S-8











Exhibit 4.2  



Annex A  



The Companies Law
5759-1999 



Public Company Limited
by Shares 



ARTICLES OF ASSOCIATION  



OF  



Crystal Systems
Solutions Ltd.  

















THE COMPANIES LAW, 1999  



A PUBLIC COMPANY
LIMITED BY SHARES 



ARTICLES OF ASSOCIATION
 OF
 CRYSTAL SYSTEMS
SOLUTIONS LTD.






PART A: DEFINITIONS AND
INTERPRETATION  



	1.  	Definitions  






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









	"Alternate Director"  		As defined in Part E below; 






	"Articles" or "these
 Articles"   		These  Articles  of  Association,  as  amended  from time to time by the  General Meeting; 








	"Board" or "Board of Directors"  		The  Board  of  Directors  of  the  Company  elected  or
 properly  appointed  in                                         accordance with the
provisions of these  Articles;  any committee of the Board of
                                        Directors  to the extent that any of the
 authorities  of the Board of  Directors                                         are
 delegated to it; any person  authorized  by the Board of  Directors,  to the
                                        extent so authorized, for the purposes of any
matter or class of matters; 






	"business day" 		
                         A day on which  customer  services are  provided by a majority
of the  commercial                                         banks in Israel; 






	"Companies Law" 		
                        The  Companies  Law,  5759 - 1999, as amended from time to time,
or any other law                                         which shall replace it, and any
regulations promulgated thereunder; 






	"Companies Ordinance" 		The Companies  Ordinance [New Version] 5743 - 1983, as amended from
time to time,                                         or any  other  law  which  shall
 replace  it  and  any  regulations  promulgated
                                        thereunder; 






	"Company"  		Crystal
Systems Solutions Ltd.; 






	"Corporate Representative"  		
             As defined in Part E below; 
















	"Extraordinary Transaction" 		
            A transaction  which is not in the ordinary course of business of the
Company;  a                                         transaction  which is not on  market
 terms  or a  transaction  liable  to have a
                                        material  affect  on  the  profitability  of  the
 Company,  its  assets  or  its                                         liabilities;  an
 arrangement  between the Company and an Officer  regarding  the
                                        terms of his  office  and  engagement,  including
 the  grant of a  release  from                                         liability,
 insurance,  and an undertaking to indemnify or an indemnity according
                                        to the indemnity permit; 






	"General Manager" 		
                      The person  holding this title and any person  having the
 authority of a General                                         Manager, whatever his
title; 






	"Memorandum"  		The
Memorandum of Association of the Company as amended from time to time; 






	"Office" or "the Offices of the Company" 		
         The registered office of the Company at the relevant time;
 






	"Officer" "Register" 		
                              An Office Holder, as such term is defined in the Companies
Law;                                                 The  shareholders  register
 together with any additional  shareholders  register
                                        that the Company may maintain outside Israel; 






	"security"  		Share,
 debenture,  capital  note,  security,   certificate  or  right  entitling
                                        membership  or  participation  in the  Company
 or a claim  from it (if issued in                                         series),  a
 certificate  or right  entitling the holder to acquire a security of
                                        the  Company,  in each case  whether the
 security is in name form or bearer form
                                        including a debenture or option convertible into
shares; 






	"simple majority" 		
                      A majority  of those  present  and voting at a General  Meeting or
meeting of the                                         Board of Directors.  The vote of
any person present at a meeting as aforesaid who
                                        does not vote or abstains  from  voting with
 respect to any matter on the agenda                                         shall not be
included in the number of votes cast; 






	"transaction"  		A
contract or an  agreement  or a  unilateral  decision to bestow a right or some
                                        other benefit; 






	"Year" or  "Month"    		
                     According to the Gregorian calendar; 







	2.  	Interpretation  






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






2








	 	2.2 	Any
Article in these Articles which provides for an arrangement which differs in whole or in
part from any provision in the Companies Law, the Companies Ordinance or any other
provisions of any law, which can be stipulated against, amended or added to, in whole or
with regard to specific matters or within specific limitations, in accordance with any
law, shall be considered a stipulation against the provision of the Companies Law or
Companies Ordinance, as the case may be, even if the actual stipulation is not specified
in the said Article, and even if it is expressly stated in the Article (in whatever form)
that the effectiveness of the Article is subject to the provisions of any law. 






	 	2.3 	In
the event of a contradiction between any Article and the provisions of any law that may
not be stipulated against, amended or added to, the provisions of the said law shall
prevail, provided that nothing thereby shall nullify or impair the effectiveness of these
Articles or any other Article therein. 






	 	2.4 	In
interpreting any Article or examining its effectiveness, the interpretation shall be
given to that Article which is most likely to achieve its purpose as appearing therefrom
or as appearing from the other Articles included within these Articles. 








PART B: THE COMPANY, ITS OBJECTS AND
THE SHARE CAPITAL  



	3.  	The
Company and its Objects  






	 	 3.1 	The
Company is a public Company. 






	 	       3.2 	The
objects of the Company shall be as specified in the Memorandum.






	 	3.3 	The
Company may contribute reasonable amounts for any suitable purpose or categories of
purpose even if such contributions do not fall within business considerations of the
Company. The Board of Directors may determine the amounts of the contributions, the
purpose or category of purposes for which the contribution is to be made, and the
identity of the recipients of any contribution. 






	 	3.4 	The
Company may at any time undertake any kind of business activity which is permitted to the
Company under the terms of these Articles, expressly or by implication, and may refrain
from these activities, whether or not the Company has commenced that kind of business
activity, all in the absolute discretion of the Board of Directors. 






	4.  	Limited
Liability  






	 	
The
liability of the shareholders of the Company for the indebtedness of the Company shall be
limited as follows: 






	 	4.1 	If
the shares of the Company have a nominal value, the liability of each shareholder for the
indebtedness of the Company is limited to payment of the nominal value of the shares of
that shareholder. 






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	 	4.2 	If
at any time the Company shall issue shares with no nominal value, the liability of the
shareholders shall be limited to payment of the amount which the shareholders should have
paid to the Company in the respect of each share according to the conditions of issue. 






	5.  	Share
Capital  






	 	
The
authorized share capital of the Company is NIS 300,000 (Three hundred thousand New Israeli
Shekels) divided into 30,000,000 ordinary shares of NIS 0.01 nominal value each. 






	6.  	Changes
in the Share Capital  






	 	6.1 	The
General Meeting of the Company may, from time to time, increase the share capital of the
Company or change the class of authorized shares (whether issued or not), by creating new
shares, whether or not all of the shares that have been resolved to be issued have in
fact been issued at such time, and whether or not all of the shares which have been
issued at such time have been paid in full. Such increase or change in share capital
shall be in such amount and divided into shares and shall be made subject to such terms
and conditions and with such rights and preferences as specified in the resolution
creating the shares, and if no such directions are included within the resolution, as the
Board of Directors shall determine, and in particular, the shares may be issued with
preferred or subordinated rights (or without rights) to dividends, voting, repayment of
capital or with respect to any other matters. 






	 	6.2 	Unless
the resolution authorizing the increase in share capital provides otherwise, the new
shares shall be issued subject to all of the provisions of these Articles which apply to
the existing share capital of the Company. 






	 	6.3 	The
General Meeting may, from time to time, cancel any of its unissued authorized share
capital, unless there is any outstanding obligation on the part of the Company, including
a conditional obligation, to issue the shares. 






	 	6.4 	Subject
to the provisions of any law and the provisions of these Articles, the Company shall be
entitled, from time to time, to cancel any issued share capital. 






