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Exhibit 1.2

# THE COMPANIES LAW

# A COMPANY LIMITED BY
SHARES

# ARTICLES OF ASSOCIATION

# OF

# GILAT SATELLITE
NETWORKS LTD.

# AS AMENDED AND
RESTATED ON DECEMBER 27, 2005

# PRELIMINARY

1.        RESERVED

2.        Interpretation. (a)
In these Articles the words standing in the first           column of the table next
hereinafter contained shall bear the meaning set           opposite to them respectively
in the second column thereof, if not inconsistent           with the subject or context.

|The Company |  | Gilat Satellite Networks Ltd.
|------------ | - | -----------------------------

|The Law |  | The Companies Ordinance, the Companies Law, 1999 (the Companies
Law) and every other Israeli law in force concerning companies limited by shares
and affecting the Company.
|--------- | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|These Articles |  | These Articles of Association as originally drafted or as
altered from time to time by Ordinary Resolution.
|---------------- | - | -----------------------------------------------------------------------------------------------------------

|The Office |  | The current registered office of the Company.
|------------ | - | ---------------------------------------------

|Outside Director |  | Shall have the meaning set forth in Section 1 of the Companies
Law.
|------------------ | - | -------------------------------------------------------------------

|Office Holder |  | Shall have the meaning set forth in Section 1 of the Companies Law.
|--------------- | - | -------------------------------------------------------------------

|Ordinary Resolution |  | Shall have the meaning set forth in Article 28(a).
|--------------------- | - | --------------------------------------------------

|Year  and Month |  | A Gregorian month or year.
|------------------- | - | --------------------------

(b)       
          Unless otherwise defined in these Articles or required by the context, terms
          used herein shall have the meaning provided therefor under the Companies Law. To
          the extent that any terms or provisions in these Articles, referring to the
          Companies Ordinance, conflict with any of the terms or provisions of the
          Companies Law, the interpretation of such items as provided by the Companies Law
          shall prevail. To the extent that any provision under these Articles conflicts
          with any provision under the Memorandum of Association of the Company, the
          provision under these Articles shall prevail.

3.        Amendments.
These Articles may be amended or replaced at any time and           from time to time, if
such amendment or replacement is recommended by the Board           of Directors, by an
Ordinary Resolution, but in any other case by a resolution           approved by the
holders of at least seventy-five (75%) of the shares represented           at a General
Meeting and voted thereon.



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3A.       
          Purpose. The purpose of the Company is to engage in any legal occupation
          and/or business and/or activity. The Company may make reasonable donations for
          any proper cause.

# SHARE CAPITAL

4.       Share
Capital. (a) The authorized share capital of the Company is NIS           12,000,000
divided into 60,000,000 (sixty million) Ordinary Shares, par value           NIS 0.2 per
share.

(b)        The
Ordinary Shares all rank pari passu in all respects.

5.        Increase
of Authorized Share Capital. (a) The Company may, from time to           time, by
Ordinary Resolution, whether or not all the shares then authorized have           been
issued, and whether or not all the shares theretofore issued have been           called
up for payment, increase its authorized share capital. Any such increase           shall
be in such amount and shall be divided into shares of such nominal           amounts, and
such shares shall confer such rights and preferences, and shall be           subject to
such restrictions, as such Ordinary Resolution shall provide.

(b)       
          Except to the extent otherwise provided in such Ordinary Resolution, any new
          shares included in the authorized share capital increased as aforesaid shall be
          subject to all the provisions of these Articles which are applicable to shares
          of such class included in the existing share capital without regard to class
          (and, if such new shares are of the same class as a class of shares included in
          the existing share capital, to all of the provisions which are applicable to
          shares of such class included in the existing share capital).

6.        Special
Rights: Modification of Rights. (a) Without prejudice to any           special rights
previously conferred upon the holders of existing shares in the           Company, the
Company may, from time to time, by Ordinary Resolution, provide for           shares with
such preferred or deferred rights or rights of redemption or other           special
rights and/or such restrictions, whether in regard to dividends, voting,
          repayment of share capital or otherwise, as may be stipulated in such Ordinary
          Resolution.

(b) (i)        
         If at any time the share capital is divided into different classes of
          shares, the rights attached to any class, unless otherwise provided by these
          Articles, may be modified or abrogated by the Company, by Ordinary Resolution or
          the sanction of an Ordinary Resolution passed at a separate General Meeting of
          the holders of the shares of such class.

(ii)       
          The provisions of these articles relating to General Meetings shall, mutatis
          mutandis, apply to any separate General Meeting of the holders of the shares of
          a particular class, provided, however, that the requisite quorum at any such
          separate General Meeting shall be two or more shareholders present in person or
          by proxy and holding not less than one third (1/3) of the issued shares of such
          class.

(iii)       
          Unless otherwise provided by these Articles, the enlargement of an authorized
          class of shares, or shares, or the issuance of additional shares thereof out of
          the authorized and unissued share capital, shall not be deemed, for purposes of
          this Article 6(b), to modify or abrogate the rights attached to previously
          issued shares of such class or of any other class.

7.        Consolidation,
Subdivision, Cancellation and Reduction of Share Capital.          (a) The Company
may, from time to time, by Ordinary Resolution (subject,           however, to the
provisions of Article 6(b) hereof and to applicable law):

| | (i) | consolidate
and divide all or any part of its issued or unissued authorized                share
capital into shares of a per share nominal value which is larger than the
               per share nominal value of its existing shares;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | (ii) | subdivide
its shares (issued or unissued) or any of them, into shares of smaller
               nominal value than is fixed by the Memorandum of Association
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii) | cancel
any shares which, at the date of the adoption of such Ordinary                Resolution,
have not been taken or agreed to be taken by any person, and                diminish the
amount of its share capital by the amount of the shares so                cancelled; or
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iv) | reduce
its share capital in any manner, and with and subject to any incident
               authorized, and consent required, by law.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------

(b)       
          With respect to any consolidation of issued shares into shares of a larger
          nominal value per share, and with respect to any other action which may result
          in fractional shares, the Board of Directors may settle any difficulty which may
          arise with regard thereto, as it deems fit and, in connection with any such
          consolidation or other action which could result in fractional shares, may,
          without limiting its aforesaid power:

| | (i) | determine,
as to the holder of shares so consolidated, which issued shares shall                be
consolidated into a share of a larger nominal value per share.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii) | allot,
in contemplation of or subsequent to such consolidation or other action,
               shares or fractional shares sufficient to preclude or remove fractional
share                holdings;
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii) | redeem,
in the case of redeemable preference shares, and subject to applicable
               law, such shares or fractional shares sufficient to preclude or remove
               fractional share holdings;
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iv) | cause
the transfer of fractional shares by certain shareholders of the Company
               to other shareholders thereof so as to most expediently preclude or remove
any                fractional shareholdings, and cause the transferees of such fractional
shares to                pay the transferors thereof the fair value thereof, and the
Board of Directors                is hereby authorized to act in connection with such
transfer, as agent for the                transferors and tranferees of any such
fractional shares, with full power of                substitution, for the purposes of
implementing the provisions of this                sub-Article 7(b)(iv).
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

8.       Issuance
of Share Certificates, Replacement of Lost Certificates.(a)                Share
certificates shall be issued under the corporate seal of the Company and
               shall bear the signature of one Director, or of any person or persons
authorized                therefor by the Board of Directors.

| | (b) | Each
shareholder shall be entitled to one numbered certificate for all the
               shares of any class registered in his name, and if the Board of Directors
so                approves, to several certificates, each for one or more of such shares.
Each                certificate shall specify the serial numbers of the shares
represented thereby                and may also specify the amount paid up thereon.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

| | (d) | A
share certificate which has been defaced, lost or destroyed, may be replaced,
               and the Company shall issue a new certificate to replace such defaced,
lost or                destroyed certificate upon payment of such fee, and upon the
furnishing of such                evidence of ownership and such indemnity, as the Board
of Directors in its                discretion deems fit.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

9.        Registered
Holder. Except as otherwise provided in these Articles or the
               Statutes, the Company shall be entitled to treat the registered holder of
each                share as the absolute owner thereof, and accordingly, shall not,
except as                ordered by a court of competent jurisdiction, or as required by
statute, be                obligated to recognize any equitable or other claim to, or
interest in, such                share on the part of any other person.

