company in General Meeting, in any event of allotment of new Shares,
     whether for a cash consideration or for a consideration other than cash,
     the Board of Directors shall be authorized to offer and allot the new
     Shares either to the Company's then present Shareholders, or to persons who
     are not Shareholders of the Company, all at the Board of Directors'
     absolute discretion, at such price and on such terms as the Board of
     Directors shall deem fit.

34.  The Company may allot Shares for a consideration being, in whole or in
     part, other than cash, provided that the consideration for the Shares being
     other than cash is set out in a document in writing.

35.  The Company may issue or allot Shares having rights equal to the existing
     Shares or having preferred rights, deferred rights, rights of redemption or
     other special rights, having rights or limitations either in relation to
     dividend, voting, appointment and dismissal of a Director, payment of Share
     Capital, participation in the distribution of the Company's assets,
     including distribution of surplus assets or in relation to any other
     matter, all as the Company shall from time to time determine.

     TRANSFER OF SHARES

36.  36.1 Subject to the restrictions in these Articles, Shares will be
          transferable. Every transfer must be in writing in any usual or common
          form, or in such other form as the Board of Directors may from time to
          time approve. The written form of transfer will be delivered to the
          Registered Office, accompanied by a true copy of the certificate of
          the Shares to be transferred, and any other evidence as the Board may
          require to prove the title of an intending transferor.

     36.2 The written form of transfer of a Share will be executed both by the
          transferor and the transferee. The transferor will be considered to
          remain the Shareholder until the name of the transferee is entered in
          the Register for the applicable Shares.

37.  37.1 Transfer of fully paid up shares is permissible by delivery of a deed
          of transfer, duly signed by both the transferor and transferee, to the
          registered office, accompanied by all the documents as provided in
          Article 36.1 above.

     37.2 The Board of Directors may decline to register any transfer of Shares,
          which have not been fully paid up, provided that the Board of
          Directors serves the transferee a written notice within two (2) months
          of the date the Company received a notice regarding the transfer.

38.  38.1 The Board of Directors may determine a fee to be charged for
          registration of a transfer.


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     38.2 The registration of transfers may be suspended at such times and for
          such periods as the Board of Directors may determine, not to exceed
          thirty (30) days in any calendar year.

     TRANSMISSION BY LAW

39.  The executors or administrators of a deceased Holder of a person's Share
     not being a joint Holder or, if there are no executors or administrators,
     the persons beneficially entitled as heirs of the deceased Holder of the
     Share, and such persons only, shall be recognized by the Company as having
     any title to the Share. In the event of the demise of one (1) or more joint
     Holders of registered Shares, unless otherwise proved to the Company, the
     surviving Holders, and they only, shall be recognized by the Company as
     having title to such Shares, provided however that the above shall not
     release the estate of a deceased joint Holder from any responsibility or
     indebtedness in respect of any Share jointly held by him.

40.  Any person becoming entitled to a Share in consequence of the death,
     liquidation, or bankruptcy of a Member (as the case may be) may, upon
     producing evidence of his rights as shall be required by the Board of
     Directors at its exclusive discretion , be registered as the owner of the
     Shares or, subject to the provisions contained in these Articles relating
     to the transfer of Shares, transfer them to another.

41.  A person becoming entitled to a Share by reason of the death or bankruptcy
     of a Holder shall not be entitled to receive any dividends or other
     payments payable in connection with the Share, nor shall he be entitled to
     receive notices relating to the Company's Meetings or participate therein
     or vote thereat in respect of such Share, and in general he shall not be
     permitted to exercise any right of a Shareholder until after his
     registration as Shareholder in connection with such Share.

     INCREASE, REDUCTION OR ALTERATION OF CAPITAL

42.  The Company may from time to time by Resolution of the General Meeting,
     increase its authorized share capital (whether or not its then-existing
     share capital has been wholly issued) in Shares with a nominal value and
     with preferred or deferred or other special rights (subject to any special
     rights in the existing share capital) or subject to any conditions or
     limitations in relation to dividends, the return on capital, voting, or
     relating to any other matter, all as the General Meeting shall determine in
     its Resolution relating to the increase of capital.

43.  Unless otherwise determined in the Resolution increasing the Share Capital,
     the new Shares shall be subject to the same provisions applicable to the
     Shares of the original capital including all provisions applicable to such
     capital in respect of the right to title, payment of calls, lien,
     forfeiture and transfer, including transmission by law as set out in
     Articles 39 to 41 (inclusive) above.

44.  Subject to the provisions of the Companies Law, the Company may from time
     to time by Resolution of the General Meeting:

     44.1 Consolidate its share capital or any part thereof and divide it into
          Shares of greater value than its existing Shares;


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     44.2 By subdivision of its existing Shares, or any of them, divide the
          whole, or any part, of its share capital into Shares of lesser value
          than that of the existing shares

     44.3 Cancel any authorized share capital which has not been allotted,
          provided always that there is no undertaking of the Company, including
          a contingent undertaking, to allot such share capital;

     44.4 To implement a reduction of capital by way of distribution, pursuant
          to Section 30.3 of the Companies Law, provided always that the Court's
          approval therefor has been obtained.

45.  If at any time the share capital of the Company is divided into different
     classes, then:

     45.1 The Company may, by Resolution of the General Meeting, vary the rights
          attached to any class of Shares on the Company's stamp or its printed
          name (unless otherwise determined in the terms of issue of the Shares
          of such class) after obtaining a consent in writing of the Holders of
          the majority of the issued Shares of that class, or with the approval
          of a Resolution duly passed at a Class Meeting of the Holders of such
          class of Shares. For the purpose of this Article, any change in the
          Articles affecting the rights of a class of Shares shall be considered
          as a variation in the rights attached to the Shares of that class.

     45.2 Where pursuant to the provisions of the Companies Law or the
          provisions of these Articles, Meetings of Class Shareholders must be
          held, then the provisions of these Articles relating to the General
          Meeting shall, mutatis mutandis, apply to those Meetings.

                                 GENERAL MEETING

     CONVENING OF A GENERAL MEETING

46.  A General Meeting of the Company shall be held once in every year at such
     time, not being more than fifteen (15) months after the holding of the last
     preceding General Meeting, and at such place as may be prescribed by the
     Board of Directors provided it is in Israel.

47.  47.1 The Board of Directors will convene a Special Meeting on receipt of a
          written request from any of:

          47.1.1 two (2) Directors or twenty-five percent (25%) of the total
               number of, Directors;

          47.1.2 one (1) or more Shareholders, holding at least five percent
               (5%) of the issued Share Capital and at least one percent (1%) of
               the Shareholders' voting power; or

          47.1.3 one (1) or more Shareholders holding no less then five percent
               (5%) of the Company's issued voting Shares.