	7. 	 Rights
attached to the Shares and Issuance of Shares






	 	7.1 	Unless
these Articles provide otherwise, all of the shares shall carry equal rights for all
purposes, and each share shall vest in the holder thereof: 






	 	(a) 	The
right to receive an invitation to and to participate in each General Meeting
               of the Company, annual or special, and the right to one vote in respect of
each                share that he holds in every vote at each General Meeting of the
Company in                which he participates (whether in person or by proxy, including
through a                written ballot), provided that the share is owned by the
shareholder on the                record date specified in the resolution to convene the
General Meeting;  






	 	(b) 	The
right to receive dividends (if and to the extent distributed), the right to
               receive bonus shares (if and to the extent distributed), in each case in
               accordance with the nominal value of the shares (without taking into
account any                premium paid in connection with such shares) that the holder
holds in relation                to the total nominal value of the shares outstanding,
all on the date upon which                it is resolved to distribute the dividend or
bonus shares or other distribution                (as the case may be) or at such later
date as shall be provided in the                resolution in question and in accordance
with the number of shares the holder                holds on the said date;  






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	 	(c) 	The
right to participate in the distribution of any surplus assets of the
               Company upon liquidation in accordance with the nominal value of each
share in                relation to the total nominal value of the shares outstanding.  






	 	
The
provisions of these Articles with respect to General Meetings shall apply to all meetings
of any class of shareholders, mutatis mutandis.  






	 	7.2 	The
unissued shares forming part of the authorized share capital of the Company shall at all
times be under the control of the Board of Directors. Without prejudice to any special
rights granted to the current shareholders of the Company prior to such date, if any, the
Company (acting through the Board of Directors) may issue shares, whether included within
the original capital of the Company or as a result of an increase in capital, with rights
that are superior or inferior to the outstanding shares, or may issue shares which are
preferred or subordinated with regard to distributions, voting rights, the right to
repayment of capital or in connection with any other matter, all as the Company shall
determine from time to time. 






	 	7.3 	The
Company may issue redeemable securities upon such terms as the Board of Directors shall
determine. The Board of Directors may attach to redeemable securities the attributes of
shares, including voting rights and the right to participate in profits. 






	 	7.4 	The
Board of Directors may pay brokerage, underwriting or agents fees in connection with any
issue of securities of the Company, in such a manner as the Board of Directors shall
determine, and subject to the provisions of any law. 






	 	7.5 	In
the event of an issuance of shares or other securities by the Company, the Company will
have no obligation to offer such shares or other securities to the Company’s
shareholders first. 






	 	7.6 	If
at any time the share capital is divided into different classes of shares, the General
Meeting may, unless the terms of issue of that class of shares provide otherwise, amend,
convert, expand, add to or otherwise alter the rights, preferences, limitations and
directions relating to those shares (or which do not relate at such time to one of the
classes), provided that the holders of the class of shares that have been issued and
whose rights will be affected thereby agree thereto at a meeting of the holders of the
shares of the said class. 






	 	
The
special rights of the holders of any shares or class of shares that have been issued,
including shares issued with preferred rights or other special rights, shall not be
deemed to have been altered or impaired as a result of the creation or issue of
additional shares of equal rank or as a result of the cancellation of authorized share
capital of the same class which have not yet been issued, unless it is otherwise
specified in the conditions of issue of those shares.  







5








	 	
The
consolidation or division of the share capital of the Company shall not be deemed to
amend the rights attached to the shares which are the subject of such consolidation or
division.  






	8.  	Shareholders  






	 	8.1 	Unless
otherwise specified in any law or in these Articles, the Company shall be entitled to
treat the registered holder of any share, including a shareholder registered as holding a
share on trust, as the absolute owner, and accordingly shall not, except as ordered by a
court of competent jurisdiction, or as required under any law, be bound to recognize any
equitable or other claim to, or interest in, such share of any other person. 






	 	8.2 	The
Company will be entitled, in accordance with its absolute discretion, to transfer and to
pay any amount (in any manner of payment that it selects), any asset of any sort,
including bonus shares, to shareholders of the Company whose shares are not registered in
their name in the Register, by executing such transfer to a Registration Company or to
members of the stock exchange on which the shares of the Company are traded or to a
trustee that the Company shall appoint for such matter. As long as the Company has acted
based upon information that appears to have been provided to the Company by the
shareholders thereof (including information provided by a Registration Company or a
member of the stock exchange), the Company shall not be responsible for any unpaid amount
or any asset that was not transferred to such shareholder, and the Company shall be
deemed as if it has paid the said amounts and transferred the said assets, as the case
may be, in full, on the date such amounts or assets were transferred to such Registration
Company, member of the stock exchange or trustee. 






	 	8.3 	The
Board of Directors of the Company may, from time to time, settle procedures in connection
with determining the identity of shareholders and in connection with the manner in which
any right, benefit, asset or amount should be transferred to or distributed among them,
including, without limitation, with respect to the distribution of dividends or bonus
shares, and with respect to the grant of any right, asset or other benefit to the
shareholders of the Company in their capacity as such. Any amounts, bonus shares, rights
or property of any kind that are transferred to a shareholder (including to his agent,
attorney or to any other person that the shareholder directs) whose identity has been
authenticated in accordance with the procedures as aforesaid shall be deemed settlement
in full and release of the indebtedness of the Company towards any person claiming a
right to such payment, transfer, distribution or grant of right, as the case maybe. 






PART C: THE SHARES  



	9.  	Share
Certificates  






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






6








	 	9.2 	Each
shareholder whose name appears in the Register shall be entitled to receive one share
certificate in respect of the shares registered in his name, or, if the Board of
Directors so authorizes (and after payment of the amount which the Board of Directors
shall determine from time to time) a number of share certificates, each one in respect of
one or more of these shares. Each share certificate shall indicate the name of the
shareholder, the number of shares in respect of which it has been issued, and any
additional information as shall be determined by the Board of Directors. 






	 	9.3 	A
certificate in respect of a share registered in the names of two or more persons shall be
delivered to such person as all of the registered shareholders of that share shall
direct, and in the absence of agreement, to the person whose name appears first on the
Register from among the names of the joint owners. 






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






	 	9.5 	The
Company shall not issue shares other than shares that are paid in full. Shares shall be
deemed to have been paid in full if the full amount of the nominal value and any premium
thereon has been paid, in accordance with the terms of issue of the shares. 






	 	       9.6 	The
Company may issue bearer shares or exchange a bearer certificate for a bearer share
certificate.






	10.  	Transfer
of Shares  






	 	10.1 	A
transfer of shares shall be effected by way of delivery of a share transfer deed in the
form set forth below, which shall include all of the details and bear the signature of
the transferor and the transferee and of the witnesses to their signatures. 






	 	10.2 	The
transferor shall be deemed to have remained a shareholder until the name of the
transferee is registered in the Register in respect of the share that is transferred. 






	 	10.3 	The
Company is entitled to require payment for the registration of a transfer of shares in
the Register (including registration of a transfer of shares registered in the name of a
Registration Company to the names of the owner of those shares) in such amount as the
Board of Directors shall determine from time to time. 






	 	10.4 	The
Board of Directors or any other person authorized thereto by the Board of Directors for
such purpose, is entitled: 






	 	(a) 	to
refuse to recognize a share transfer unless the certificate of the
               transferred shares is being presented, and the transferor provides any
               additional details necessary to prove his or her entitlement to transfer
the                shares. The share transfer deeds that are registered shall remain with
the                Company. Any share transfer deed that the Board of Directors refuses
to register                shall be returned to the person delivered it to the Company,
at his request;  






	 	(b) 	to
refuse to recognize any share transfer until receipt of payment in respect of
               registration of the transfer.  






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	 	10.5 	The
share transfer deed shall be substantially in the form set forth below, or in such
regular or customary form as shall be approved by the Board of Directors: 






	 	
“The
undersigned, I.D. Number/Company Number ______________ (hereinafter “the Transferor”)
in consideration for the payment of NIS ________ that has been paid to me by ___________,
whose address is at ________________________, (hereinafter “the Transferee”)
hereby transfer to the Transferee ________ shares of NIS ________ each, numbered from __
until ________ inclusive, in Crystal Systems Solutions Ltd., so that the Transferee shall
hold the same in accordance with the terms upon which the undersigned held the shares
immediately prior to signature of this deed; 






	 	
and
the Transferee, agrees to receive the abovementioned shares upon the abovementioned terms. 