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10.        Allotment
and Repurchase of Shares. (a) The unissued shares from time to                time
shall be under the control of the Board of Directors, who shall have the
               power to allot, issue or otherwise dispose of shares to such persons, on
such                terms and conditions (including inter alia terms relating to calls
set forth in                Article 12(f) hereof), and either at par or at a premium, or
subject to the                provisions of the Companies Law, at a discount and/or with
payment of                commission, and at such times, as the Board of Directors deems
fit, and the                power to give to any person the option to acquire from the
Company any shares,                either at par or at a premium, or, subject as
aforesaid, at a discount and/or                with payment of commission, during such
time and for such consideration as the                Board of Directors deems fit.

(b)        
          The Company may at any time and from time to time, subject to the Companies Law,
          purchase back or finance the purchase of any shares or other securities issued
          by the Company, in such manner and under such terms as the Board of Directors
          shall determine, whether from any one or more shareholders. Such purchase shall
          not be deemed as payment of dividends and no shareholder will have the right to
          require the Company to purchase his shares or offer to purchase shares from any
          other shareholders.

11.        Payment
in Installment. If pursuant to the terms of allotment or issue of                any
share, all or any portion of the price thereof shall be payable in
               installments, every such installment shall be paid to the Company on the
due                date thereof by the then registered holder(s) of the share or the
person(s) then                entitled thereto.

12.        Calls
on Shares. (a) The Board of Directors may, from time to time, as it                in
its discretion deems fit, make calls for payment upon shareholders in respect
               of any sum which has not been paid up in respect of shares held by such
               shareholders and which is not, pursuant to the terms of allotment or issue
of                such shares or otherwise, payable at a fixed time, and each shareholder
shall                pay the amount of every call so made upon him (and of each
installment thereof                if the same is payable installments) to the person(s)
and at the time(s) and                place(s) designated by the Board of Directors, as
any such times may be                thereafter extended and/or such person(s) or
place(s) changed. Unless otherwise                stipulated in the resolution of the
Board of Directors (and in the notice                hereafter referred to), each payment
in response to a call shall be deemed to                constitute a pro rata payment on
account of all the shares in respect of which                such call was made.

| | (b) | Notice
of any call for payment by a shareholder shall be given in writing to                such
shareholder not less than fourteen (14) days prior to the time of payment
               fixed in such notice, and shall specify the time and place of payment, and
the                person to whom such payment is to be made. Prior to the time for any
such                payment fixed in a notice of a call given to a shareholder, the Board
of                Directors may in its absolute discretion, by notice in writing to such
               shareholder, revoke such call in whole or in part, extend the time fixed
for                payment thereof, or designate a different place of payment or person
to whom                payment is to be made. In the event of a call payable in
installments, only one                notice thereof need be given.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) | If
pursuant to the terms of allotment or issue of a share or otherwise, an
               amount is made payable at a fixed time (whether on account of such share
or by                way of premium), such amount shall be payable at such time as if it
were payable                by virtue of a call made by the Board of Directors and for
which notice was                given in accordance with paragraphs (a) and (b) of this
Article 12, and the                provisions of these Articles with regard to calls (and
the non-payment thereof)                shall be applicable to such amount (and the
non-payment thereof).
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d) | Joint
holders of a share shall be jointly and severally liable to pay all calls
               for payment in respect of such share and all interest payable thereon.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | (e) | Any
amount called for payment which is not paid when due shall bear interest
               from the date fixed for payment until actual payment thereof, at such rate
(not                exceeding the then prevailing debitory rate charged by leading
commercial banks                in Israel), and payable at such time(s) as the Board of
Directors may prescribe.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (f) | Upon
the allotment of shares, the Board of Directors may provide for differences
               among the allottees of such shares as to the amounts and times for payment
of                calls for payment in respect of such shares.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

13.        Prepayment. With
the approval of the Board of Directors, any shareholder                may pay to the
company any amount not yet payable in respect of his shares, and                this
Board of Directors may approve the payment by the Company of interest on
               any such amount until the same would be payable if it had not been paid in
               advance, at such rate and time(s) as may be approved by the Board of
Directors.                The Board of Directors may at any time cause the company to
repay all or any                part of the money so advanced, without premium or
penalty. Nothing in this                Article 13 shall derogate from the right of the
Board of Directors to make any                call for payment before or after receipt by
the Company of any such advance.

14.        Forfeiture
or Surrender. (a) If any shareholder fails to pay an amount                payable by
virtue of a call, or interest thereon as provided for in accordance
               herewith, on or before the day fixed for payment of the same, the Board of
               Directors, may at any time after the day fixed for such payment, so long
as such                amount (or any portion thereof) or interest thereon (or any
portion thereof)                remains unpaid, forfeit all or any of the shares in
respect of which such                payment was called for. All expenses incurred by the
Company in attempting to                collect any such amount or interest thereon,
including, without limitation,                attorneys fees and costs of legal
proceedings, shall be added to, and                shall, for all purposes (including the
accrual of interest thereon), constitute                a part of, the amount payable to
the Company in respect of such call.

| | (b) | Upon
the adoption of a resolution as to the forfeiture of a shareholders
               share, the Board of Directors shall cause notice thereof to be given to
such                shareholder, which notice shall state that, in the event of the
failure to pay                the entire amount so payable by a date specified in the
notice (which date shall                be not less than fourteen (14) days after the
date such notice is given and                which may be extended by the Board of
Directors), such shares shall be ipso                facto forfeited, provided, however,
that, prior to such date, the Board of                Directors may nullify such
resolution of forfeiture, but no such nullification                shall stop the Board
of Directors from adopting a further resolution of                forfeiture in respect
of the non-payment of the same amount.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) | Without
derogating from Articles 54 and 59 hereof, whenever shares are forfeited
               as herein provided, all dividends, if any, theretofore declared in respect
               thereof and not actually paid shall be deemed to have been forfeited at
the same                time.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d) | The
Company, by resolution of the Board of Directors, may accept the voluntary
               surrender of any share.
| | --- | ---------------------------------------------------------------------------------------------------------------------

| | (e) | Any
share forfeited or surrendered as provided herein, shall become the property
               of the Company, and the same, subject to the provisions of these Articles,
may                be sold, re-allotted or otherwise disposed of as the Board of
Directors deems                fit.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (f) | Any
shareholder whose shares have been forfeited or surrendered shall cease to
               be a shareholder in respect of the forfeited or surrendered shares, but
shall,                notwithstanding, be liable to pay, and shall forthwith pay, to the
Company, all                calls, interest and expenses owing upon or in respect of such
shares at the time                of forfeiture or surrender, together with interest
thereon from the time of                forfeiture or surrender until actual payment, at
the rate prescribed in Article                12(e) above, and the Board of Directors, in
its discretion, may, but shall not                be obligated to, enforce the payment of
such moneys, or any part thereof. In the                event of such forfeiture or
surrender, the Company, by resolution of the Board                of Directors, may
accelerate the date(s) of payment of any or all amounts then                owing to the
Company by the shareholder in question (but not yet due) in respect                of all
shares owned by such shareholder, solely or jointly with another.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

15.        Lien.
(a) Except to the extent the same may be waived or subordinated in
               writing, the Company shall have a first and paramount lien upon all the
shares                registered in the name of each shareholder (without regard to any
equitable or                other claim or interest in such shares on the part of any
other person), and                upon the proceeds of the sale thereof, for his debts,
liabilities and                engagements to the Company arising from any amount payable
by such shareholder                in respect of any unpaid or partly paid share, whether
or not such debt,                liability or engagement has matured. Such lien shall
extend to all dividends                from time to time declared or paid in respect of
such share. Unless otherwise                provided, the registration by the Company of
a transfer of shares shall be                deemed to be a waiver on the part of the
Company of the lien (if any) existing                on such shares immediately prior to
such transfer.

| | (b) | The
Board of Directors may cause the Company to sell a share subject to such a
               lien when the debt, liability or engagement giving rise to such lien has
               matured, in such manner as the Board of Directors deems fit, but no such
sale                shall be made unless such debt, liability or engagement has not been
satisfied                within fourteen (14) days after written notice of the intention
to sell shall                have been served on such shareholder, his executors or
administrators.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) | The
net proceeds of any such sale, after payment of the costs thereof, shall be
               applied in or toward satisfaction of the debts, liabilities or engagements
of                such shareholder in respect of such share (whether or not the same have
               matured), and the residue (if any) shall be paid to the shareholder, his
               executors, administrators or assigns.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

16.        Sale
After Forfeiture or Surrender or in Enforcement of Lien. Upon any                sale
of a share after forfeiture or surrender or for enforcing a lien, the Board
               of Directors may appoint any person to execute an instrument of transfer
of the                share so sold and cause the purchasers name to be entered in
the Register                of Shareholders in respect of such share. The purchaser shall
be registered as                the shareholder and shall not be bound to see to the
regularity of the sale                proceedings, or to the application of the proceeds
of such sale, and after his                name has been entered in the Register of
Shareholders in respect of such share,                the validity of the sale shall not
be impeached by any person, and the remedy of                any person aggrieved by the
sale shall be in damages only and against the                Company exclusively.