     47.2 The Board of Directors being so required to convene a Special Meeting
          as aforesaid, shall convene it at a time which is at least twenty-one
          (21) days, but not longer than thirty-five (35) days, after the date
          of the notice of the convening of a General Meeting. In the event the
          Board of Directors does not convene a Special Meeting within the said
          period of time, those submitting the requisition - or part of them
          representing more than one half (1/2) of the voting rights of all of
          them - may convene the Meeting themselves in a manner which is as
          close as possible to the manner in which General Meetings are convened
          by the Board of Directors, provided that a meeting so convened shall
          not be held after the passing of three (3) months from the date the
          requisition was submitted.


                                     - 11 -
<PAGE>


     47.3 subject to the provisions of the Companies Law, a notice to a
          Shareholder regarding a General Meeting will be served as a general
          notice to all Shareholders, by publication in two daily Hebrew
          newspapers appearing in Israel. Such notice will not be served to the
          Shareholders individually.

49.  Notwithstanding the provisions of these Articles, any Resolution may be
     passed by the General Meeting without notice and without it being convened,
     provided that such Resolution is passed unanimously in writing and signed
     by all Shareholders (or all the Holders of a given Class of Shares)
     entitled to participate in and vote at the General Meeting (or at such
     Class Meeting).

                          POWERS OF THE GENERAL MEETING

50.  Resolutions of the Company in the following matters shall be passed only by
     and at the General Meeting.

     50.1 The appointment of the Company's Auditor, the terms of his employment
          (except for fixing his fees) and the termination of his employment
          pursuant to the provisions of Sections 154-167 of the Companies Law.

     50.2 The approval of acts and transactions with interested parties
          requiring the approval of the General Meeting according to Sections
          255 and 268 to 275 (inclusive) of the Companies Law.

     50.3 All the matters which according to these Articles or the Companies Law
          require the passing of a Resolution by the Company's General Meeting,
          including:

          50.3.1 Any Resolution relating to alterations in the Company's
               Articles pursuant to Section 20 of the Companies Law.

          50.3.2 Any Resolution relating to contracting for the sale of the
               Company's principal activities and/or its principal holdings in
               other companies and/or a Resolution for the sale of a material
               asset or property of the Company to any person and/or other
               entity.

          50.3.3 Any Resolution for the merger of the Company with any person,
               company or other entity as set out in Section 320 of the
               Companies Law.

          50.3.4 Any Resolution for the liquidation of the Company, whether
               voluntarily or by way of application to the Court and/or the
               liquidation of the Company's business or activity


                                     - 12 -
<PAGE>


          50.3.5 Expropriation of powers of another of the Company's organs or
               the transfer thereof from one organ to another.

          50.3.6 Exercising the powers of the Board of Directors when the Board
               of Directors is unable to exercise its powers as set out in
               Section 52(a) of the Companies Law, and in such event the
               Shareholders shall, mutatis mutandis, be responsible for and
               bound by the responsibilities and duties of the Directors as
               regards the exercise of such powers taking into account their
               holdings in the Company and participation in the Meetings and the
               manner of their voting as set out in Section 50(b) of the
               Companies Law.

          50.3.7 Conversion of the Company to a public company.

          50.3.8 Increasing or reducing the Company's authorized share capital.

          50.3.9 Altering the rights attached to Shares or any Class of Shares.

                         PROCEEDINGS AT GENERAL MEETINGS

     LEGAL QUORUM

51.  Two (2) Members present at a General Meeting personally or by proxy or by a
     Voting Instrument or if a Member be a corporation - by a representative or
     proxy - and holding together a number of Shares entitling them to at least
     25% (twenty-five percent) of the voting rights in the Company will
     constitute a legal quorum, and no matter is to be discussed at any General
     Meeting unless a legal quorum is present at the time of commencement of the
     discussion.

52.  If after the passing of half an hour from the time set for the General
     Meeting a legal quorum is not present, the Meeting will be canceled if
     convened by a requisition of Members pursuant to Sections 63 and 64 of the
     Companies Law. In any other event the Meeting shall be adjourned for one
     week to the same day in the week, the same time and at the same place, or
     to such other day, time, and place as the Board of Directors shall
     determine by notice to the Members entitled to receive invitations to
     General Meetings. In the event that at the adjourned meeting a legal quorum
     is not present within half an hour after the time set therefore the Meeting
     shall be held with any number of participants who may discuss all the
     matters for which the first meeting was convened.

     CHAIRMAN OF THE GENERAL MEETING

53.  53.1 The Chairman of the Board of Directors shall preside as Chairman at
          every General Meeting.

     53.2 If the Board of Directors has no Chairman or if at any General Meeting
          he is not present within fifteen (15) minutes after the time set for
          holding the Meeting or although present is unable or unwilling to act
          as Chairman of the Meeting, the Members present, personally or by
          proxy, shall elect one (1) of the persons present, whether he is a
          member or a proxy for a member, to act as Chairman of the Meeting.


                                     - 13 -
<PAGE>


54.  For as long as there is no Chairman of the Meeting, no matter is to be
     discussed at the General Meeting except for the election the Chairman.

55.  The Chairman may, with the consent of any Meeting at which a legal quorum
     is present adjourn the Meeting from time to time and from place to place as
     the meeting shall resolve and he shall be obliged to do so if so directed
     by the General Meeting. When a Meeting is adjourned for twenty-one (21)
     days or more, notice of the adjourned Meeting shall be given in the same
     manner in which a notice of an original Meeting is given. Subject to the
     provisions of Article 56.1, the adjourned meeting shall not discuss any
     matters other than the matters on the agenda of the original meeting in
     respect of which no resolution was passed.

     AGENDA AT GENERAL MEETING

56.  56.1 Resolutions at the General Meeting shall be passed only on subjects
          set out in the Agenda unless a majority of the Shareholders present
          and participating at that Meeting have requested that a certain
          subject which was not specified in the Agenda in the invitation also
          be discussed at that meeting.

     56.2 Any Shareholder may at any time request the Board of Directors to
          include any given subject in the Agenda for a General Meeting to be
          convened in the future, provided that the subject is suitable for
          discussion at a General Meeting.

     56.3 The Board of Directors may submit to the approval by the General
          Meeting any Resolution in connection with any of the matters specified
          in the notice for convening the meeting.

                                VOTES OF MEMBERS

     VOTING

57.  Each Member entitled to be present and vote at the General Meeting or Class
     Meeting may vote either personally or by proxy. A Shareholder will have the
     right, where permitted or required by provisions of the Law relating to
     Voting Instruments, to vote by a Voting Instrument as an alternative to
     voting in person or by Proxy. In all applicable cases, the Voting
     Instrument will be sent to Shareholders before the applicable General
     Meeting no later then the time required in the Law.