	 	
IN
WITNESS WHEREOF the parties have executed this deed, the ________ day of ______________.  











			 	
			 	
			 	
			 	
			 	
	  	____________________________________
Transferor	  	____________________________________
Transferee










			 	
			 	
			 	
			 	
			 	
	  	____________________________________
Witness to the signature of Transferor	  	____________________________________
Witness to the signature of Transferee"







	 	10.6 	Notwithstanding
other provisions of these Articles, the Company shall amend the Register by order of the
court, or if the Board of Directors is satisfied that the legal requirements for the
assignment or transmission of the right to shares are fulfilled. 






	 	10.7 	The
provisions of this Article shall apply also a transfer of a right to a share held by a
number of holders jointly, mutatis mutandis. 






	 	10.8 	The
Company may destroy share transfer deeds seven years after registration of the transfer,
and share certificates that have been cancelled three years after cancellation, and there
shall be a presumption that all share transfer deeds and certificates that have been
destroyed were in full force and that the transfers and cancellations and the
registrations that were effected based thereon were lawfully carried out. 






	11.  	Decedents’ Shares  






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







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	12.  	Receivers
and Liquidators  






	 	
The
Company may recognize the receiver or liquidator of any corporate member in winding-up or
dissolution, or the receiver or trustee in bankruptcy of any member, as being entitled to
the shares registered in the name of such member. The receiver or liquidator of a
corporate member in winding-up or dissolution, or the receiver or trustee in bankruptcy of
any member, upon producing such evidence as the Board of Directors deems sufficient that
he sustains the character in respect of which he proposes to act under this Article or of
his title, shall with the consent of the Board of Directors (which the Board of Directors
may grant or refuse in its absolute discretion), be registered as a member in respect of
such shares, or may, subject to the regulations as to transfer herein contained, transfer
such shares. 






PART D – GENERAL MEETINGS  



	13.  	Annual
General Meeting  






	 	
The
Company shall hold an Annual General Meeting once every year and no later than fifteen
months following the last Annual General Meeting held. The Agenda for the Annual Meeting
shall be determined by the Chairman of the Board of Directors in accordance with the
instructions of the Board of Directors and shall include, inter alia, discussing the
Financial Statements, any matter to be discussed at such meeting according to these
Articles or any law, and any other matter that the Board of Directors may determine. To
the extent required, the agenda may include appointment of directors, appointment of an
auditor, receipt of report from the Board of Directors regarding the fees of the auditor
in connection with the audit and any other matter that may require the convening of a
Special Meeting. 






	14.  	Special
Meeting  






	 	
All
General Meetings other than Annual General Meetings shall be called “Special
Meetings”. The Board of Directors may, whenever it deems fit, and it shall, within 21
days after receiving a demand in writing by shareholders or directors, as provided in the
Companies Law, convene a Special Meeting, at such time and place, as may be determined by
the Board of Directors. Any such demand must state the purpose for which the meeting is to
be convened, be signed by the petitioners, and deposited at the Office. 






	 	15. 	Record
Date  






	 	
Notwithstanding
any provision of these Articles to the contrary, and to allow the Company to determine the
shareholders entitled to notice of, or to vote at, any General Meeting, or to express
consent to or dissent from any corporate action in writing without a meeting, or entitled
to receive payment of any dividend or other distribution or allotment of any rights, or
entitled to exercise any rights in respect of, or to take or be the subject to, any other
action, the Board of Directors may fix, a record date, which shall not be more than forty
(40) days (or any longer period permitted under the Companies Law), nor less than four (4)
days before the date of such meeting or other action. A determination of holders of record
entitled to notice of or to vote at a meeting shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting. 






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	16.  	Convening
the Meeting  






	 	16.1 	The
time and place of each General Meeting shall be determined by the Board of Directors or
by the Chairman thereof. If no location for the convening of the meeting is specified by
the Board of Directors or by the Chairman of the Board of Directors, the meeting shall
convene at the Offices of the Company. 






	 	16.2 	The
Board of Directors may, in its absolute discretion, resolve to enable persons entitled to
attend a General Meeting to do so by simultaneous attendance and participation at the
principal meeting place and a satellite meeting place or places anywhere in the world and
the shareholders present in person, by proxy or by written ballot at satellite meeting
places shall be counted in the quorum for and entitled to vote at the General Meeting in
question, and that meeting shall be duly constituted and its proceedings valid, provided
that the Chairman of the General Meeting is satisfied that adequate facilities are
available throughout the General Meeting to ensure that all shareholders attending at the
meeting place are able to: 






	 	(a) 	participate
in the business for which the meeting has been convened;  






	 	(b) 	hear
all persons who speak (whether by the use of microphones, loudspeakers
               audio-visual communications equipment or otherwise) at the principal
meeting                place and any satellite meeting place, and  






	 	(c) 	be
heard by all other persons so present in the same way.  






	 	
The
Chairman of the General Meeting shall be present at, and the meeting shall be deemed to
take place at, the principal meeting place.  






	 	16.3 	Unless
otherwise expressly directed by a court of competent jurisdiction, the provisions of
these Articles shall apply, with such changes as required in the circumstances, to the
convening, conduct and proceedings of a General Meeting convened by order of a court of
competent jurisdiction and of a General Meeting lawfully convened other than by the Board
of Directors, and to any vote at such meeting. 






	 	       16.4 	The
Company shall not be required to give notice under Section 69(b) of the Companies Law.






	17.  	Proceedings
at General Meetings  






	 	       17.1 	No
discussion  shall be commenced at a General Meeting unless a quorum is present at the
 commencement                 of the meeting.






	 	
Other
than where a different rule is provided in these Articles or by any law or by a court of
competent jurisdiction, a quorum shall be two or more shareholders present in person or
by proxy or by written proxy, who hold an aggregate of at least 35% (thirty five percent)
of the voting rights in the Company.  






	 	17.2 	If
within an hour from the time set for the General Meeting no quorum is present, the
meeting shall automatically be adjourned to the same day and same time one week
thereafter (unless such day shall fall on a public holiday either in Israel or the United
States, in which case the General Meeting will be adjourned to the first day, not being
Friday, Saturday or Sunday, which follows such public holiday), at the same place fixed
for the original meeting (with no need for any notice to the shareholders) or until such
other later time if such time is specified in the original notice convening the General
Meeting, or if the Company gives notice to the shareholders no less than 72 hours before
the date fixed for the adjourned meeting. 






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	 	17.3 	If
at an adjourned meeting there is no quorum present half an hour after the time set for
the meeting, any two shareholders present in person or by proxy, shall constitute a
quorum. 






	 	17.4 	Notwithstanding
any other provision in these Articles, if the convening of a Special Meeting is demanded
other than by resolution of the Board of Directors of the Company, the adjourned meeting
shall take place only if there are present at least two shareholders holding voting
rights in an amount no less than the amount required in order to convene the original
meeting. If there is no quorum as aforesaid at the adjourned meeting, the meeting shall
not be adjourned to another date and all of the proposed resolutions on the agenda shall
be deemed to have been rejected by the meeting. 






	 	17.5 	The
Chairman of the Board of Directors of the Company shall act as Chairman of every General
Meeting of the Company. If there is no Chairman of the Board of Directors and the Board
of Directors has not determined that another individual shall act as Chairman of the
meeting as aforesaid, or if the proposed Chairman is not present fifteen minutes after
the time set for the meeting, or if that person does not wish to act as Chairman of the
meeting, the shareholders present at the meeting shall in person or by their proxies
elect a shareholder or a proxy present at the meeting to act as Chairman of the meeting. 






	 	17.6 	The
Chairman of the meeting may, with the consent of a meeting at which a quorum is present,
postpone the meeting from time to time and from place to place, and he must postpone the
meeting as aforesaid if the meeting directs him to do so. At a resumption of the meeting
that has been adjourned as aforesaid, only those matters which were on the agenda of the
original meeting and the discussion of which was not completed or commenced, shall be
discussed. Notwithstanding anything in these Articles to the contrary, if a meeting is
adjourned for twenty-one (21) days or more, a notice shall be given of the adjourned
meeting as in the case of an original meeting. Except as aforesaid, no shareholder shall
be entitled to receive any notice of an adjournment or of the business to be transacted
at the adjourned meeting. 