17.        Redeemable
Shares. The Company may, subject to applicable law, issue                redeemable
shares and redeem the same.

18.        Conversion
of Shares into Stock. (a) the Board of Directors may, with the
               sanction of the shareholders previously given by Ordinary Resolution,
convert                any paid-up shares into stock, and may, with like sanction,
reconvert any stock                into paid-up shares of any denomination.

| | (b) | The
holders of stock may transfer the same, or any part thereof, in the same
               manner and subject to the same regulations, as the shares from which the
stock                arose might have been transferred prior to conversion, or as near
thereto as                circumstances admit, provided, however, that the Board of
Directors may from                time to time fix the minimum amount of stock so
transferable, and restrict or                forbid the transfer of fractions of such
minimum, but the minimum shall not                exceed the nominal value of each of the
shares from which such stock arose.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | (c) | The
holders of stock shall, in accordance with the amount of stock held by them,
               have the same rights and privileges as regards the minimum amount of stock
so                transferable, and restrict or forbid the transfer of fractions of such
minimum,                but the minimum shall not exceed the nominal value of each of the
shares from                which such stock arose.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d) | The
holders of stock shall, in accordance with the amount of stock held by them,
               have the same rights and privileges as regards dividends, voting at
meetings of                the Company and other matters as if they held the shares from
which such stock                arose, but no such right or privilege, except
participation in the dividends and                the profits of the Company, shall be
conferred by any such aliquot part of such                stack as would not, if existing
in shares, hace conferred that right or                privilege.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (e) | Such
of the Articles of the Company as are applicable to paid-up shares shall
               apply to stock, and the words share and shareholder (or
               member) therein shall include stock and
               stockholder.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# TRANSFER OF SHARES

19.        Registration
of Transfer. (a) No transfer of shares shall be registered                unless a
proper writing or instrument of transfer (in any customary form or any
               other form satisfactory to the Board of Directors) has been submitted to
the                Company (or its transfer agent), together with the share
certificate(s) and such                other evidence of title as the Board of Directors
may reasonably require. Until                the transferee has been registered in the
Registrar of Shareholders in respect                of the shares so transferred, the
Company may continue to regard the transferor                as the owner thereof.

| | (b) | The
Board of Directors may, in its discretion to the extent it deems necessary,
               close the Register of Shareholders of registration of transfer of shares
during                any year for a period determined by the Board of Directors, and no
registrations                of transfer of shares shall be made by the Company during
any such period during                which the Register of Shareholders is so closed.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

20.        Record
Date for Notices of General Meeting and Other Action.               Notwithstanding
any other contrary provision of these Articles, in order that                the Company
may determine the shareholders entitled to notice of or to vote at                any
Annual or Special General Meeting or any adjournment thereof, or to express
               consent to or dissent from any corporate action in writing without a
meeting, or                entitled to receive payment of any dividend or other
distribution or allotment                of any rights, or entitled to exercise any
rights in respect of or to take or be                the subject of any other action, the
Board of Directors may fix in advance, a                record date, which shall not be
more than forty nor less than four days before                the date of such meeting
(or any longer or shorter period permitted by law,                including regulations
promulgated pursuant to the Companies Law). A                determination of
shareholders of record entitled to notice of or to vote at a                meeting shall
apply to any adjournment of the meeting; provided, however, that                the Board
of Directors may fix a new record date for the adjourned meeting.

# TRANSMISSION OF SHARES

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

| | (b) | Any
person becoming entitled to a share in consequence of the death of any
               person, upon producing evidence of the grant of probate or letters of
               administration or declaration of succession (or such other evidence as the
Board                of Directors may reasonably deem sufficient), shall be registered as
a                shareholder in respect of such share, or may, subject to the regulations
as to                transfer herein contained, transfer such share.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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22.        Receivers
and Liquidators. (a) The Company may recognize any receiver,
               liquidator or similar official appointed to wind-up, dissolve or otherwise
               liquidate a corporate shareholder, and a trustee, manager, receiver,
liquidator                or similar official appointed in bankruptcy or in connection
with the                reorganization of, or similar proceeding with respect to a
shareholder or its                properties, as being entitled to the shares registered
in the name of such                shareholder.

(b)        
          Such receiver, liquidator or similar official appointed to wind-up, dissolve or
          otherwise liquidate a corporate shareholder and such trustee, manager, receiver,
          liquidate or similar official appointed in bankruptcy or in connection with the
          reorganization of, or similar proceedings with respect to a shareholder or its
          properties, upon producing such evidence as the Board of Directors may deem
          sufficient as to his authority to act in such capacity or under this Article,
          shall with the consent of the Board of Directors (which the Board of Directors
          may grant or refuse in its absolute discretion), be registered as a shareholder
          in respect of such shares, or may, subject to the regulations as to transfer
          herein contained, transfer such shares.

# GENERAL MEETINGS

23.        Annual
General Meeting. (a) An Annual General Meeting shall be held once                in
every calendar year at such time (within a period of not more than fifteen
               (15) months after the last preceding Annual General Meeting) and at such
place,                either within or without the State of Israel, as may be determined
by the Board                of Directors.

| | (b) | Subject
to the provisions of these Articles, the function of the Annual General
               Meeting shall be to discuss the financial reports and the reports of the
board                of directors as provided under the Companies Law; to elect the
members of the                Board of Directors: to appoint auditors and to fix, or
authorize the directors                to fix, their salaries and to transact any other
business which under these                Articles or the Statutes are to be transferred
at a General Meeting.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

24.        Special
General Meeting. All General Meetings other than Annual General
               Meetings shall be called Special General Meeting. The Board of
               Directors may, whenever it thinks fit, convene a Special General Meeting,
at                such time and place, within or out of the State of Israel, as may be
determined                by the Board of Directors, and shall be obliged to do so upon a
requisition in                writing in accordance with Section 63 of the Companies Law.

25.        Notice
of General Meetings; Omission to Give Notice. (a) Not less than
               twenty-one (21) days prior notice shall be given of every General
Meeting.                Each such notice shall specify the place and the day and hour of
the meeting and                the general nature of each item to be acted upon thereat,
the essence of the                proposed resolutions, the majority required to approve
such resolutions, the                effective date for determining the shareholders
entitled to vote in such                shareholders meeting, and if the adjourned
meeting is to be held more than seven                days following the date of such
meeting, the date of such adjourned meeting.                Said notice to be given to
all shareholders who would be entitled to attend and                vote at such meeting.
Notice of a General Meeting shall be given in accordance                with the Statutes
and any other applicable law, and otherwise as the Board of                Directors may
determine. Anything therein to the contrary notwithstanding, with                the
consent of all shareholders entitled to vote thereon, a resolution may be
               proposed and passed at such meeting although a lesser notice than
hereinabove                prescribed has been given.

| | (b) | The
accidental omission to give notice of a meeting to any shareholder, or the
               non-receipt of notice sent to such shareholder, shall not invalidate the
               proceedings at such meeting.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | (c) | No
shareholder present, in person or by proxy, at the commencement of a General
               Meeting shall be entitled to seek the revocation of any proceedings or
               resolutions adopted at such General Meeting on account of any defect in
the                notice of such meeting relating to the time or the place thereof.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# PROCEEDINGS AT GENERAL
MEETINGS

26.        Quorum (a)
No business shall be transacted at a General Meeting, or at                any
adjournment thereof, unless the quorum required under these Articles for
               such General Meeting or such adjourned meeting, as the case may be, is
present                when the meeting proceeds to business.