58.  Subject to any special rights or limitations which will be in force at that
     time in relation to any given class of Shares (if any), every Member
     present personally or by proxy or by a Voting Instrument shall have one
     vote for each fully paid up Share held by him without taking into account
     its par value, provided always that such Share entitles the Holder thereof
     the right to participate in voting.

59.  A proposed Resolution presented for voting at a General Meeting shall be
     passed by poll. The declaration by the Chairman that a certain Resolution
     was passed unanimously or passed by a certain majority or rejected, and the
     recording thereof in the Register of Minutes of the General Meetings of the
     Company, and the Chairman's signature on the Minutes shall constitute prima
     facie evidence of that fact.


                                     - 14 -
<PAGE>


60.  Every Resolution of the Company in General Meeting shall be deemed duly
     passed if passed by a simple majority of the Members present and voting
     unless another majority is required by the Companies Law or by these
     Articles.

61.  In the event of equality of votes, the Chairman of the Meeting in which the
     voting took place shall not be entitled to any additional or casting vote
     in addition to the vote or votes to which he is entitled as a Member or as
     a proxy of a Member.

     VOTING BY PROXY

62.  The Instrument appointing a proxy or a power of attorney, whether for a
     specific Meeting or otherwise, shall be in writing, signed by the appointer
     or by the person duly authorized for that purpose and shall be as similar
     to the following form as circumstances allow, or in any other form approved
     from time to time by the Board of Directors:

          "To: G. WILLI-FOOD INTERNATIONAL LTD.

          I, ______ of ______, being a Member of your company and entitled to
          ______ votes hereby appoint ______ of ______ as my proxy to vote for
          me and on my behalf at the (Annual or Special) General Meeting of the
          Company to be held on the ______ day of ______ and at any adjournment
          thereof.

          In witness whereof I have signed this ______ day of ______"

63.  Any person, whether or not a Shareholder of the Company, may be appointed
     as Proxy.

64.  Any Shareholder may, by duly executed power of attorney, appoint any other
     person, whether or not a Shareholder of the Company, to act as his
     representative in General Meetings, and such representative shall be
     entitled to exercise at any Meeting such powers, for the Shareholder
     represented by him, as if the representative was the Shareholder personally
     present at that Meeting.

65.  A company being a Shareholder in the Company may by Resolution of its Board
     of Directors, authorize any person, whether or not he is a Member of the
     Company, to act as that company's representative at any Meeting of the
     Company, and such representative shall be entitled to exercise all such
     powers on behalf of the company represented by him as if he were the
     Shareholder personally present at that meeting. The Resolution shall be
     evidenced by Minutes or such other documents as shall be approved by the
     articles of the authorizing company, or by a certified copy of those
     Minutes or that document, duly confirmed to the satisfaction of the Board
     of Directors, and for that purpose confirmation by an advocate or notary or
     bank shall be deemed proper confirmation.

66.  The Instrument appointing a proxy and the power of attorney or other
     authority, if any, under which it is signed or a certified copy of such
     power of attorney or authority or document, certified by a notary or an
     advocate or a bank authorizing any person to act as representative of a
     company being a Member of the Company, shall be deposited at the Registered
     Office of the Company not less than forty-eight (48) hours before the time
     for holding the Meeting at which the person named in the Instrument
     proposes to vote, and in default such person shall not be entitled to vote
     by virtue thereof.


                                     - 15 -
<PAGE>


67.  If a proxy or representative has voted in accordance with the terms of his
     appointment, his vote will be valid, even if his appointment was cancelled
     or the appointer died or the Share by virtue of which he voted was
     transferred before the voting, unless prior thereto a notification in
     writing of the death, cancellation or transfer as above was received at the
     Registered Office or by the Chairman of the Meeting.

68.  A Member of unsound mind or a Member declared to be incapable of voting by
     a court having jurisdiction in the matter of unsound persons may
     participate in voting and vote through his guardian or his committee of
     guardians or any other person appointed by any of them.

69.  In the case of two (2) or more Holders registered in the Shareholders
     Register as joint Holders of Shares, the vote of the senior who tenders a
     vote, whether in person or by proxy, shall be accepted to the exclusion of
     the votes of the other joint Holders; and for this purpose seniority shall
     be determined by the order in which the names stand in the Register of
     Members.

                   REGISTER OF MINUTES OF THE GENERAL MEETING

70.  The Company will prepare Minutes of the proceedings of the General Meeting,
     have them signed by the Chairman of each such Meeting, and shall keep them
     at the Registered Office of the Company for a period of at least seven (7)
     years from the date of each Meeting.

71.  The Register of the Minutes of the General Meeting/Meetings shall be
     available for inspection by the Members and a copy of the Minutes of any
     given General Meeting shall be sent to any Shareholder requesting it.

                             THE BOARD OF DIRECTORS

     THE NUMBER OF DIRECTORS, THEIR APPOINTMENT TO OFFICE AND THE TERMINATION
     THEREOF.

72.  The number of members of the Board of Directors shall be determined from
     time to time in the General Meeting and shall not be less than four (4)
     and, for as long as the General Meeting has not determined otherwise, the
     number shall not exceed fifteen (15). Two of the Directors shall be
     External Directors, as provided in Article 94 below. A corporation is
     qualified to serve as a Director of the Company subject to the provisions
     of Section 236 of the Companies Law. The Members of the Board of Directors
     for the time being shall constitute the Company's Board of Directors and if
     there is only one Director, he shall constitute the Board of Directors.

73.  Directors will be elected annually by the Shareholders at the Annual
     Meeting. Directors will hold office until the conclusion of the next Annual
     Meeting or until their earlier removal or resignation. However, if no
     Directors are elected at an Annual Meeting, then the persons who served as
     Directors immediately prior to the Annual Meeting will continue to serve as
     Directors unless otherwise determined by the Annual Meeting or by the
     Board. Except as provided in Article 94 below regarding External Directors,
     Directors will be eligible for re-election.


                                     - 16 -
<PAGE>


74.  A person nominated by the Board of Directors may be elected at the Annual
     Meeting or a General Meeting to the office of Director. However, a
     Shareholder entitled to vote at that Annual Meeting or General Meeting may
     nominate a candidate for Director by submitting a written notice to the
     Company at the Registered Office, no earlier than twenty-one (21) before
     the meeting, signed by the Shareholder of his intention to propose at that
     meeting a candidate for Director to which is attached the written consent
     and resume of such nominee.