	 	17.7 	At
any General Meeting, a resolution, in respect of any business put to a vote at the
meeting shall be decided by a poll. Such poll shall be held in the manner and at the time
and place as the Chairman of the General Meeting directs (including the use of ballots or
tickets), whether immediately or after an interval or postponement, or in any other way,
and, subject to the other provisions of these Articles and the Companies Law, the results
of the poll shall be deemed to be a resolution of the General Meeting. The holding of a
poll shall not prevent the continued business of the General Meeting. 






	 	17.8 	Unless
specified otherwise under any law, each resolution of the General Meeting (including a
resolution with respect to the amendment, alteration or addition to these Articles or
replacement thereof) shall be carried by a simple majority. 






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	 	17.9 	The
announcement by the Chairman that a resolution has been carried unanimously or by a
certain majority or has been rejected shall be prima facie evidence of that fact. An
announcement as aforesaid and a notification to this effect that has been recorded in the
minute books of the Company shall be prima facie evidence of the matter stated therein
and there shall be no need to prove the number of votes or the proportion of the votes
cast in favor or against the proposed resolution. 






	18.  	Voting  






	 	18.1 	Each
share shall entitle the holder thereof to one vote for a share which held by him and to
which a voting right is attached without regard to the nominal value of that share,
unless the terms of issue of the share provide otherwise. 






	 	18.2 	A
corporation which is a shareholder may authorize an officer in the corporation to be its
representative at any meeting of the Company. A person authorized as aforesaid shall be
entitled to use, on behalf of the corporation that he represents, the same powers which
the corporation itself could have used if it was an individual shareholder. 






	 	18.3 	A
shareholder who is a minor and a shareholder who has been declared legally incompetent by
a court of competent jurisdiction may vote only through his guardian, and the said
guardian may vote by proxy. 






	 	18.4 	In
the case of joint owners of a share, the vote of the principal joint owner shall be
accepted by the Company, whether given in person or by proxy, and the vote of the
remaining joint owners shall not be accepted. For the purpose of this Article, the
principal joint owner shall be deemed to be the shareholder whose name first appears in
the Register with respect to the relevant shares. 






	19.  	Voting
by Proxy  






	 	19.1 	A
shareholder may appoint a proxy to vote in his place and the proxy need not be a
shareholder in the Company. The appointment of a proxy shall be in writing signed by the
person making the appointment or by an attorney authorized for this purpose, and if the
person making the appointment is a corporation, by a person or persons authorized to bind
the corporation. 






	 	19.2 	The
document appointing the proxy to vote (the “Appointment”) and power of attorney
(if any) pursuant to which the Appointment has been signed, or a copy thereof certified
to the satisfaction of the Board of Directors, shall be deposited in the Office (or at
such other place in Israel or abroad as the Board of Directors may direct from time to
time) or at the location set for the meeting not less than 2 (two) hours (or not less
than 24 (twenty four) hours with respect to a meeting to be held outside of Israel),
before the time of the meeting, or shall be delivered by hand to the Chairman at the
commencement of the meeting, provided that the Chairman of the meeting may waive this
requirement for any meeting. Any question that may be raised concerning the eligibility
of an Appointment will be decided by the Chairman of the meeting and his decision will be
final. 






	 	19.3 	A
shareholder holding more than one share may appoint more than one proxy, subject to the
following provisions: 






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	 	(a) 	The
Appointment shall indicate the class and number of shares in respect of
               which it is given;  






	 	(b) 	If
the number of the shares of any class specified in the Appointments that have
               been given by one shareholder exceeds the number of shares of that class
held by                him, all of the Appointments given by that shareholder shall be
void;  






	 	(c) 	If
only one proxy is appointed by the shareholder and the Appointment does not
               indicate the number and class of shares in respect of which it is given,
the                Appointment shall be deemed to have been given with respect to all of
the shares                owned by the shareholder at the time for determining the
entitlement to                participate and vote at the meeting (if the Appointment is
given for a specific                meeting) or in respect of all of the shares held by
the shareholder at the date                of depositing the Appointment with the Company
or on the date of delivery to the                Chairman of the meeting, as the case may
be. In the event that an Appointment is                given with respect to a number of
shares less than the number of shares held by                the shareholder, the
shareholder shall be deemed to have abstained from voting                with respect to
the remainder of the shares that he owns and the Appointment                shall be
valid with respect to the number of shares specified therein.  






	 	19.4 	Each
appointment of a proxy, whether for a specific meeting or otherwise, shall, to the extent
that the circumstances permit, be substantially in the following form: 






	 	
“I,
________ (I.D. Number/Company Number ________) of ____________________, in my capacity as
shareholder of Crystal Systems Solutions Ltd., hereby appoint ________, (I.D.
Number/Company Number ______________) of ____________________, or in his/her absence,
______________, (I.D. Number/Company Number ______________) of ______________, to vote on
my behalf and in my name with respect to ________ Class __ shares held by me at the
(annual/special) meeting of the Company that shall be held on the ___ day of ________,
and at any adjournment of such meeting.  






	 	
In
witness whereof I have signed hereon this ___ day of ________.  






	 	
_____________________________
Name and Signature” 






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







13








	 	19.6 	Subject
to the provisions of the Companies Law and any other regulations that may be enacted form
time to time pursuant thereto, the Board of Directors is entitled, from time to time, at
its absolute discretion, to determine which resolutions may also be approved at the
general meeting or any other type of meeting (whether applying generally or applying
one-time only) by proxy and to change the said matters determined by the General Meeting
and also to determine from time to time any administrative provisions with respect to any
matter connected with the proxies or position papers. 






	 	
Should
the Board of Directors formulate procedures and matters as specified above, such
procedures and matters will be brought to the attention of the shareholders such that
they will be available for review by the shareholders at any reasonable time at the
Office or at any other place or in any other manner to be determined by the Board of
Directors.  






	 	19.7 	Subject
to the provisions of any law, resolutions approved by a General Meeting, at which the
shareholders are entitled to vote by proxy, will not be invalidated if the Company, in
error: 






	 	(a) 	did
not send to the shareholders a proxy, notice of convening the General
               Meeting or a notice regarding the possibility of voting at that General
Meeting                by way of proxy or if it did not send any position paper or any
other document                to the shareholders;  






	 	(b) 	sent
documents and notices late or to an incorrect address;  






	 	(c) 	did
not count the shareholders votes or counted the votes as said but in an
               incorrect or imprecise manner, provided that such counting of votes did
not                result in a change of the resolutions passed at the General Meeting or
in the                derogation of the validity of the General Meeting or of the
validity of the                passed resolution had the votes for such resolution been
counted precisely.  






	 	(d) 	did
not act in accordance with the provisions of the law or procedures
               prescribed by the Board of Directors with regard to voting by way of
proxies and                the sending of position papers.  






	20.  	Powers
of the General Meeting  






	 	
The
Company’s decisions on the following matters shall be adopted by the General Meeting
in accordance with the required majority provided by with any law and any provision of
these Articles: 






	 	 20.1 	Changes
in the Articles. 






	 	       20.2 	Changes
in the Memorandum with respect to the Company's name and its purposes only.






	 	       20.3 	Appointment
of the Company's auditor and the termination of his service.






	 	       20.4 	Appointment
of directors,  including outside directors,  and the termination of their service,  all
as                 provided in these Articles.






14








	 	20.5 	The
increase and reduction of the registered share capital and a change of the rights
attached to the existing shares, all in accordance with the provisions of any law. 






	 	       20.6 	A
merger, in accordance with the provisions of any law.






	 	20.7 	Approval
of acts and transactions that require the approval of the General Meeting under the
provisions of any law or of these Articles. 