| | (b) | In
the absence of contrary provisions in these Articles, two or more
               shareholders (not in default in payment of any sum referred to in Article
32(a)                hereof), present in person or by proxy and holding shares conferring
in the                aggregate at least twenty five (25%) of the voting power of the
Company, shall                constitute a quorum of General Meeting.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) | If
within half an hour from the time appointed for the meeting a quorum is not
               present, the meeting shall be adjourned to the same day in the next week,
at the                same time and place, or to such day and at such time and place as
the Chairman                may determine with the consent of the holders of majority of
the voting power                represented at the meeting in person or by proxy and
voting on the question of                adjournment. No business shall be transacted at
any adjourned meeting except                business which might lawfully have been
transacted at the meeting as originally                called. At such adjourned meeting
(other than an adjourned separate meeting of a                particular class of shares
referred to in Article 6 of these Articles), if the                original meeting was
convened upon requisition under Section 63 of the Companies                Law, one or
more shareholders, present in person or by proxy, and holding the                number
of shares required for making such requisition, shall constitute a                quorum,
but in any other case any two (2) shareholders (not in default as
               aforesaid) present in person or by proxy, shall constitute a quorum.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

27.        Chairman.
The Chairman, of the Board of Directors, shall preside as                Chairman at
every General Meeting of the Company. If at any meeting the Chairman                is
not present within fifteen (15) minutes after the time fixed for holding the
               meeting or is unwilling to act as Chairman, the Co-Chairman shall preside
at the                meeting. If at any such meeting both the Chairman and the
Co-Chairman are not                present or are unwilling to act as Chairman,
shareholders present shall choose                someone of their number to be Chairman.
The office of Chairman shall not, by                itself, entitle the holder thereof to
vote at any General Meeting nor shall it                entitle such holder to a second
or casting vote (without derogating, however,                from the rights of such
Chairman to vote as a shareholder or proxy of a                shareholder if, in fact,
he is also a shareholder or such proxy).

28.        Adoption
of Resolutions at General Meeting. (a) (i) An Ordinary                Resolution
shall be deemed adopted if approved by the holders of a majority of                the
voting power represented at the meeting in person or by proxy and voting
               thereon.

(ii)       
          Any matter required under the Companies Ordinance to be approved by a Special or
          Extraordinary Resolution shall be deemed adopted if approved by an Ordinary
          Resolution, except as otherwise mandated by any provision of the Companies
          Ordinance then still in effect.

| | (b) | Every
question submitted to a General Meeting shall be decided by a written
               ballot.
| | --- | --------------------------------------------------------------------------------------------------

| | (c) | A
declaration by the Chairman of the meeting that a resolution has been carried
               unanimously, or carried by a particular majority, or lost, and an entry to
that                effect in the minute book of the Company, shall be prima facie
evidence of the                fact without proof of the number or proportion of the
votes recorded in favor of                or against such resolution.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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29.        Resolutions
in Writing. A resolution in writing signed by all                shareholders of the
Company then entitled to attend and vote at General Meetings                or which all
such shareholders have given their written consent (by letter,                telegram,
telex, facsimile or otherwise) shall be deemed to have been                unanimously
adopted by a General Meeting duly convened and held.

30.        Power
to Adjourn. The Chairman of a General Meeting at which a quorum is
               present may, with the consent of the holders of a majority of the voting
power                represented in person or by proxy and voting on the question of
adjournment (and                shall if so directed by the meeting), adjourn the meeting
from time to time and                from place to place, but no business shall be
transacted at any adjourned                meeting except business which might lawfully
have been transacted at the meeting                as originally called.

31.        Voting
Power. Subject to the provisions of Article 32(a) and subject to                any
provision hereof conferring special right as to voting, or restricting the
               right to vote, every shareholder shall have one vote for each share held
by him                of record or in his name with an exchange member and
held of record                by a nominees company (as such terms are
defined under Section 1 of                the Companies Law), on every resolution without
regard to whether the vote                thereon is conducted by a show of hands, by
written ballot or by any other                means.

32.        Voting
Rights. (a) No shareholder shall be entitled to vote at any                General
Meeting (or be counted as a part of the quorum thereat), unless all                calls
then payable by him in respect of his shares in the Company have been
               paid, but this Article 32(a) shall not apply to separate General Meetings
of the                holders of a particular class of shares pursuant to Article 6(b).

| | (b) | A
company or other corporate body being a shareholder of the Company may duly
               authorize any person to be its representative at any meeting of the
Company or                to execute or deliver a proxy on its behalf. Any person so
authorized shall be                entitled to exercise on behalf of such shareholder all
the power which the                latter could have exercised if it were an individual
shareholder. Upon the                request of the Chairman of the meeting, written
evidence of such authorization                (in form acceptable to the Chairman) shall
be delivered to him.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) | Any
shareholder entitled to vote may vote either in person or by proxy (who need
               not be shareholder of the Company, or, if the shareholder is a company or
other                corporate body, by representative authorized pursuant to Article
32(b).
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d) | If
two or more persons are registered as joint holders of any share, the vote of
               the senior who tenders a vote, in person or by proxy, shall be accepted to
the                exclusion of the vote(s) of the other joint holder(s). For the purpose
of this                Article 32(d), seniority shall be determined by the order of
registration of the                joint holders in the Register of Shareholders.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

33.        Instrument
of Appointment. (a) An instrument appointing a proxy shall be                in
writing and shall be substantially in the following form:

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| | "I, ______________________________ , of _______________________________
                  (Name of Shareholder)
                              (Address of Shareholder)
being a shareholder of Gilat Satellite Networks Ltd. hereby appoint
__________________________________ of _______________________________
                  (Name of Proxy)
                                                 (Address of Proxy)
as my proxy to vote  for me and on my  behalf  at the  General  Meeting  of
the Company to be held on the  day of _________ , _________ and at 
any adjournment(s) thereof.
Signed this           day of
                                                  _________________________ "
                                                         (Signature of Appointor)
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

or in any usual or common  form or
in such other form as many be  approved  by the Board of  Directors.  Such proxy shall be
duly signed by the appointor of such person's duly authorized  attorney,  or, if such
appointor is company or  other  corporate  body,  under  its  common  seal or  stamp or
the  hand of its  duly  authorized  agent(s)  or attorney(s).

| | (b) | The
instrument  appointing a proxy (and the power of attorney or other authority,  if any
under which such              instrument  has been  signed)  shall  either be  presented
to the Chairman at the meeting at which the              person named in the  instrument
 proposes to vote or be  delivered  to the Company (at its  Registered
             Office,  at is principal  place of business,  or at the offices of its
registrar or transfer agent, or              at such  place as the Board of  Directors
 may  specify)  not less than two (2) hours  before the time              fixed for such
 meeting,  except that the  instrument  shall be delivered  (i) twenty-four  (24) hours
             before  the time  fixed for the  meeting  where the  meeting  is to be held
 outside of Israel and the              instrument is delivered to the Company at its
 Registered  Office or principal  place of business,  or              (ii)  forty-eight
 (48) hours  before the time fixed for the  meeting  where the meeting is to be held
             outside of the United States of America and the instrument is delivered to
the Company's  registrar or              transfer agent.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

34.        Effect
of Death of Appointor of Transfer of Share and or Revocation of           Appointment. (a)
A vote case in accordance with an instrument appointing a           proxy shall be valid
notwithstanding the prior death or bankruptcy of the           appointing shareholder (or
of his attorney-in-fact, if any, who signed such           instrument), or the transfer
of the share in respect of which the vote is cast,           unless written notice of
such matters shall have been received by the Company of           by the Chairman of such
meeting prior to such vote being cast.

(b)       
          An instrument appointing a proxy shall be deemed revoked (i) upon receipt by the
          Company or the Chairman, subsequent to receipt by the Company of such
          instrument, of written notice signed by the person signing such instrument or by
          the shareholder appointing such proxy canceling the appointment thereunder (or
          the authority pursuant to which such instrument was signed) or of an instrument
          appointing a different proxy (and such other documents, if any, required under
          Article 33(b) for such new appointment), provided such notice of cancellation or
          instrument appointing a different proxy were so received at the place and within
          the time for delivery of the instrument revoked thereby as referred to in
          Article 33(b) hereof, or (ii) if the appointing shareholder is present in person
          at the meeting for which such instrument of proxy was delivered, upon receipt by
          the Chairman of such meeting of written notice from such shareholder of the
          revocation of such appointment, or if and when such shareholder votes at such
          meeting. A vote cast in accordance with an instrument appointing a proxy shall
          be valid notwithstanding the revocation or purported cancellation of the
          appointment, or the presence in person or vote of the appointing shareholder at
          a meeting for which it was rendered, unless such instrument of appointment was
          deemed revoked in accordance with the foregoing provisions of this Article 34(b)
          at or prior to the time such vote was cast.