75.  The Board of Directors will have the power to appoint additional Directors
     to fill a vacant place only if the number of Directors will not exceed a
     number of Directors approved at a General Meeting. Any Director so
     appointed will hold office until the conclusion of the next Annual Meeting,
     unless he is removed or resigns earlier. A Director will state the reasons
     for his resignation.

76.  If the number of Directors is reduced below two (2), the Board may not
     continue to act, except for the purpose of convening a General Meeting.

77.  omitted.

78.  Subject to the provisions of these Articles, the office of a Director shall
     be ipso facto vacated upon the happening of any of the following events:

     78.1 If he has resigned from his office and has delivered a notice thereof
          to the Company or to the Chairman of the Board of Directors;

     78.2 If removed from office by the Shareholder who had appointed him;

     78.3 Upon his death;

     78.4 If he suspends payment of his debts and becomes insolvent or if he
          compounds with his creditors or is adjudged bankrupt, or, in the case
          of a corporation, resolves to enter into voluntary liquidation; or if
          an order for its liquidation is issued.

     78.5 If he be declared of unsound mind or in any other manner is declared
          to be an incapacitated person;

     78.6 If the General Meeting, by unanimous resolution, appropriates to
          itself, the power to appoint Directors as aforesaid in Article 73
          hereinabove, or if removed from office by resolution of the General
          Meeting;

     78.7 If convicted of a felony as set out in Section 232 of the Companies
          Law;

     78.8 By resolution of a court as set out in Section 233 of the Companies
          Law.

79.  Every Member of the Board of Directors shall serve in office until his
     appointment is terminated pursuant to these Articles or until the date set
     out for termination (if set out), in his Instrument of Appointment.

80.  Upon a place on the Board of Directors becoming vacant, the remaining
     Members of the Board of Directors may act and shall continue to constitute
     the Board of Directors for so long as their number is not less than the
     minimum number of Members of the Board of Directors as set out in Article
     72 above.


                                     - 17 -
<PAGE>


81.  Subject to the provisions of Article 72 above, a Member of the Board of
     Directors who has ceased to serve in office, will be eligible for
     re-appointment.

     A DIRECTOR WHO IS AN INTERESTED PARTY

82.

     82.1 A Director may hold (and will not be disqualified by reason thereof)
          any position or office yielding remuneration or profit from the
          Company or from a company which is a Shareholder or otherwise
          interested in the Company, or from any other company in which the
          Company shall be a Shareholder or as otherwise interested (hereinafter
          the "Interested Director"), and may also contract with the Company as
          vendor, purchaser or otherwise, and any transaction made for and on
          behalf of the Company in which such Director is in any way interested,
          shall not be invalid nor shall such Director be liable to account to
          the Company for any profit arising from the position or office which
          yields such remuneration or profit accruing from such transactions
          solely by virtue of such Director holding the office of a Director in
          the Company, provided that he acted in this matter according to the
          provisions of Article 82.2 and the provisions of Sections 270 to 278
          of the Companies Law.

     82.2 An Interested Director will disclose the substance of his interest at
          the Meeting of the Board of Directors at which such contract or
          arrangement, if then existing, is first raised for discussion, or in
          any other case at the first Meeting of the Board of Directors after
          the acquisition of his interest. A general notice by a Director that
          he is a member in a given firm or company and that he is considered as
          having an interest in all transactions made with such firm, shall be
          deemed sufficient disclosure pursuant to this Article as relates to
          such Interested Director and to such transactions.

83.  Subject to the provisions of Section 278 of the Companies Law and of these
     Articles, an Interested Director may, notwithstanding his interest, be
     counted in a quorum of a Meeting of the Board of Directors, participate in
     the discussion thereat and may vote on every question which may be
     considered and voted upon thereat; provided that the vote of an Interested
     Director on any questions in respect of which he has an interest shall be
     deemed void ab initio if he failed to disclose his interest as aforesaid.

     ALTERNATE DIRECTOR

84.

     84.1 A Director (except for an External Director) may appoint any person to
          be his alternate director (herein, "Alternate Director"), either
          generally or for a specific period of time, or during the continuance
          of any specific state of affairs, provided that such Alternate
          Director complies with the qualification requirements for appointment
          to be a Director of the Company according to these Articles and to the
          Companies Law. A person already serving as a Director of the Company
          (or as an Alternate Director) cannot be appointed as an Alternate
          Director.


                                     - 18 -
<PAGE>


     84.2 The appointment shall be made by an Instrument of Appointment in
          writing signed by both the appointer and appointee.

     84.3 The Instrument of Appointment may impose such limitations and
          qualifications on the Alternate Director as to time or otherwise as
          the appointer may deem fit, but subject thereto an Alternate Director
          shall be entitled to receive notices of Meetings of the Board of
          Directors, and to attend and vote thereat provided that an Alternate
          Director shall not vote at any Meeting of the Board of Directors at
          which the Director who had appointed him is present. Furthermore, an
          Alternate Director shall have and exercise all the rights and powers
          and privileges as a Director and shall have all the obligations
          imposed by law and by these Articles, excluding the power to appoint a
          substitute, and he shall be authorized to exercise them in lieu of the
          Director whom he replaces.

     84.4 The Instrument of Appointment will be as similar as circumstances
          permit to the following form:

          "I ____________ of ____________ as a Member of the Board of Directors
          of ____________ hereby appoint ____________ of to be my alternate
          member on the Board of Directors (for the period of whatsoever absence
          of mine from Israel/for the period of ____________ which will commence
          on the ____________ day of the month of ____________, ____________ to
          participate in and to vote at any Meeting of the Board of Directors,
          to have all rights, authorities and privileges as a Member of the
          Board of Directors and to use them in accordance with Article 84 of
          the Articles of Association of the Company.

          In witness whereof I have signed this ____________ day of the month of
          ____________ , ____________.

          ____________ signature of appointer.

          And I the appointee mentioned above, hereby confirm my consent to
          accept the abovementioned appointment and to serve as alternate member
          of the Board of Directors in the abovementioned Company.

          ____________ signature of appointee.

     84.5 The appointment of an Alternate Director shall take effect as of the
          time of delivery to the Registered Office of the Instrument of
          Appointment or as of such time as will be specified in the Instrument
          of Appointment.

85.  A Director who has appointed an Alternate Director may at any time
     terminate the appointment of such Alternate Director by an Instrument in
     writing duly signed by the Director who appointed him (hereinafter in this
     Article, the "Instrument of Removal"). The office of Alternate Director
     shall be vacated as of the time of delivery of the Instrument of Removal to
     the Registered Office or as of such time as will be specified in the
     Instrument of Removal.


                                     - 19 -
<PAGE>


86.  The Office of an Alternate Director will ipso facto be vacated upon the
     happening of any of the following events:

     86.1 Upon the happening of one of the events specified in Article 78 above.

     86.2 If his appointment was made for a specified period of time or for the
          continuation of any specific state of affairs, and such period of time
          or state of affairs has come to an end.