	 	       20.8 	Exercise
of the powers of the Board of Directors in the events prescribed under the law.







PART E: THE BOARD OF DIRECTORS  



	21.  	Appointment
and Dismissal of Directors  






	 	21.1 	Until
such time as the General Meeting decides otherwise, the number of members of the Board of
Directors shall be set by the Board from time to time, provided, however, that such
number shall be not less than three (3) and not more than six (6). 






	 	21.2 	The
directors will be elected by the General Meeting (whether at the Annual General Meeting
or at a Special Meeting) on the agenda of which will be the appointment of directors. 






	 	21.3 	For
as long as the Company is required in accordance with any law, to appoint outside
directors, the Company’s General Meeting (whether the Annual General Meeting or
Special Meeting) shall appoint any number of outside directors, on any conditions in a
manner prescribed by law. 






	 	21.4 	In
addition to the directors who are appointed by the General Meeting as aforesaid, the
Board of Directors of the Company may at its discretion appoint additional directors,
provided that the number of members of the Board of Directors after such appointment
shall not exceed the maximum number of directors fixed in these Articles. 






	 	21.5 	Subject
to the provisions of any law regarding the cessation of the service of outside directors,
the General Meeting is entitled to dismiss a director, including a director that was not
appointed by the General Meeting, before the completion of his service for any reason,
provided that the director is given a reasonable opportunity to bring his position before
the General Meeting. 






	 	21.6 	Any
dismissal, replacement, appointment or re-appointment of a director that was appointed by
the Board of Directors shall be approved by the majority of directors present and voting
at a meeting of the Board of Directors, in which the agenda includes the appointment. 






	 	21.7 	An
organ that is entitled to appoint a director will be entitled to determine the
commencement of his service that will either be at the time of the appointment of that
director or at a later time. 






	 	21.8 	The
service of a director that was appointed by the General Meeting will cease (if he has not
been dismissed earlier by the General Meeting, as described above) at the end of the
first Annual General Meeting held after the said date of appointment (without a need to
give the director an opportunity to present his position). 






15








	 	       21.9 	Subject
to the  provisions  of any law, a director  who has ceased to serve as a director  is
eligible                 to be re-appointed.






	 	21.10 	Subject
to the provisions of any law, the office of a director (including the office of an
Alternate Director and a Corporate Representative) shall be vacated automatically in each
of the following events: 






	 	(a) 	upon
his death;  






	 	(b) 	if
he is declared to be legally incompetent;  






	 	(c) 	if
he is declared bankrupt, and if the director is a corporation, if a
               liquidator, receiver, special manager or trustee (in each case temporary
or                permanent) is appointed for the corporation or its assets within the
context of                a creditors scheme of arrangement or an order of stay of
proceedings;  






	 	(d) 	if
he resigns from office by written notice to the Company, to the Chairman of
               the Board of Directors or to the Board of Directors, in which case the
office of                the director shall be vacated on the date of service of notice
or at such later                date as specified in the notice as the effective date of
resignation;  






	 	(e) 	if
his term of office was terminated in accordance with the provisions of these
               Articles;  






	 	(f) 	if
the director is convicted in a final judgment of an offence of a nature which
               disqualifies a person from serving as a company director;  






	 	(g) 	if
a court of a competent jurisdiction decides to terminate his office in a
               decision or judgment for which no stay of enforcement granted.  






	 	21.11 	Notwithstanding
anything stated in these Articles, the appointment of a director, an Alternate Director
or a Corporate Representative, as the case may be, (together “the Appointee”)
shall not come into effect before the Appointee has delivered to the Company a notice in
writing in which the Appointee declares that he is lawfully competent to be appointed as
a director of the Company and that he agrees to be appointed as a director of the
Company. The notice shall include the personal details of the appointee required by law.
The form of the aforesaid notice shall be set down by the Board of Directors from time to
time and may be in the form of an affidavit prepared and authenticated in accordance with
the law. 






	 	21.12 	If
any director is not appointed, or if the appointment of any director does not come into
effect, or if the office of a director becomes vacant, the remaining directors may act in
any manner provided that their number does not fall below the minimum number specified in
these Articles. If the number of directors falls below the minimum number as aforesaid,
the directors shall not be able to act other than in emergencies, or for the purpose of
convening a General Meeting, or for the purpose of the appointment of additional
directors by the Board of Directors. 






	 	       21.13 	A
corporation is fit to act as a director and as an Alternate Director of the Company.






16








	22.  	Alternate
Director  






	 	22.1 	A
director may at any time appoint an alternate (“the Alternate Director”), who
is competent to serve as director of the Company. A person who at that time is serving as
a director, an Alternate Director of another director or a Corporate Representative may
not serve as an Alternate Director. The Alternate Director shall have all of the duties,
rights and authorities (other than the authority to appoint an alternate for himself)
which the director who appointed him has, provided, however, than an Alternate Director
shall have no standing in any meeting in which the director who appointed him is present. 






	 	22.2 	The
appointment of an Alternate Director and the cancellation thereof shall be by a written
notice to be delivered by the appointing director to the Company. The appointment and
cancellation of an appointment shall come into effect on the date of delivery of the
notice to the Company or at the date specified in the notice, whichever is later. 






	 	22.3 	A
director who appoints an Alternate Director may at any time cancel the appointment. In
addition, the office of an Alternate Director shall be vacated whenever the Alternate
Director notifies the Company in writing of his resignation, with effect from the date of
his notice or whenever the director who has appointed the Alternate Director ceases to be
a director of the Company for whatever reason. 






	 	22.4 	An
Alternate Director shall alone be responsible for his own acts and defaults, and he shall
not be deemed the agent of the director who appointed him. 






	23.  	Corporate
Representative  






	 	23.1 	A
corporation which acts as a director or an Alternate Director shall appoint an individual
qualified to be appointed as a director of the Company to act on its behalf in the Board
of Directors (the “Corporate Representative”). 






	 	23.2 	The
appointment of a Corporate Representative and the cancellation thereof shall be by a
written notice to be delivered by the appointing corporation to the Company. The
appointment shall come into effect on the date of service of notice to the Company or on
the date specified in the notice, whichever is later. 






	 	23.3 	The
appointing corporation is entitled to the rights and authorities of a director only at
the time at which the corporation has validly appointed a Corporate Representative. 






	24.  	Chairman
of the Board of Directors  






	 	24.1 	The
Board of Directors may appoint one of the directors (other than an Alternate Director or
a Corporate Representative) to act as a Chairman of the Board of Directors, remove such
Chairman from office and appoint another person in his place. The Chairman of the Board
of Directors shall not have an additional or casting vote at meetings of the Board of
Directors. 






	 	24.2 	The
service of the Chairman of the Board of Directors continues even after the convening of
the General Meeting at which directors are appointed or dismissed and will cease upon the
occurrence of any of the following events: 






17








	 	(a) 	the
completion of the period of service that was determined in the appointment
               resolution;  






	 	(b) 	where
the Chairman of the Board of Directors resigns such position by a written
               notice to the Board of Directors. In such a case, his service will cease
on the                date upon which the notice is delivered or on the date prescribed
in the notice                to be the effective date of the resignation, whichever is
later.  






	 	(c) 	the
Chairman of the Board of Directors ceases to serve as a director for any
               reason;  






	 	(d) 	the
Chairman is dismissed by the Board of Directors.  






	 	24.3 	The
Chairman of the Board of Directors may, from time to time by a written notice to the
Board of Directors, appoint another director to act as a Deputy Chairman of the Board of
Directors, to dismiss the Deputy Chairman and to appoint another in his place, provided
that the tenure of the Deputy Chairman of the Board of Directors shall not cease even if
the person who appointed him ceases to act as Chairman of the Board of Directors or as a
director, unless the Board of Directors decides otherwise. If the Chairman of the Board
of Directors is not present 15 minutes after the beginning of a meeting of the Board of
Directors, or if he does not wish to sit as Chairman of the meeting, the Deputy Chairman
or in the absence of a Deputy Chairman, any other director chosen by the Board of
Directors to be the Chairman of such meeting, shall conduct the meeting and may exercise
all of the authorities vested in the Chairman of the Board of Directors. 