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# BOARD OF DIRECTORS

35.        Powers
of Board of Directors. (a) In general. The supervision of                the
management of the business of the Company shall be vested in the Board of
               Directors, which may exercise all such powers and do all such acts and
things as                the Company is authorize to exercise and do, and are not hereby
or by law                required to be exercised or done by the Company by action of its
shareholders at                a General Meeting. The authority conferred on the Board of
Directors by this                Article 35 shall be subject to the provisions of the
Statutes, these Articles                and any regulation or resolution consistent with
these Articles adopted from                time to time by the Company by action of its
shareholders at a General Meeting,                provided, however, that no such
regulation or resolution shall invalidate any                prior act done by or
pursuant to a decision of the Board of Directors which                would have been
valid if such regulation or resolution had not been adopted.

| | (b) | Borrowing
Power. The Board of Directors may from time to time, at its
               discretion, cause the Company to borrow or secure the payment of any sum
or sums                of money for the purposes of the Company, and may secure or
provide for the                repayment of such sum or sums in such manner, at such
times and upon such terms                and conditions as it deems fit, and, in
particular, by the issuance of bonds,                perpetual or redeemable debentures,
debenture stock, or any mortgages, charges,                or other securities on the
undertaking or the whole or any part of the property                of the Company, both
present and future, including its uncalled or called but                unpaid capital
for the time being.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) | Reserves.
The Board of Directors may, from time to time, set aside any                amount(s) out
of the profits of the Company as a reserve or reserves for any                purpose(s)
which the Board of Directors, in its absolute discretion, shall deem                fit,
including without limitation, capitalization and distribution of bonus
               shares, and may invest any sum so set aside in any manner and from time to
time                deal with and vary such investments and dispose of all or any part
thereof, and                employ any such reserve or any part thereof in the business
of the Company                without being bound to keep the same separate from other
assets of the Company,                and may subdivide or redesignate any reserve or
cancel the same or apply the                funds therein for another purpose, all as the
Board of Directors may from time                to time think fit.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

36.        Exercise
of Powers of Board of Directors. (a) A meeting of the Board of
               Directors at which a quorum is present shall be competent to exercise all
the                authorities, powers and discretion vested in or exercisable by the
Board of                Directors.

| | (b) | A
resolution proposed at any meeting of the Board of Directors shall be deemed
               adopted if approved by a majority of the Directors present when such
resolution                is put to a vote and voting thereon.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) | A
resolution in writing signed by all of the Directors then in office and
               lawfully entitled to vote thereon or to which all of the Directors have
given                their written consent (by letter, telegram, telex, facsimile,
electronic mail or                otherwise) shall be deemed to have been unanimously
adopted by a meeting of the                Board of Directors duly convened and held.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

37.        Delegation
of Powers. (a) The board of Directors may, subject to the                provisions
of the Statutes, delegate any or all of its powers of Committees,                each
consisting of one or more persons (who are Directors, at least one of which
               is an outside director as defined under the Companies Lawand otherwise
comprised                as required by the Law]) and it may from time to time revoke
such delegation or                alter the composition of any such committee. Any
Committee so formed (in these                Articles referred to as a Committee of
the Board of Directors),                shall, in the exercise of the powers so
delegated, confirm to any regulation                imposed on it by the Board of
Directors. The meeting and proceedings of any such                Committee of the Board
of Directors shall, mutatis mutandis, be governed by the                provisions herein
contained for regulating the meetings of the Board of                Directors, so far as
not superseded by any regulations adopted by the Board of                Directors under
this Article. Unless otherwise expressly provided by the Board                of
Directors in delegating powers to a Committee of the Board of Directors, such
               Committee shall not be empowered to further delegate such powers.

- 12 -

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| | (b) | Without
derogating from the provisions of Article 50, the Board of Directors may
               from time to time appoint a Secretary to the Company, as well as officers,
               agents, employees and independent contractors, as the Board of Directors
deems                fit, and may terminate the service of any such person. The Board of
Directors                may, subject to the provisions of the Companies Law, determine
the powers and                duties, as well as the salaries and emoluments, of all such
persons, and may                require security in such cases and in such amounts as it
deems fit.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) | The
Board of Directors may from time to time, by power of attorney or otherwise,
               appoint any person, company firm or body of persons to be the attorney or
               attorneys of the Company at law or in fact for such purpose(s) and with
such                powers, authorities and discretions, and for such period and subject
to such                conditions, at it deems fit, and any such power of attorney or
other appointment                may contain such provisions for the protection and
convenience of persons                dealing with any such attorney as the Board of
Directors deems fit, and may also                authorize any such attorney to delegate
all or any of the powers, authorities                and discretions vested in him.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

38.        Number
of Directors.The board of directors of the Company will consist                of
not less than five (5) nor more than nine (9) members, as may be fixed by
               ordinary resolution of the Company from time to time at any General
Meeting                (including any Special General Meeting or Annual General Meeting).
So long as no                other resolution has been adopted, the number of members of
the board of                directors shall be as set forth in sub-article 39(f) below.

39.        Election
and Removal of Directors.

(a)
                 Each beneficial owner (as defined below) of seven percent (7%) or more of the
          issued and outstanding ordinary shares of the Company (Appointing
          Shareholder) shall be entitled to appoint one (1) individual to the
          Companys board of directors (an Appointed Director). So long
          as the ordinary shares of the Company are listed for trading on the Nasdaq
          National Market or Nasdaq Small Cap Market, the Companys board of
          directors may at any time in its sole discretion determine that only a person
          who qualifies as an independent director as provided under the
          Nasdaq rules then in effect shall be eligible to serve as an Appointed
Director.           In addition, in no event may a person become an Appointed Director
unless such           person does not, at the time of appointment, and did not, within
two years prior           thereto, engage, directly or indirectly, in any activity which
competes with the           Company, whether as a director, officer, employee,
contractor, consultant,           partner or otherwise.

For
the purposes of this sub-article 39(a) a beneficial owner of ordinary shares
means any person or entity who, directly or indirectly, has the power to vote, or to
direct the voting of, such ordinary shares. All ordinary shares beneficially owned by a
person or entity, regardless of the form which such beneficial ownership takes, shall be
aggregated in calculating the number of ordinary shares beneficially owned by such person
or entity. All persons and entities that are affiliates (as defined below) of each other
shall be deemed to be one person or entity for the purposes of this definition.

For
the purposes of this sub-article 39(a) an affiliate means, with respect to any
person or entity, any other person or entity controlling, controlled by, or under common
control with such person or entity; control shall have the meaning ascribed to
it in the Israeli Securities Law  1968.

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(b)
                 Not later than 60 days prior to the
contemplated date of the Annual General           Meeting of the Company, the Company
shall send a notice to each beneficial owner           of 7% or more of the issued and
outstanding ordinary shares, who at such time           has a Schedule 13D (or amendment
thereto) on file with the United States           Securities and Exchange Commission (SEC),
informing such beneficial           owner(s) of the contemplated date of such Annual
General Meeting, any           requirement for the Appointed Directors to qualify as
independent           directors and referring such beneficial owner(s) to the
provisions of this           Article 39. The appointment of the Appointed Directors shall
be made by delivery           to the Company, not later than 45 days prior to the
contemplated date of the           Annual General Meeting as set forth in the notice
delivered by the Company, of a           letter of appointment (Letter of
Appointment) specifying the full           legal name of the Appointing
Shareholder, the number of ordinary shares           beneficially owned by such
Appointing Shareholder on the date which is 45 days           prior to the contemplated
date of the Annual General Meeting, the name, address           and identity number or
passport number of the Appointed Director and a written           consent of the
Appointed Director to serve as such. The Letter of Appointment           shall be
accompanied by evidence reasonably satisfactory to the Company of the           number of
ordinary shares beneficially owned by the Appointing Shareholder and           by a
written undertaking, in a form acceptable to the Company, to comply with           the
obligations set forth in sub-article 39(d) below. Notwithstanding anything           to
the contrary in these Articles, the board of directors shall not include more
          than four (4) Appointed Directors. Consequently, if more than four (4) Letters
          of Appointment have been received by the Company as specified above, only the
          four Appointing Shareholders that beneficially own the greatest number of
          ordinary shares, out of all Appointing Shareholders that delivered a Letter of
          Appointment, shall be entitled to appoint an Appointed Director.

(c)
                 The appointment of any Appointed
Director shall take effect at the adjournment           of the first Annual General
Meeting which takes place following delivery of the           Letter of Appointment with
regard to such Appointed Director.