     86.3 If the Director who appointed him ceases to be a Member of the Board
          of Directors of the Company.

87.  Every Member of the Board of Directors of the Company, whether or not he is
     a Shareholder in the Company, is entitled to be present at the General
     Meetings of the Company and to participate in the deliberations thereat,
     but shall not be entitled to vote thereat unless otherwise empowered to do
     so, whether as a Shareholder or as the proxy of a Shareholder.

88.  A Member of the Board of Directors as well as an Alternate Director shall
     not be obliged to hold a qualifying share.

     REMUNERATION AND REIMBURSEMENT OF EXPENSES

89.  89.1 The Company may pay remuneration to the Directors and to the Alternate
          Directors for the services rendered by them to the Company as
          Directors or as Alternate Directors as shall be determined from time
          to time by the General Meetings of the Company in accordance with and
          subject to the provisions of the Law.

     89.2. A Director may be an employee of the Company and/or provide the
          Company with services for consideration, all as subject to the
          provisions of these Articles.

     89.3 The Board of Directors may approve and pay to each Director or
          Alternate Director such amount as the Board of Directors will deem
          appropriate compensation for travel and hotel expenses outlaid by him
          for the purpose of participating in the Meetings of the Board of
          Directors and for such other expenses incurred by him in the
          performance of his duties as a Director or Alternate Director.

     89.4 A Director may, subject to the provisions of these Articles, fulfil
          another function or any other paid position in the Company or in any
          other company in which the Company holds shares or has any other
          interest, together with his functions as a Director (excluding the
          position of an Auditor) on such terms in respect of remuneration and
          other matters as the Board of Directors shall determine.

                        POWERS OF THE BOARD OF DIRECTORS

     MANAGEMENT OF THE COMPANY'S AFFAIRS

90.  The Company's affairs will be managed by the Board of Directors which will
     be empowered to exercise all such authority and powers of the Company,
     perform in its name and on its behalf all such actions as the Company is
     authorised to perform according to these Articles or according to the Law
     and/or according to the Companies Law and/or any other law which, pursuant
     to the Law and/or these Articles, are not prerogatives vested in the
     Company in General Meeting, but always subject to the provisions of the Law
     and these Articles as well as to such Articles which the Company may
     determine from time to time in General Meeting. Any Article determined by
     the Company in General Meeting shall not prejudice the legality of any
     previous act performed by the Board of Directors which was then legal and
     legitimate if such Article had not been determined.


                                     - 20 -
<PAGE>


     BORROWING AND ISSUING SECURITY FOR REPAYMENT THEREOF

91.  91.1 Without derogating from the powers granted to the Board of Directors
          by the Companies Law and by these Articles, the Board of Directors
          may, at its discretion, from time to time and for the needs of the
          Company, determine to borrow and/or obtain other credit facilities in
          any amount and to secure the repayment thereof as it will deem fit.

     91.2 The Board of Directors may secure the repayment of such sum or sums,
          the borrowing of which it has initiated, in such manner and on such
          terms as it shall deem fit either by mortgage, charge or other
          security on the Company's undertakings or on its property, in whole or
          in part (both existing and future) including the share capital which
          is, at that time, uncalled.

     BUSINESS MANAGER/GENERAL MANAGER

92.  92.1 Subject to these Articles and the Law, the Board of Directors will
          from time to time appoint a General Manager for such period, on such
          terms and with such powers as the Board may determine. The appointment
          of a General Manager is subject to the approval of a General Meeting.
          The compensation of the General Manager may be by salary or any other
          consideration as determined by the Board and approved by a General
          Meeting.

     92.2 A General Manager will be subject to the provisions of any contract
          between him and the Company, the terms of which will be approved by
          the Board of Directors and by the General Meeting, as required by the
          Law.

     92.3 The General Manager may hold, while he is General Manager, the office
          of a Director, if he is elected or appointed in accordance with the
          provisions of these Articles. If so elected the General Manager is
          subject to the same provisions as resignation and removal as the other
          Directors. In regard to his position as General Manager, the General
          Manager will be appointed as provided in Article 92.1 above and may be
          removed by the Board of Directors. If he ceases to hold the office of
          General Manager for any reason and at that time he serves as a
          Director, he will immediately cease to be a Director. In any case, if
          the General Manager does not serve as a Director, he will be entitled
          to participate in any Board meeting.

     92.4 Subject to the supervision of the Board of Directors, the General
          Manager may exercise all powers of the Company and do on behalf of the
          Company all acts as may be exercised and done by the Company and that
          are not by the Law or by these Articles required to be exercised or
          done by other Company bodies. No resolution made by a General Meeting
          will invalidate any prior act of the General Manager that would have
          been valid if such resolution had not been made.


                                     - 21 -
<PAGE>


     92.5. Subject to applicable law and the specific or general approval of the
          Board, the General Manager may delegate any of his powers to another
          person.

     92.6 The General Meeting and/or the Board of Directors may assume powers
          granted under these Articles or by law to the General Manager,
          provided that such decision to assume power specifies the matters and
          time period for which such powers are assumed.

                PROCEEDINGS AT MEETINGS OF THE BOARD OF DIRECTORS

     CHAIRMAN OF THE BOARD OF DIRECTORS

93.  The Board of Directors will elect one of its members as Chairman of the
     Board of Directors who will chair and manage the Meetings of the Board of
     Directors, and will determine the period for which he is to hold office.

     EXTERNAL DIRECTORS

94.  94.1 The Board of Directors will include at least two (2) External
          Directors complying with the qualifications described in the Law.

     94.2 An External Director will be appointed by a majority vote at a General
          Meeting, provided that:

          94.2.1 The majority vote at the General Meeting will include at least
               one-third (1/3) of the total number of the votes of the
               non-controlling Shareholders voting at the meeting. For the
               purposes of this Article, abstentions will not be taken into
               consideration in counting the total number of the non-controlling
               Shareholders; and

          94.2.2 The total number of non-controlling Shareholders voting against
               the resolution appointing an External Director is not more than
               one percent (1%) of the overall voting rights in the Company.

     94.3 The compensation and indemnification of expenses of External Directors
          will be in accordance with the applicable provisions of the Law.

     94.4 An External Director will be appointed for a period of three (3) years
          and his office may be extended by a resolution of the General Meeting
          for an additional three (3) years. An External Director may be removed
          from his office only in accordance with the applicable provisions of
          the Law.


                                     - 22 -
<PAGE>


     MEETINGS OF THE BOARD OF DIRECTORS AND THE PROCEEDINGS THEREAT

95.  The Board of Directors will convene in accordance with the needs of the
     Company. However, the Board will meet at least once every three (3) months.