	 	24.4 	The
Chairman of the Board of Directors shall have all of the powers, rights and authorities
granted to him under these Articles or by law. Without prejudice to the generality of the
aforesaid, the Chairman of the Board of Directors shall have all power and authority
necessary in order to carry out his functions and to exercise his rights and authorities
in an efficient manner, including the authority to act in the name of the Company and on
its behalf in the matters referred to above and to give directions to the General Manager
of the Company and to employees and consultants of the Company for this purpose. 






	 	24.5 	If
both the Chairman of the Board of Directors and the Deputy Chairman are absent 15 minutes
after the beginning of a meeting of the Board of Directors, or they do not wish to act as
Chairman, or no Chairman of the Board of Directors has been appointed for the Company,
the Board of Directors shall appoint one of its members (including an Alternate Director
or Corporate Representative) to be the Chairman of such meeting. 






18








	25. 	 Convening
and Conduct of Meetings of the Board of Directors






	 	25.1 	The
Board of Directors shall convene as often as the needs of the Company require and shall
do so at least once every three months. 






	 	       25.2 	The
Board of Directors shall be convened as follows:






	 	(a) 	In
accordance with a decision of the Chairman of the Board of Directors;  






	 	(b) 	At
the request of two directors, but if the Board of Directors comprises up to
               five members, at the request of one director;  






	 	(c) 	By
the Chairman of the Board of Directors if and when a notice or a report from
               the General Manager is received requiring the action of the Board of
Directors                or a notice from the auditor regarding substantial defects in
the audit of the                Company.  






	 	(d) 	In
any other case in which it is required by law to convene a meeting of the
               Board of Directors.  






	 	25.3 	If
a meeting of the Board of Directors is convened by the Chairman of the Board of Directors
or by a majority of the members of the Board of Directors, the meeting shall be convened
no earlier than the next business day following delivery of a notice of the meeting to
all of the members of the Board of Directors, unless the Chairman of the Board of
Directors or a majority of the members of the Board of Directors determine that because
of the urgent nature of any matter on the agenda, the meeting must be convened within a
shorter time. In such a case, the meeting shall be convened in the manner which allows
the participation of the maximum number of members of the Board of Directors in the
meeting. 






	 	25.4 	The
Board of Directors may hold meetings using any means of communication, provided that all
of directors participating can hear one another at the same time, as well as in any other
manner permitted by law. Such a meeting will be considered for the purposes of any
matter, including the matters of sending notices, legal quorums and the recording of
protocols, as an ordinary meeting of the Board of Directors. 






	 	25.5 	Until
otherwise unanimously decided by the Board of Directors, a quorum at a meeting of the
Board of Directors shall be constituted by the presence of a majority of the directors
then in office who are lawfully entitled to participate in the meeting, but shall not be
less than two. 






	 	25.6 	The
Board of Directors may make a decision without actually convening, provided that all of
the directors entitled to participate in the discussion and vote on the matter brought
for decision agree thereto. A resolution in writing signed unanimously by all the
directors then in office and lawfully entitled to vote thereon or to which all of the
directors have given their unanimous written consent (by letter, e-mail, facsimile or
otherwise) shall be deemed to have been adopted by a meeting of the Board of Directors
duly convened and held. 






	 	25.7 	Other
than expressly provided in these Articles, the minutes of each meeting of the Board of
Directors, shall be signed by the Chairman of the Board of Directors, or the Chairman of
the meeting, as the case may be. 






19








	 	       25.8 	At
a vote of the Board of Directors, each director shall have one vote.






	 	       25.9 	Resolutions
of the Board of Directors  shall be carried by a simple  majority of the directors
 voting                 on any matter on the agenda.






	 	25.10 	Any
action taken by or in accordance with a resolution of the Board of Directors or by or in
accordance with a decision of a Committee of the Board of Directors or by a director
acting in his capacity as director is valid and effective even if it is subsequently
discovered that there was a defect in the appointment of the directors or the election of
the directors or if all or one of them was disqualified, in each case as if each of the
directors had been lawfully elected and as if he was fully qualified to act as director,
Alternate Director, Corporate Representative or member of the said Committee, as the case
may be. 






	26. 	 Notice
of Meetings of the Board of Directors






	 	26.1 	Notice
of a meeting of the Board of Directors shall be delivered to each director verbally, by
telephone, in writing or by any other means of communication. If a director has appointed
an Alternate for himself, notice shall be delivered to the Alternate. Notice to a
director which is a corporation shall be delivered to the Corporate Representative. 






	 	26.2 	A
notice convening a meeting of the Board of Directors shall include reasonable particulars
of all of the matters on the agenda, as well as the place and time fixed for the meeting. 






	 	       26.3 	All
of the directors may agree to waive prior notice of a meeting of the Board of Directors.






	27.  	Authorities
of the Board of Directors  






	 	27.1 	The
Board of Directors shall set the policy guidelines for the Company and shall supervise
the performance and activities of the General Manager, and as part thereof it: 






	 	(a) 	shall
determine the Company’s plans of activity, the principles of
               financing them and the order of priority among them;  






	 	(b) 	shall
examine the Company’s financial situation and set a framework of
               credit which the Company may take;  






	 	(c) 	shall
determine the organizational structure and the wage policy;  






	 	(d) 	may
decide to issue a series of debentures;  






	 	(e) 	is
responsible for the preparation and approval of the financial reports;  






	 	(f) 	shall
appoint and dismiss the General Manager of the Company;  






	 	(g) 	shall
decide on the acts and transactions that require its approval in
               accordance with these Articles or the Companies Law;  






20








	 	(h) 	may
allocate shares and securities convertible into shares up to the limit of
               the Company’s registered share capital;  






	 	(i) 	may
decide on a distribution;  






	 	(j) 	shall
express its opinion on a special purchase offer.  






	 	27.2 	Without
prejudice to the generality of the aforesaid, the Board of Directors shall be entitled to
use all of its authorities and powers and to carry out all the actions vested in it by
law or by these Articles. 






	 	27.3 	The
Board of Directors may exercise any authority of the Company which has not been delegated
by these Articles or by law to the General Manager or to the General Meeting, and such
authority shall be deemed to have been delegated to the Board of Directors by these
Articles. 






	 	27.4 	The
power of the Board of Directors shall be subject to the provisions of any law, and to any
article that shall be adopted by the Company in General Meeting, provided that no such
article shall invalidate any action taken prior thereto by the Board of Directors or
pursuant to a decision thereof which would have been legally valid but for the adoption
of the said article. 






	 	27.5 	The
General Meeting may assume the authority vested in the Board of Directors (including the
authorities vested in the Board of Directors in the absence of a General Manager) for a
specific matter or for a specific period of time. 






	 	27.6 	For
the purpose of exercising the general authorities vested in the Board of Directors and
without limiting or restricting in any way whatsoever the said authorities or any of
them, it is hereby expressly stated that the Board of Directors shall have the following
authorities: 






	 	(a) 	From
time to time to appoint one or more persons (whether or not that person is
               a member of the Board of Directors) as a General Manager or another
Officer of                the Company, either for a fixed period of time or for an
unlimited period of                time, and from time to time (bearing in mind the terms
of any contract between                the Company and such person or persons) to dismiss
him or them from office and                appoint another person or persons in his or
their place.  






	 	(b) 	Subject
to any rule of law, to fix the remuneration of the General Manager or of
               any other Officer from time to time (bearing in mind the terms of any
contract                between the Company and such person). Such remuneration may be in
the form of a                fixed salary, payment based on the profits or turnover of
the Company or of any                other company in which the Company is interested, or
by way of participation in                such profits, or by way of receipt of
securities of the Company, or in one or                more of these ways, or in any
other manner which the Board of Directors deems                fit.  






	 	(c) 	To
determine the remuneration of the auditor of the Company.  