(d)
                 As a condition to the appointment of
an Appointed Director, any Appointing           Shareholder that delivers to the Company
a Letter of Appointment shall, prior to           such delivery, be required to file with
the SEC a Schedule 13D, or an amendment           to its Schedule 13D if there is any
change in the facts set forth in its           Schedule 13D already on file with the SEC
disclosing any such change in its           holdings of ordinary shares, regardless of
whether any filing or amendment is           required to be filed under the rules of the
Securities Exchange Act of 1934, as           amended, and the rules and regulations
promulgated thereunder. The delivery to           the Company of a Letter of Appointment
shall constitute a representation and           warranty by the Appointing Shareholder
that its percentage of beneficial           ownership of the ordinary shares is as set
forth in its Schedule 13D (or           amendment thereto) on file with the SEC. In
addition, any Appointing Shareholder           shall be obligated to notify the Company
in writing of any sale, transfer,           assignment or other disposition of any kind
of ordinary shares by such           Appointing Shareholder that results in the reduction
of its beneficial ownership           to below the percentage indicated in sub-article
39(a) above, immediately after           the occurrence of such disposition of shares but
in any event not later than the           earliest of (i) ten (10) days thereafter, or
(ii) the next Annual General           Meeting. Without derogating from the foregoing, so
long as an Appointed Director           serves on the board of directors, the Appointing
Shareholder which appointed           such Appointed Director shall provide the Company,
upon its written request at           any time and from time to time, with reasonable
evidence of its beneficial           ownership in the Company.

(e)
        The office of each Appointed Director will
expire on the earliest to occur of any of the following events:

| | (i)        At
the election of the board of directors, at its sole discretion, at any time
          after the holdings of the shareholder who appointed such Appointed Director
fall           below 7% of the issued and outstanding ordinary shares;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)                  Upon
the removal of the Appointed Director by the Appointing Shareholder;
| | -----------------------------------------------------------------------------------------------

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| | (iii)        When
the Appointed Director ceases to qualify as an independent           director as
referenced in sub- article 39(a) above.
| | --------------------------------------------------------------------------------------------------------------------------------------------

| | (iv)        Upon
the occurrence of any of the events set forth in sub-article 39(g) or           Article
42 below.
| | ------------------------------------------------------------------------------------------------------------------

| | For
the removal of doubt, the provisions of Article 41 shall apply to any vacancy created by
the expiration of the office of an Appointed Director.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------

(f)
                 In addition to the election of the Appointed Directors, the majority of the
          shareholders represented in person or by proxy at the Annual General Meeting
          will elect Directors, including Outside Directors as required by the Law, such
          that the total number of directors (including the Appointed Directors actually
          appointed shall be (i) nine, if four Appointed Directors are expected to be
          appointed at the adjournment of such Annual General Meeting; or (ii) seven, if
          fewer than four Appointed Directors are expected to be appointed at the
          adjournment of such Annual General Meeting. Notwithstanding the aforesaid, at
          any Annual General Meeting at the adjournment of which the appointment of one
or           more Appointed Directors becomes effective, ordinary shares constituting 7%
of           the issued and outstanding shares of the Company held by each Appointing
          Shareholder which actually appoints an Appointed Director shall not be taken
          into consideration in calculating such Appointing Shareholders vote for
          the purposes of the election of directors under this Article 39(f).

(g)
                 Each director shall serve, subject to Article 42 hereof, and, with respect to a
          director appointed pursuant to Article 41 hereof, subject to such Article,
until           the adjournment of the Annual General Meeting next following the Annual
General           Meeting or General Meeting at which such director was elected pursuant
to this           Article 39 or Article 41 hereof, or her/his earlier removal pursuant to
this           Article 39(g) below. The holders of a majority of the voting power
represented           at a General Meeting in person or by proxy and voting at such
General Meeting           shall be entitled to remove any director(s) other than
Appointed Directors           (unless pursuant to circumstances or events provided by the
Law) from office, to           elect directors instead of directors so removed or to fill
any vacancy, however           created, in the board of directors.

(h)
                 Subject to the number of directors determined pursuant to Article 38 above, the
          directors may at any time and from time to time appoint any other person as a
          director, whether to fill a vacancy or whether in addition to those of their
          body. Any director so appointed shall hold office until the first General
          Meeting convened after such appointment and may be re-elected.

(i)
                 The election, qualification and removal of Outside Directors shall be governed
          by the applicable provisions of the Law.

40.        Qualification
of Directors. No person shall be disqualified to serve as a           Director by
reason of his not holding shares in the Company or by reason of his           having
served as a Director in the past.

41.        Continuing
Directors in the Event of Vacancies. In the event of one or           more vacancies
in the Board of Directors, the continuing Directors may continue           to act in
every matter, and, pending the filling of any vacancy pursuant to the
          provisions of Article 39, may appoint Directors to temporarily fill any such
          vacancy, provided, however, that if they number less than a majority of the
          number provided of pursuant to Article 38 hereof, they may only act in an
          emergency or to fill the office of director which has become vacant up to the
          minimum number or in order to call a General Meeting of the Company for the
          purpose of electing Directors to fill any or all vacancies, so that at least a
          majority of the number of Directors provided for pursuant to Article 38 hereof
          are in office as a result of said meeting.

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42.        Vacation
of Office. (a) The office of a Director shall be vacated, ipso           facto, upon
his death, or if he be found lunatic or become of unsound mind, or           if he
becomes bankrupt, or if the Director is a company, upon its winding-up, or           any
other reason specified in the Companies Law.

(b)       
          The office of a Director shall be vacated by his written resignation. Such
          resignation shall become effective on the date fixed therein, or upon the
          delivery thereof to the Company, whichever is later.

43.        Remuneration
of Directors. Subject to the provisions of the Companies           Law, a director
shall be paid by remuneration by the Company for his services as           Director to
the extent such remuneration shall have been approved by a General           Meeting of
the Company.

44.        Conflict
of Interests. Subject to the provisions of the Companies Law, no           Director
shall be disqualified by virtue of his office from holding any office           or place
of profit in the Company or in any company in which the Company shall           be a
shareholder or otherwise interested, or from contracting with the Company           as
vendor, purchaser or otherwise, nor shall any such contract, or any contract           or
arrangement entered into by or on behalf of the Company in which any Director
          shall be in any way interested, be avoided, nor, other than as required under
          the Companies Law, shall any Director be liable to account to the Company for
          any profit arising from any such office or of the fiduciary relations thereby
          established, but the nature of his interest, as well as any material fact or
          document, must be disclosed by him at the meeting of the Board of Directors at
          which the contract or arrangement is first considered, if his interest then
          exists, or, in any other case, at no later than the first meeting of the Board
          of Directors after the acquisition of his interest.

45.        Alternate
Directors. (a) A Director may, by written notice to the Company           given in
the manner set forth in Article 45(b) below, appoint any individual           qualified
to be appointed as a director under the Companies Law (provided that           such
person does not serve as director or substitute director at that time) as           an
alternate for himself (in these Articles referred to as Alternate           Director),
remove such Alternate Director and appoint another Alternate           Director in place
of any Alternate Director appointed by him whose office has           been vacated for
any reason whatsoever. The appointment of an Alternate Director           shall be
subject to the consent of the Board of Directors. Unless the appointing
          Director, by the instrument appointing an Alternate Director or by written
          notice to the Company, limits such appointment to a specified period of time or
          restricts it to a specified meeting or action of the Board of Directors, or
          otherwise restricts its scope, the appointment shall be for all purposes, and
          for a period of time concurrent with the term of the appointing Director.

(b)        
          Any notice to the Company pursuant to Article 45(a) shall be given in person to,
          or by sending the same by mail to the attention of the General Manager of the
          Company at the principal office of the Company or to such other person or place
          as the Board of Directors shall have determined for such purpose, and shall
          become effective on the date fixed therein, or upon the receipt thereof by the
          Company (at the place as aforesaid), whichever is later, subject to the consent
          of the Board of Directors if the appointee is not then a member of the Board of
          Directors, in which case the notice will be effective as of the date of such
          consent.

(c)        
          An Alternate Director shall have all the rights and obligations of the Director
          who appointed him, provided however, that (i) he may not in turn appoint an
          alternate for himself (unless the instrument appointing him otherwise expressly
          provides), and (ii) an Alternate Directgor shall have no standing at any
          meeting of the Board of Directors or any Committee thereof while the Director
          who appointed him is present, and (iii) the Alternate Director is not
          entitled to remuneration.

(d)        
          Any individual who qualifies to be a member of the Board of Directors, may act
          as an Alternate Director.

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(e)        
          an Alternate Director shall alone be responsible for his own acts and defaults,
          and he shall not be deemed the agent of the director(s) who appointed him.