96.  The majority of the members of the Board of Directors then in office shall
     constitute a legal quorum in any Meeting of the Board of Directors. If,
     within thirty minutes of the time appointed for the holding of a Meeting of
     the Board of Directors, no legal quorum is present, the Meeting shall be
     adjourned until the same day of the week in the following week, at the same
     time and at the same place, and if no legal quorum is present at the
     adjourned Meeting, the members of the Board of Directors present at such
     adjourned Meeting shall constitute a legal quorum and as long as it is not
     unanimously resolved by all the Directors present, the adjourned meeting
     may only discuss those matters which were to be discussed at the meeting
     previously adjourned.

97.  A Meeting of the Board of Directors may take place by means of any form of
     communication provided always that all the participating Directors may
     simultaneously hear and communicate with each other.

98.  A Meeting of the Board of Directors at which a legal quorum is present will
     be authorised to exercise each and every one of the authorities, powers and
     discretions vested in the Board of Directors in general or which may be
     exercised by it at such time, by virtue both of the Companies Law and these
     Articles.

99.  The Chairman of the Board of Directors may, at any time, convene a Meeting
     of the Board of Directors and shall be obliged to convene such Meeting if
     required to do so by a Director, and this within three (3) business days
     from the date on which he was required to do so.

100. 100.1 A notice in writing of at least three (3) business days of the
          convening of any Meeting of the Board of Directors will be delivered
          to the Members of the Board of Directors, as well as to Alternate
          Directors then present in Israel.

     100.2 Notices under this Article may be delivered in person or by mail or
          by facsimilia or by electronic mail to any Member of the Board of
          Directors as well as to any Alternate Director as the case may be, to
          his address as recorded in the Company's Register of Members of the
          Board of Directors and/or Alternate Directors. The notice will specify
          the date and place of convening the Meeting as well as giving
          reasonable details of all the issues on the agenda.

101. Notwithstanding the provisions of the preceding Article 100, the Board of
     Directors may, with the unanimous consent of all the Directors then in
     office, convene a Meeting without any prior notice or by lesser notice.

102  If, in error, notice of any Meeting of the Board of Directors is not
     delivered to a Director or Alternate Director, it shall not affect the
     validity of any resolution passed at that Meeting.

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<PAGE>


103. If a Chairman of the Board of Directors has not been elected, or if he is
     not present within fifteen minutes of the time appointed for holding a
     Meeting, the Directors then present may chose one of their number to act as
     Chairman at that Meeting.

104. In voting at a Meeting of the Board of Directors, each Director shall have
     one vote. Resolutions of the Board of Directors shall only be passed by a
     simple majority of the Directors and of the duly appointed Alternate
     Directors present and voting at that Meeting.

     In the event that the voting on any resolution is equal, then such proposal
     shall be deemed rejected and the Chairman of the Board of Directors shall
     not have an additional or casting vote.

105. The Board of Directors may pass resolutions without actually convening
     provided that all Directors entitled to participate in the discussion and
     to vote on the matter to be discussed on the proposed resolution, have
     agreed thereto, and in such case the Chairman of the Board of Directors
     will prepare minutes of the resolutions as aforesaid and will add thereto
     the signatures of the Directors.

106. A resolution in writing signed by all the Directors (or Alternate
     Directors) or by all the Members of a Directors Committee (or their
     Alternates) or a resolution in writing to which all the Members of the
     Board of Directors (or their Alternates) or to which all the Members of a
     Directors Committee (or their Alternates) have indicated their consent in
     writing, shall be valid and shall be deemed for all intents and purposes as
     if passed by a Meeting of the Board of Directors or by a Meeting of a
     Directors Committee, at a Meeting duly convened therefor.

     COMMITTEES OF THE BOARD OF DIRECTORS

107. Subject to the applicable provisions of the Law regarding matters that the
     Board may not delegate to a committee, the Board of Directors may delegate
     any of its powers to committees consisting of at least three (3) Directors,
     including at least one (1) External Director. Any committee so formed will
     in the exercise of its powers conform to any directions given to it by the
     Board.

108. A resolution passed or an action taken by a Directors Committee shall have
     the same validity as a resolution passed or an action taken by the Board of
     Directors unless otherwise specifically expressed in the resolution of the
     Board of Directors setting up such Directors Committee, whether in respect
     of a given matter or in relation to a given Committee. The Board of
     Directors may from time to time, extend, limit or revoke the delegation of
     powers to the Directors Committee, however such limitation or revocation of
     powers shall not affect the validity of any resolution in accordance with
     which the Company has acted towards any third party which was not aware of
     the limitation or revocation.

109. The Board of Directors will appoint an Audit Committee composed of at least
     three (3) Directors qualified under the Law and under all other applicable
     laws, regulations and rules to serve on the Audit Committee including all
     External Directors. The Audit Committee will act under a charter issued by
     the Board and according to the requirements of the Law and all other
     applicable laws, regulations and rules.



                                     - 24 -
<PAGE>


110. The provisions of these Articles relating to the convening of the Board of
     Directors and the proceedings thereat shall apply mutatis mutandis to the
     Directors Committees.

     MINUTES OF THE MEETINGS OF THE BOARD OF DIRECTORS AND THE DIRECTORS
     COMMITTEES

111. The Company shall cause minutes of the proceedings at the Meetings of the
     Board of Directors and of the Directors Committees to be prepared and will
     keep them at its Registered Office for a period of at least seven years
     commencing on the date of each Meeting.

112. Minutes approved and signed by the Chairman of the Meeting or by the
     Chairman of the Board of Directors shall constitute prima facie evidence of
     the contents of such Minutes.

     DEFAULTS IN CONVENING MEETINGS OF THE BOARD OF DIRECTORS OR THE DIRECTORS
     COMMITTEES

113. A resolution passed at a Meeting of the Board of Directors or of a
     Directors Committee for which the necessary preconditions of its convening
     have not been observed, may be revoked at the request of any one of the
     following:

     113.1 A Director present at the Meeting provided that before such
          resolution was passed, he demanded that the resolution in respect of
          which the default occurred, not be passed;

     113.2 A Director not present at a Meeting but who was entitled to be
          invited thereto, if he shall request the revocation of the resolution
          within a reasonable period of time of his having been made aware of
          the resolution, and in any event not later than the occurrence of the
          first Meeting of the Board of Directors or of the Directors Meeting
          which takes place after he has becomes aware of the resolution.

     113.3 If the defect in the notice relates to the place or time of the
          Meeting, a Director who, notwithstanding the defect arrived at the
          Meeting will not be entitled to demand the revocation of such
          resolution.