	 	27.7 	For
the purpose of setting the policy guidelines for the Company and supervising its
activities, any director may examine the documents and records of the Company and receive
copies thereof, examine the assets of the Company and receive professional advice at the
expense of the Company if the Board of Directors or the court approves the covering of
this expense. 






21








	 	28.	  Reserved. 






	29.  	Committees
of the Board of Directors  






	 	29.1 	The
Board may delegate all or any of its powers, authorities and responsibilities (except for
those powers, authorities and responsibilities which, under the Companies Law, the Board
is unable to delegate) to any committee consisting of such members of the Board as the
Board may, from time to time, think fit, subject to the Companies Law, widen, curtail or
revoke such delegation of powers, authorities and responsibilities. 






	 	29.2 	To
the fullest extent permitted by law, the Board, after determining a number of shares
reserved for the issuance of shares, options or warrants to the Company’s employees,
directors, and consultants, may delegate the power to issue such options and shares to a
committee of the Board. 






	 	29.3 	Any
committee of the Board shall in the exercise of the power, authorities and
responsibilities so delegated conform to any regulations that may be lawfully imposed on
it by the Board. 






	 	29.4 	The
meetings and proceedings of a Committee of the Board shall be governed by the provisions
herein contained for regulating the meetings and proceedings of the Board, so far as the
same are applicable thereto and are not lawfully suspended or superseded by any
regulations imposed by the Board. 






	 	29.5 	The
Board shall appoint an audit committee consisting of at least three (3) members, the
members of which and the authorities, powers and responsibilities of which shall be
governed by the Companies Law and any other applicable law or rule. 






22








PART F: THE GENERAL
MANAGER AND OTHER OFFICERS  



	30.  	The
General Manager  






	 	30.1 	The
Board of Directors of the Company shall appoint one or more General Manager for the
Company. If more than one General Manager is appointed, the Board of Directors may
determine that the authorities of a General Manager be divided between the General
Managers. 






	 	30.2 	The
General Manager shall have full managerial and operational authority to carry out all of
the activities which the Company may carry on by law and under these Articles and which
have not been vested by law or by these Articles in any other organ of the Company. The
General Manager shall be subject to the supervision of the Board of Directors. 






	 	30.3 	The
General Manager may, with the approval of the Board of Directors, delegate his authority
to another person who is subordinate to him. 






	 	30.4 	The
Board of Directors may decide to transfer any authority vested in the General Manager to
the Board of Directors, in a specific instance or for a specific period of time. 






	31.  	Secretary
and Officers  






	 	31.1 	The
Board of Directors may appoint a Secretary for the Company and determine his duties and
authorities. The Secretary, if appointed, shall be subject to the Board of Directors and
shall report to it. 






	 	31.2 	Officers
of the Company, except directors and the General Manager, will be appointed and dismissed
by the Board of Directors. The conditions of service, employment and retirement of the
said Officers will be determined by the General Manager with the approval of the relevant
committee of the Board of Directors, unless it is determined otherwise in any law or by
the Board of Directors. 






	32. 	Personal
Interest in Transactions of the Company






	 	
Any
transaction which is not an Extraordinary Transaction and which is (i) a transaction with
an Officer or (ii) a transaction of the Company with another person in which an Officer
has a personal interest, may be approved by the same organ authorized to approve such a
transaction, assuming that no party has a personal interest in it. 






	33.  	Insurance,
Release and Indemnification of Officers  






	 	33.1 	Subject
to the provisions of the Companies law, the Company may prospectively exculpate an
Officer from all or some of the Officer’s responsibility for damage resulting from
the Officer’s breach of his or her duty of care to the Company. 






	 	33.2	Subject
to the provisions of the Companies Law, the Company may indemnify an Officer to the
maximum extent permitted by the law, in respect of an obligation or expense specified
below imposed on the Officer or incurred by him in respect of an act performed in his
capacity as an Officer, as follows: 






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






	 	(ii) 	reasonable
litigation expenses, including attorney’s fees, incurred by the
               Officer as a result of an investigation or proceeding instituted against
him by                a competent authority, provided that such investigation or
proceeding concluded                without the filing of an indictment against the
Officer and either (A) concluded                without the imposition of any financial
liability in lieu of a criminal                proceeding; or (B) a financial liability
was imposed on him in lieu of a                criminal proceeding for an offense that
does not require proof of criminal                intent; and  






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






	 	
The
Company may undertake to indemnify an Officer as aforesaid, (aa) prospectively, provided
that in respect of Article 33.2(i), the undertaking is limited to categories of events
which in the opinion of the Board of Directors are foreseeable in light of the Company’s
actual activities at the time the undertaking to indemnify is given, and for an amount or
criteria which the Board of Directors has determined are reasonable under the
circumstances, and further provided that such events and amount or criteria are stated in
the undertaking to indemnify, and (bb) retroactively.  






	 	33.3 	Subject
to the provisions of the Companies law, the Company may enter into a contract for the
insurance of all or a part of the liability of any Officer imposed on the Officer in
respect of an act performed in his capacity as an Officer, in respect of each of the
following: 






	 	(i) 	a
breach of his duty of care to the Company or to another person;  






	 	(ii) 	a
breach of his duty of loyalty to the Company, provided that the Officer acted
               in good faith and had reasonable cause to assume that such act would not
               prejudice the interests of the Company;  






	 	(iii) 	a
financial obligation imposed on him in favor of another person.  






	 	33.4 	The
provisions of Articles 26.1, 26.2 and 26.3 above are not intended , and shall not be
interpreted, to restrict the Company in any manner in respect of the procurement of
insurance and/or in respect of indemnification (i) in connection with any person who is
not an Officer, including, without limitation, any employee, agent, consultant or
contractor of the Company who is not an Officer, and/or (ii) in connection with any
Officer to the extent that such insurance and/or indemnification is not specifically
prohibited under law; provided that the procurement of any such insurance and/or the
revision of any such indemnification shall be approved by the Audit Committee. 






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	 	       33.5 	The
provisions of this Article shall apply to a Corporate Representative and an Alternate
Director.






	34.  	Signature
Rights  






	 	
The
signature rights in the name of the Company shall be determined by the Board of Directors,
generally, for a class of matters or for a specific matter. Any signature in the name of
the Company shall be accompanied by the name of the Company. The authorized signatories do
not have to be directors. 






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PART G: MINUTES,
REGISTERS AND BOOKS OF ACCOUNTS  



	35.  	Minutes 






	 	35.1 	The
Board of Directors shall ensure that records of the following matters are duly maintained
in books that shall be prepared for this purpose: 






	 	(a) 	The
names of members of the Board of Directors who are present at any meeting of
               the Board of Directors and at any meeting of a Committee of the Board of
               Directors (including any decision of the Board of Directors or of its
Committees                which is adopted without actually convening).  






	 	(b) 	The
names of the registered shareholders participating in any General Meeting.  






	 	(c) 	The
instructions given by the Board of Directors to the Committees of the Board
               of Directors.  






	 	(d) 	The
proceedings at General Meetings, meetings of the Board of Directors, and
               meetings of the Committees of the Board of Directors, including
resolutions                adopted without actually convening these meetings.  






	 	35.2 	Any
minute of a meeting of the Board of Directors or of any Committee of the Board of
Directors or of the General Meeting of the Company which purports to be signed by the
Chairman of the meeting or by the Chairman of the next following meeting shall be prima
facie evidence of the matters stated therein. 






	36.  	Books
and Registers of the Company  






	 	36.1 	Each
book, register and registration that the Company must maintain in accordance with the
provisions of the Companies Law or these Articles shall be made in regular books or by
electronic means, as the General Manager shall determine, provided that the persons
entitled to inspect them are able to receive copies of the documents. 






	 	36.2 	The
Company may destroy any request for entering any change in the Register seven years after
the date of the change in the Register, and there shall be a prima facie assumption that
all requests for changes in the Register were valid and that any action taken by virtue
or as a result thereof was lawfully taken. 