(f)        
          The office of an Alternate Director shall be vacated under the circumstances,
          mutatis mutandis, set froth in Article 42, and such office shall ipso facto be
          vacated if the Director who appointed such Alternate Director ceases to be a
          Director.

(g)       
          Notwithstanding Article 45(a), (i) no person shall be appointed as the Alternate
          Director for more than one Director and (ii) except as otherwise specifically
          permitted by the Companies Law, no External Director may appoint an Alternate
          Director.

# PROCEEDINGS OF THE BOARD
OF DIRECTORS

46.        Meetings. (a)
The Board of Directors may meet and adjourn its meetings           and otherwise regulate
such meetings and proceedings as the Directors think fit.

(b)        
          Any Director may at any time, and the Secretary, upon the request of such
          Director, shall convene a meeting of the Board of Directors, but not less than
          seven (7) days notice shall be given of any meeting so convened. Notice of
          any such meeting may be given orally, by telephone, in writing or by mail,
          electronic mail, telex, cablegram or facsimile. Notwithstanding anything to the
          contrary herein, failure to deliver notice to a director of any such meeting in
          the manner required hereby may be waived by such Director, and a meeting shall
          be deemed to have been duly convened notwithstanding such defective notice of
          such failure or defect is waived prior to action being taken at such meeting, by
          all Directors entitled to participate at such meeting to whom notice was not
          duly given as aforesaid. Without derogating from the foregoing, no Director
          present at the commencement of a meeting of the Board of Directors shall be
          entitled to seek the revocation of any proceedings or resolutions adopted at
          such meeting on account of any defect in the notice of such meeting relating to
          the time or the place thereof.

47.        Quorum. Until
otherwise unanimously decided by the Board of Directors, a           quorum at a meeting
of the Board of Directors shall be constituted by the           presence in person or by
telephone conference of a majority of the Directors           then if office who are
lawfully entitled to participate in the meeting. No           business shall be
transacted at a meeting of the Board of Directors unless the           requisite quorum
is present (in person or by telephone conference) when the           meeting proceeds to
business.

48.        Chairman
of the Board of Directors. The Board of Directors may from time           to time,
elect one of its members to be the Chairman of the Board of Directors,           and
another of its members as Co-Chairman, remove such Chairman and Co-Chairman
          from office and appoint others in their place. The Chairman of the Board of
          Directors shall preside at every meeting of the Board of Directors, but if at
          any meeting the Chairman is not present within fifteen (15) minutes of the time
          fixed for the meeting or if he is unwilling to take the chair the Directors
          present shall choose one of their number to be the Chairman of such meeting.
          Neither the Chairman nor the Co-Chairman shall have a tie-breaking or
additional           vote.

49.        Validity
of Acts Despite Defects. All acts done bona fide at any meeting           of the
Board of Directors, or of a Committee of the Board of Directors, or by           any
person(s) acting as Director(s), shall, notwithstanding that it may           afterwards
be discovered that there was some defect in the appointment of the           participants
in such meeting or any of them or any person(s) acting as           aforesaid, or that
they or any of them were disqualified, be as valid as if           there were no such
defect or disqualification.

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# CHIEF EXECUTIVE OFFICER
AND PRESIDENT

50.        Chief
Executive Officer and President. (a) The Board of Directors may           from time
to time appoint one or more person, whether or not Directors, as Chief
          Executive Officer of Officers, General Manager or Managers, or President of the
          Company and may confer upon such person(s), and from time to time modify or
          revoke, such titles and such duties and authorities of the Board of Directors
as           the Board of Directors may deem fit, subject to such limitations and
          restrictions as the Board of Directors may from time to time prescribe. Unless
          otherwise determined by the Board of Directors, the Chief Executive Officer
          shall have authority with respect of the management of the Company in the
          Ordinary course of business. Such appointment(s) may be either for fixed term
or           without any limitation of time, and the Board of Directors may from time to
time           (subject to the provisions of the Companies Law and of any contract
between any           such person and the Company) fix his or their salaries and
emoluments, remove or           dismiss him or them from office and appoint another or
others in his or their           place or places.

(b)        
          Unless otherwise determined by the Board of Directors, the Chief Executive
          Officer of the Company shall have the power to appoint other officers (other
          than directors), executives and employees of the Company and determine their
          remuneration, provided that the remuneration of the four highest salaried
          personnel of the Company shall also be approved by either the Board of Directors
          or any of the Audit Committee or the Compensation Committee.

# MINUTES

51.        Minutes.
(a) Minutes of each General Meeting and of each meeting of the           Board of
Directors shall be recorded and duly entered in books provided for that
          purpose, and shall be held by the Company at its principal office or its
          Registered Office or such other place as shall have been determined by the
Board           of Directors. Such minutes shall, in all events, set forth the names of
the           persons present at the meeting and all resolutions adopted thereat.

(b)        
          Any minutes as aforesaid, if purporting to be signed by the chairman of the
          meeting or by the chairman of the next succeeding meeting, shall constitute
          prima facie evidence of the matters recorded therein.

52.        Declaration
of Dividends. The Board of Directors may from time to time           declare, and
cause the Company to pay, such interim or final dividend as may           appear to the
Board of Directors to be justified by the profits of the Company           and as
permitted by the Statutes. The Board of Directors shall determine the           time for
payment of such dividends, both interim and final, and the record date           for
determining the shareholders entitled thereto.

53.        Funds
Available for Payment of Dividends. No dividend shall be paid           otherwise
than out of the profits of the Company.

54.        Amount
Payable by Way of Dividends.(a) subject to the rights of the           holders of
shares as to dividends, any dividend paid by the Company shall be           allocated
among the shareholders entitled thereto in proportion to the sums paid           up or
credited as paid up on account of the nominal value of their respective
          holdings of the shares in respect of which such dividends are being paid
without           taking into account the premium paid up for the shares. The amount paid
up on           account of a share which has not yet been called for payment or fallen
due for           payment and upon which the Company pays interest to the shareholder
shall not be           deemed, for the purposes of this Article, to be a sum paid on
account of the           share.

(b)        
          Whenever the rights attached to any shares or the terms of issue of the shares
          do not provide otherwise, shares which are fully paid up or which are credited
          as fully or partly paid within any period which in respect thereof dividends are
          paid shall entitle the holders thereof to a dividend in proportion to the amount
          paid up or credited as paid up in respect of the nominal value of such shares
          and to the data of payment thereof (pro rata temporis).

55.        Interest.
No dividend shall carry interest as against the Company.

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56.        Payment
in Specie. Upon the recommendation of the Board of Directors           approved by
Ordinary Resolution of the Company, the Company (i) may cause any           moneys,
investments, or other assets forming part of the undivided profits of           the
Company, standing to the credit of a reserve fund, or to the credit of a
          reserve fund for the redemption of capital, or in the hands of the Company and
          available for dividends, or representing premiums received on the issuance of
          shares and standing to the credit of the share premium accounts to be
          capitalized and distributed among such of the shareholders as would be entitled
          to receive the same if distributed by way of dividend and in the same
          proportion, on the footing that they become entitled thereto as capital, or may
          cause any part of such capitalized fund to be applied on behalf of such
          shareholders in paying up in full, either at par or at such premium as the
          resolution may provide, any unissued shares or debentures or debenture stock of
          the Company which shall be distributed accordingly, in payment, in full or in
          part, of the uncalled liability on any issued shares or debentures or debenture
          stock; and (ii) may cause such distribution or payment to be accepted by such
          shareholders in full satisfaction of their interest in the said capitalized
sum.

57.        Implementation
of Powers under Article 56. For the purpose of giving full           effect to any
resolution under Article 56, and without derogating from the           provisions of
Article 7(b) hereof, the Board of Directors may settle any           difficulty which may
arise in regard to the distribution as it thinks expedient,           and, in particular,
may issue fractional certificates, and may fix the value for           distribution of
any specific assets, and may determine that cash payment shall           be made to any
shareholders upon the footing of the value so fixed, or that           fractions of less
value than the nominal value of one share may be disregarded           in order to adjust
the rights of all parties, and may vest any such cash,           shares, debentures,
debenture stock or specific assets in trustees upon such           trusts for the persons
entitled to the dividend or capitalized fund as may seem           expedient to the Board
of Directors. Where requisite, a proper contract shall be           filed in accordance
with Section 291 of the Companies Law, and the Board of           Directors may appoint
any person to sign such contract on behalf of the persons           entitled to the
dividend or capitalized fund.