                          INSURANCE AND INDEMNIFICATION

114. 114.1 Subject to the provisions of the Law, the Company may exempt in
          advance any Director or Company officer from any liability to the
          Company attributed to damage or loss caused by breach of the
          Director's or officer's duty of care owed to the Company, except for
          such breach of duty of care in distribution.

     114.2 Subject to the provisions of the Law, the Company may procure
          Directors' and officers' liability insurance for the following:

          114.2.1 breach of duty of care by any Director or officer owed to the
               Company or any other person;

          114.2.2 breach of fiduciary duty by any Director or officer owed to
               the Company, provided that such Director or officer acted in good
               faith and had a reasonable basis to assume that the action would
               not harm the interests of the Company; or


                                     - 25 -
<PAGE>


          114.2.3 a monetary liability imposed on the Director or officer in
               favor of a third party due to activities carried out in his
               capacity as a Director or Company officer.

     114.3 Subject to the provisions of the Law, the Company may undertake
          retroactively to indemnify a Director or Company officer in respect of
          a liability or expense imposed on him or incurred by him as a result
          of an act carried out in his capacity as a Director or Company
          officer. Such indemnity may be issued in respect of a liability or
          expense as follows:

          114.3.1 a monetary liability imposed on the Director of officer in
               favor of a third party under a judgment, including a judgment by
               way of compromise or a judgment of an arbitrator approved by a
               court;

          114.3.2 reasonable litigation expenses, including attorney's fees,
               incurred by the Director or officer due to an inquiry he was
               under or a proceeding filed against him by an authority, that
               ended without filing a charge sheet and without having incurred
               any monetary liability as an alternative to the criminal
               proceedings, or that ended without filing a charge sheet but with
               an imposition of a monetary liability as an alternative to the
               criminal proceedings in a offense not requiring proof of criminal
               intent

          114.3.3 reasonable litigation expenses, including attorney's fees,
               incurred by the Director or officer or charged to him by the
               court, in a proceeding filed against him by or on behalf of the
               company or by any other person, or for a criminal charge from
               which he was acquitted or for a criminal charge in which he was
               found guilty of an offense not requiring proof of criminal
               intent.

     114.4 Subject to the provisions of the Law, the Company may undertake in
          advance to indemnify a Director or an officer in respect of a
          liability or expense imposed on him as a result of an act carried out
          in his capacity as a Director or officer, provided that the
          undertaking will be limited as follows:

          114.4.1 a monetary liability imposed on the Director of officer in
               favor of a third party under a judgment, including a judgment by
               way of compromise or a judgment of an arbitrator approved by a
               court. However, such undertaking will be limited to the kinds of
               events that in the Board's opinion are foreseeable at the time of
               the issue of the undertaking and will be limited to the amount
               fixed by the Board as reasonable under the circumstances, and
               that the kinds of events and the amount will be mentioned in such
               undertaking in writing.


                                     - 26 -
<PAGE>


          114.4.2 reasonable litigation expenses, including attorney's fees,
               incurred by the Director or officer due to an inquiry he was
               under or a proceeding filed against him by an authority, that
               ended without filing a charge sheet and without having incurred
               any monetary liability as an alternative to the criminal
               proceedings, or that ended without filing a charge sheet but with
               an imposition of a monetary liability as an alternative to the
               criminal proceedings in a offense not requiring proof of criminal
               intent.

          114.4.3 reasonable litigation expenses, including attorney's fees,
               incurred by the Director or officer or charged to him by the
               court, in a proceeding filed against him by or on behalf of the
               company or by any other person, or for a criminal charge from
               which he was acquitted or for a criminal charge in which he was
               found guilty of an offense not requiring proof of criminal
               intent.

                       SIGNATURE ON BEHALF OF THE COMPANY

115. Subject to the provisions of the Companies Law and of these Articles, the
     Board of Directors may authorize any person to act and sign on behalf of
     the Company, whether individually or jointly with another person, whether
     generally or for a specific purpose.

                    RESERVE FUND, DIVIDENDS AND BONUS SHARES

116. The Board of Directors may, before making any decision on the distribution
     of any dividend in respect of any financial year, set aside out of the
     profits of the Company, such sums as the Board of Directors may deem proper
     as a reserve fund or a general fund for any needs and purposes which the
     Board of Directors may determine at its discretion.

117. Subject to the provisions of the Companies Law, the Board of Directors may
     pass a resolution for the distribution of a dividend, including an interim
     dividend. The Board of Directors may also resolve that the dividend or
     interim dividend may be paid in whole or in part, either in cash or in kind
     by way of the distribution of other assets, including securities or in any
     other way at its discretion.

118. Unless otherwise determined in the terms of allotment of any Shares, the
     Board of Directors may, when declaring the distribution of dividends in
     respect of a given period, determine that the amount of dividends payable
     to the Holder of a given Share shall entitle him only to a proportionate
     amount of the dividends, taking into account the length of the period
     during which he held the Share as well as with regard to the dates of the
     respective payments made on account of the price of such Share (including
     premium) until the date of declaration.

119. No dividend shall be payable except out of the profits of the Company and
     no dividend shall carry interest as against the Company.

120. A transfer of Shares shall not pass the right to any dividend declared
     thereon before the registration of the transfer unless another instruction
     has been issued to the Company signed by the transferor and the transferee.


                                     - 27 -
<PAGE>


121. Except in the event where the requesting Shareholder has instructed
     otherwise, any dividend may be paid to him by a crossed cheque sent by
     registered mail to the address of such Shareholder or of the person
     entitled to receive it, or in the case of joint owners, to the person first
     mentioned in the Register of Shareholders in respect of the joint
     ownership. Every such cheque shall be drawn in favor of the person to whom
     it is mailed. The Company will not be liable or responsible in respect of
     any cheque lost in the mail, or in respect of any dividend lost by any
     Shareholder or any person entitled thereto, as a result of forged
     endorsement of any cheque, any fraudulent collection or by any other
     improper collection thereof.

122. The Shareholders entitled to a dividend shall be the Shareholders on the
     date on which the resolution for the distribution of the dividend is
     passed, or at a later date if such later date was specified in such
     resolution.

     ACCOUNTING, FINANCIAL STATEMENTS AND APPROVAL THEREOF

123. The Company will operate books of account and will prepare in respect of
     each year, statements which will include a balance sheet as at December
     31st (herein, the "Determining Date") and a profit and loss account for the
     year ending on that date, as well as any additional financial statements as
     may be required in accordance with generally accepted accounting
     principles. The financial statements will be approved by a Director or
     Directors and/or by the Board of Directors, and all that subject to the
     relevant provisions that will be determined (if determined) by the Minister
     of Justice and as set out in Section 172 (e) of the Companies Law. The
     financial statements will be prepared within nine months of the Determining
     Date. Section 173 (e) of the Companies Law will not apply to the Company.

     KEEPING THE FINANCIAL STATEMENTS AND INSPECTION THEREOF

124. The financial statements will be kept at the Registered Office for at least
     seven years from the date of their preparation and will be available for
     the inspection of the Members of the Board of Directors of the Company in
     office at that time and of those persons who are, at that time,
     Shareholders of the Company.

125. Subject to the provisions of the Companies Law, the Board of Directors
     shall, from time to time in any given event or class of events, or in
     general, determine whether and to what extent and at what times and places
     and under what conditions or regulations the accounts and books of the
     Company or any of them shall be open to the inspection of Members not being
     Directors. A Member, not being a Director, shall not have any right of
     inspecting any account or book or document of the Company except as
     conferred by law or authorized by the Board of Directors.

126. Not later than eighteen months after registration of the Company and,
     thereafter, not less than once each year, the Directors will submit to the
     General Meeting a financial statement including the balance sheet and a
     profit and loss account, prepared according to generally accepted
     principles of accounting for the period commencing on the date after the
     date of the previous financial statements, and in the event that this is
     the first set of financial statements, then for the period commencing on
     the registration of the Company. There shall be added to the financial
     statements, a report by the Auditor of the Company and shall be accompanied
     by a report by the Directors relating to the state of affairs of the
     Company and the amount (if any) which they recommend to be paid as a final
     dividend, and the amount (if any) they recommend to be transferred to the
     Company's reserves.


                                     - 28 -
<PAGE>


127. The Board of Directors may invest dividends unclaimed within a year after
     they have been declared, or use them for the benefit of the Company until
     such time as they are demanded.

128. Subject to the provisions of the Companies Law, the Board of Directors may
     resolve to allot Bonus Shares to Shareholders entitled thereto, and for
     that purpose, to convert into share capital part of the profits and/or of
     the premium on Shares and/or any other source including in the capital of
     the Company, all as set out in the Company's last financial statements. The
     Bonus Shares distributed shall be of the class of shares held by the
     Shareholders entitled to receive them, or of any other class of share as
     the Board of Directors shall resolve.

129. For the purpose of implementing any resolution pursuant to Article 128
     above, the Board of Directors may, at its absolute discretion, regulate in
     such manner as it shall deem proper, any difficulty which will arise (if at
     all) relating to such distribution and, in particular, may determine that
     fractions being less than NIS 1 (one New Israeli Shekel) will not be taken
     into account or that the amounts will be rounded up to a whole shekel in
     order to accommodate the rights of all parties in such manner as the Board
     of Directors will deem reasonable and just.

130. In any Annual Meeting, the Company will appoint an Auditor who will serve
     in office until the conclusion of the next succeeding Annual Meeting.
     However, the Annual Meeting may appoint an Auditor to serve in office for a
     longer period which will not exceed the conclusion of the third Annual
     Meeting after the Annual Meeting at which he was first appointed.

131. The remuneration of the Auditor for performing the audit will be determined
     by the Board of Directors.

132. The Auditor shall at all times have right to access and to inspect the
     Company's documents for the purpose of implementing his office, and shall
     have the right to demand from the Members of the Board of Directors and its
     Officers, all the information and explanations which may be required for
     the purpose of implementing the office of Auditor.

133. The Auditor shall be entitled to receive notice from the Company's Board of
     Directors, of any General Meeting of the Company at which financial
     statements in respect of which he has performed the audit are to be
     submitted, as well as notice of any Meeting of the Board of Directors which
     will discuss the approval of financial statements or which is convened
     pursuant to Section 169 of the Companies Law. The Auditor will also be
     entitled to be present at any General Meeting, or Meeting of the Board of
     Directors, or Meeting a Directors Committee dealing with this matter for
     the purpose of providing an explanation relating to the financial
     statements as he will deem proper.

     INTERNAL AUDITOR

134. The Board of Directors, subject to the recommendation of the Audit
     Committee, will appoint an Internal Auditor for the Company. Within the
     organizational structure of the Company the Internal Auditor will report to
     the General Manager. The Internal Auditor may only be removed or replaced
     in accordance with the applicable provisions of the Law.


                                     - 29 -
<PAGE>


135. The Internal Auditor will submit a yearly audit plan for the approval of
     the Audit Committee. The Internal Auditor will also submit a yearly account
     of his findings to the chairman of the Board of Directors, the General
     Manager and the chairman of the Audit Committee.

     INDEPENDENT PUBLIC ACCOUNTANTS

136. The Company will appoint Independent Certified Accountants at a General
     Meeting. The Independent Certified Accountants will hold office until the
     end of the next Annual Meeting. However, the Shareholders at a General
     Meeting may remove the Independent Certified Accountants or extend the term
     of appointment for up to three (3) years.

137. The fee of the Independent Certified Accountants will be set and approved
     by the Board of Directors and reported to the next Annual Meeting.

                                     NOTICES

138. Subject to other provisions in these Articles and to any requirements
     according to the Companies Law published and/or to be published by the
     Ministry of Justice in relation to the serving of notices by the Company to
     its Shareholders, the following provisions will apply:

     The Company may serve a notice to any Member either by personal delivery or
     by sending it by mail (airmail if posted abroad) by letter in an envelope
     or other cover, pre-paid and addressed, to such Member to his address in
     Israel as is recorded in the Shareholders Register, or by sending it to the
     facsimile or other electronic mail address recorded in such Register.

139. A Shareholder whose registered address is outside of Israel may, from time
     to time, notify the Company in writing of an address in Israel and such
     address shall be deemed as the registered address within the meaning of the
     previous Article.

140. Notices relating to Shares held jointly by several persons shall be
     delivered to such person whose name appears first in the Shareholders
     Register, and a notice so delivered shall be deemed sufficient notice to
     all such Shareholders.

141. A notice or document having been sent by mail, by facsimilia or by other
     electronic mail to a Member or deposited at his registered address pursuant
     to these Articles, then notwithstanding the fact that such Member has
     deceased, whether or not the Company was aware of his demise, shall be
     deemed properly delivered in relation to any registered shares whether held
     by such Member individually or jointly with other persons, until such time
     as another person will be registered in his place as the owner or joint
     owners of such Shares, and such delivery shall be deemed for all purposes
     of these Articles as sufficient delivery of the notice or the documents to
     the personal representative as well as to all other persons, if any,
     jointly interested with him in such Shares.

142. Accidental non-delivery of a notice to a Member regarding a Meeting, or
     non-receipt of such notice by a Member, will not derogate from the validity
     of any resolution passed at such Meeting.


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