58.        Dividends
on Unpaid Shares. Without derogating from Article 54 hereof,           the Board of
Directors may give an instruction which shall prevent the           distribution of a
dividend to the holders of shares the full nominal amount of           which has not been
paid up.

59.        Retention
of Dividends. (a) The Board of Directors may retain any           dividend or other
moneys payable or property distributable in respect of a share           on which the
Company has a lien, and may apply the same in or toward           satisfaction of the
debts, liabilities, or engagements in respect of which the           lien exists.

(b)        
          The Board of Directors may retain any dividend or other moneys payable or
          property distributable in respect of a share in respect of which any person is,
          under Articles 21 or 22, entitled to become a shareholder, or which any person
          is, under said Articles, entitled to transfer, until such person shall become a
          shareholder in respect of such share or shall transfer the same.

60.        Unclaimed
Dividends. All unclaimed dividends or other moneys payable in           respect of a
share may be invested or otherwise made use of by the Board of           Directors for
the benefit of the Company until claimed. The payment by the           Directors of any
unclaimed dividend or such other moneys into a separate account           shall not
constitute the Company a trustee in respect thereof. The principal           (and only
the principal) of any unclaimed dividend of such other moneys shall be           if
claimed, paid to a person entitled thereto.

61.        Mechanics
of Payment. Any dividend or other moneys payable in cash in           respect of a
share may be paid by check or warrant sent through the post to, or           left at, the
registered address of the person entitled thereto or by transfer to           a bank
account specified by such person (or, if two or more persons are           registered as
joint holders of such share or are entitled jointly thereto in           consequence of
the death or bankruptcy of the holder or otherwise to the joint           holder whose
name is registered first in the Register of Shareholders or his           bank account or
the person who the Company may then recognize as the owner           thereof or entitled
thereto under Article 21 or 22 hereof, as applicable, or           such persons
bank account), or to such person and at such other address as           the person
entitled thereto may be writing direct. Every such check or warrant           shall be
made payable to the order of the person to whom it is sent, or to such           person
as the person entitled thereto as aforesaid may direct, and payment of           the
check or warrant by the banker upon it is drawn shall be a good discharge to
          the Company.

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62.        Receipt
from a Joint Holder. If two or more persons are registered as           joint holders
of any share, or are entitled jointly thereto in consequence of           the death or
bankruptcy of the holder or otherwise, any one of them may give           effectual
receipts for any dividend or other moneys payable or property           distributable in
respect of such share.

# ACCOUNTS

63.        Books
of Account. The Board of Directors shall cause accurate books of           account to
be kept in accordance with the provisions of the Companies Law and of           any other
applicable law. Such books of account shall be kept at the Registered           Office of
the Company, or at such other place or places as the Board of           Directors may
think fit, and they shall always be open to inspection by all           Directors. No
shareholder, not being a Director, shall have any right to inspect           any account
or book or other similar document of the Company, except as           conferred by law or
authorized by the Board of Directors or by Ordinary           Resolution of the Company.

64.        Audit.
At least once in every fiscal year the accounts of the Company           shall be audited
and the correctness of the profit and loss account and balance           sheet certified
by one or more duly qualified auditors.

65.        Auditors.
The appointment, authorities, rights and duties of the           auditor(s) of the
Company, shall be regulated by applicable law, provided,           however, that in
exercising its authority to fix the remuneration of the           auditor(s), the
shareholders in General Meeting may, by Ordinary Resolution, act           (and in the
absence of any action in connection therewith shall be deemed to           have so acted)
to authorize the Board of Directors to fix such remuneration           subject to such
criteria or standards, and if no such criteria or standards are           so provided,
such remuneration shall be fixed in an amount commensurate with the           volume and
nature of the services rendered by such auditor(s).

# SUPPLEMENTARY REGISTERS

66.        Supplementary
Registers. Subject to and in accordance with the provisions           of Sections 138
to 139, inclusive, of the Companies Law and to all orders and           regulations
issued thereunder, the Company may cause supplementary registers to           be kept in
any place outside Israel as the Board of Directors may think fit,           and, subject
to all applicable requirements of law, the Board of Directors may           from time to
time adopt such rules and procedures as it may think fit in           connection with the
keeping of such branch registers.

67.        [Reserved]

# EXEMPTION, INDEMNITY AND
INSURANCE

68.        Exemption.
The Company may exempt any Office Holder from his or her           liability to the
Company for breach of duty of care, to the maximum extent           permitted by law,
before or after the occurrence giving rise to such liability.

68A.        
          Indemnification. Subject to the provisions of the Companies Law, the
          Company may indemnify an Office Holder to the maximum extent permitted by law,
          in respect of an obligation or expense specified below imposed on the Office
          Holder in respect of an act performed in his capacity as an Office Holder, as
          follows:

| | (i)
            a financial obligation imposed on him in favor of another person by a court
          judgment, including a compromise judgment or an arbitrators award
approved           by court;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

The
Company may undertake to indemnify an Office Holder as aforesaid, (a) prospectively,
provided that, in respect of Article 68A(c)(i), the undertaking is limited to events which
in the opinion of the Board of Directors are foreseeable in light of the Companys
actual operations when the undertaking to indemnify is given, and to an amount or criteria
set by the Board of Directors as reasonable under the circumstances, and further provided
that such events and amount or criteria are set forth in the undertaking to indemnify, and
(b) retroactively.

68B.        
          Insurance. The Company may procure, and/or undertake to procure,
          insurance covering any past or present Office Holder against any liability which
          he or she may incur in such capacity, including the Company for indemnifying
          such Office Holder, to the maximum extent permitted by law.

68C.        
          Limitations on Exemption, Indemnity and Insurance. Articles 68, 68A and
          68B above notwithstanding, the Company shall not procure insurance, indemnify or
          exempt any Office Holder with respect to the events described in Subsections
          263(1) through 263(4) of the Companies Law or any successor or amendment
          thereof, as may from time to time be in effect.

# WINDING UP

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

# MERGERS

69A.        
          Approval of Merger. Notwithstanding Section 327 of the Companies Law, the
          Company may approve any merger under Part Eight, Chapter One of the Companies
          Law by an Ordinary Resolution.

# RIGHTS OF SIGNATURE,
STAMP AND SEAL

70.        Rights
of Signature, Stamp and Seal. (a) The Board of Directors shall be           entitled
to authorize any person or persons (who need not be Directors) to act           and sign
on behalf of the Company, and the acts and signature of such person(s)           on
behalf of the Company shall bind the Company insofar as such person(s) acted
          and signed within the scope of his or their authority.

(b)        
          The Board of Directors may provide for a seal. If the Board of Directors so
          provides, it shall also provide for the safe custody thereof. Such seal shall
          not be used except by the authority of the Board of Directors and in the
          presence of the person(s) authorized to sign on behalf of the Company, who shall
          sign every instrument.

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# NOTICES

71.        Notices.
Any written notice or other document may be served by the           Company upon any
shareholder either personally or by sending it by prepaid mail           (airmail if sent
internationally addressed to such shareholder at his address as           described in
the Register of Shareholders or such other address as he may have           designated in
writing for the receipt of notices and other documents. Any           written notice or
other document may be served by any shareholder upon the           Company by tendering
the same in person to the Secretary or the General Manager           of the Company at
the principal office of the Company or by sending it by           prepaid registered mail
(airmail if posted outside Israel) to the Company at its           Registered Office. Any
such notice or other document shall be deemed to have           been served forty-eight
(48) hours after it has been posted (seven (7) business           days if sent
internationally), or when actually received by the addressee if           sooner than
forty-eight hours or seven days, as the case may be, after it has           been posted,
or when actually tendered in person, to such shareholder (or to the           Secretary
or the General Manager). Notice sent by electronic mail, cablegram,           telex, or
facsimile shall be deemed to have been served two business days after           the
notice is so sent to such shareholder (or by the Company). If a notice is,           in
fact, received by the addressee, it shall be deemed to have been duly served,
          when received, notwithstanding that it was defectively addressed or failed, in
          some other respect, to comply with the provisions of this Article 71(a).

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

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

(d)        
          Notwithstanding anything to the contrary contained herein, notice by the Company
          of a General Meeting which is published in at least two daily newspapers in the
          State of Israel within the time otherwise required for giving notice of such
          meeting under Article 25 hereof and containing the information required to be
          set forth in such notice under such Article, shall be deemed to be notice of
          such meeting duly given, for purposes of these Articles, to any shareholder
          whose address as registered in the Register of shareholders is located in the
          State of Israel.

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