	 	36.3 	Subject
to any provision of law, the Company may determine the manner and form in which documents
which shareholders are entitled to inspect are presented to them, and may decide that
copies of documents be provided against payment. 






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PART H: AUDIT  



	37.  	Auditor  






	 	37.1 	At
least once in each calendar year, the financial statements of the Company shall be
audited by an auditor or auditors who will express their opinion as to the financial
statements. 






	 	37.2 	The
Company shall appoint at the Annual Meeting an auditor or auditors to serve in this
capacity until the following Annual Meeting, but the General Meeting may appoint an
auditor to serve for a longer period, not extending beyond the end of the third Annual
Meeting after the appointment. 






	 	37.3 	Subject
to the provisions of the Companies Law, any act of the auditor of the Company shall be
valid with regard to any person acting in good faith with the Company, notwithstanding
any defect in the appointment or qualification of the auditor. 






	 	37.4 	The
fees of the auditor shall be fixed by the Board of Directors. The Board of Directors
shall report at the Annual Meeting the fees of the auditor so fixed. 






	 	37.5 	The
Board of Directors will notify the auditor of General Meetings and of meetings of the
Board of Directors in which the financial statements audited by the auditor are
presented, and the auditor shall be entitled to attend such meetings. 






	38.  	Internal
Auditor  






	 	38.1 	As
long as the Company is a public company, the Company will have an internal auditor, to be
appointed by the Board of Directors in accordance with the proposal of the Audit
Committee. 






	 	       38.2 	The
role and authorities of the internal auditor shall be as provided in the Companies Law.







PART I: RESERVES,
DISTRIBUTIONS AND BONUS SHARES  



	39.  	Reserves  






	 	39.1 	The
Board of Directors may at any time allocate such amounts as it sees fit from the
surpluses (as defined in the Companies Law) to a reserve for any purpose determined by
it. Likewise, the Board of Directors may direct the management of, and the uses to which,
any reserve or part thereof is put, including using of any reserve or part thereof for
the business of the Company, without need to maintain such amount separate from the
remaining assets of the Company. 






	 	39.2 	The
Board of Directors may from time to time, subject to the provisions of any law and the
provisions of these Articles, change the purpose for which any capital reserve has been
designated or the manner in which it is managed, to combine or split reserves and to
transfer the amount of any capital reserve to the surplus account or to any other account
in the accounting records of the Company. Notwithstanding the aforesaid, the Board of
Directors may not transfer any amount from the share premium account other than to the
share capital of the Company or for the purposes of a distribution that does not satisfy
the profit test. 






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	40.  	Distribution
of Dividends and Bonus Shares  






	 	40.1 	Subject
to these Articles, the Company may declare and pay any dividend or decide on a
distribution permitted under the Companies Law. 






	 	       40.2 	No
dividend shall bear interest or linkage against the Company.






	 	40.3 	A
dividend may be paid, in whole or in part, by way of distribution of assets of any kind.
A distribution of assets as aforesaid shall be made by a transfer, assignment, transfer
of title, grant of a contractual or proprietary right or in any other manner as the Board
of Directors directs. 






	 	40.4 	If
the Board of Directors decides to distribute a dividend, in whole or in part by way of an
allotment of shares in the Company to those shareholders entitled to the dividend, at a
price lower than the nominal value of those shares or to distribute bonus shares, the
Company shall convert to share capital a portion of its profits or of its share premiums
or of any other source included in the equity in its last financial statements (all as
defined in the Companies Law) in an amount equal to the difference between the nominal
value of the said shares and the price paid therefor. 






	 	40.5 	The
Board of Directors may allot from time to time bonus shares and determine the source of
such distribution. Such bonus shares shall form part of the share capital of the Company
and shall be considered to be fully paid in such amount, being not less than the nominal
value of the shares, as the Board of Directors shall direct. The said bonus shares shall
be allotted without payment to the shareholders of the Company who would have been
entitled to receive the amount converted to share capital for the purpose of distribution
of the bonus shares if that amount had been distributed by way of cash dividend and in
the same proportion. 






	 	40.6 	The
Board of Directors may decide that bonus shares shall be of the same class of shares as
these shares which entitle the holders thereof to participate in the distribution of
bonus shares, or that all bonus shares shall be of a single class which shall be
distributed to all persons entitled thereto without taking into account the class of
shares which they hold, or that bonus shares be a combination of classes of shares. 






	 	40.7 	The
Board of Directors may from time to time issue to the holders of the Company’s
securities that are convertible into the Company’s shares, bonus shares or dividends
as if the said securities had been converted into shares prior to the distribution in
question, in each case subject to the terms of issue of the said securities. 






	 	
The
Board of Directors may make any arrangement and take any action necessary for the
efficient and speedy implementation of the provisions of this Article, to determine the
rights which the holders of convertible securities receive and the manner in which they
receive these rights, and to carry out any necessary adjustment with respect to the
rights of the holders, in this respect. The Board of Directors may exercise any authority
granted to it in connection with the distribution of a dividend or bonus shares or rights
to the shareholders in the Company, mutatis mutandis, all in the absolute discretion of
the Board of Directors.  






28








	 	
In
order to implement any resolution regarding the distribution of a dividend or bonus
shares or in connection with the acquisition of securities of the Company, the Board of
Directors may sign any document and effect any arrangement which is, in the opinion of
the Board of Directors, necessary in order to enable or facilitate the distribution,
including the issuance of certificates for partial shares or to decide that shares in the
Company which entitle the holder thereof to partial shares in an amount lower than the
level fixed by the Board of Directors shall not entitle the holder to participate in that
distribution, or to sell the partial shares and to pay the net proceeds of sale (after
deduction of the expenses of sale and any tax that shall be payable in respect of the
sale) to the persons entitled thereto;  








	 	40.8 	The
Board of Directors may appoint a trustee or trustees (“the Trustee”) to hold
dividends, bonus shares or any other right (together “the Benefit”) which the
Company has issued or distributed to its shareholders and which was not demanded by any
of the shareholders. Any action taken by the Trustee, and any agreement between the Board
of Directors and the Trustee shall be valid and shall bind the shareholders in connection
with the Benefit to which they are entitled and for which the Trustee has been appointed. 






	 	40.9 	The
Trustee shall be appointed for the purpose of exercising, collecting, receiving or
depositing the Benefit, but the Trustee shall not be entitled to transfer the Benefit or
part thereof or to grant any right in the Benefit or to make any use thereof. The Trustee
shall not be entitled to vote in respect of any securities of the Company which are
included in the Benefit. 






	 	40.10 	The
Trustee shall transfer the Benefit, including any income arising thereon, less the Trustee’s
fee as settled by the Board of Directors, to the shareholders entitled to the Benefit as
soon as possible after he receives the first written demand from the shareholders,
subject to authentication of the identity of any shareholder and details of the Benefit
to which he is entitled. 






	 	40.11 	If
the payment of the dividend is not demanded within seven (7) years from the date of the
decision to distribute that dividend, the person entitled thereto shall be deemed to have
waived the dividend, and ownership thereof shall return to the Company. 






	 	40.12 	The
Board of Directors may pay all dividends or money due in respect of shares by sending
checks in the mail, and if the Benefit is, in whole or in part, an asset or a right, by
sending by mail any document confirming or creating the said right. Any check or document
sent to the address of the shareholder as appearing in the Register shall be dispatched
at the risk of the shareholder. 






	 	40.13 	The
transferee of any shares shall not be entitled to any dividend or any other distribution
with respect to such shares, which has been declared after the date of transfer but
before registration of the transfer in the Register, and in the event of the transfer of
shares which is subject to the approval of the Board of Directors, before the date of
said approval. 






	 	40.14 	The
Board of Directors may deduct from any dividend, distribution or other amounts which are
to be paid to a shareholder (including to a person who is one of the joint holders of a
share) any amounts due from such a person to the Company in his capacity as shareholder. 






29








	 	40.15 	If
there is a number of persons registered as joint holders of a share, each one may give a
valid receipt to the Company for any Benefit granted in respect of that share. 






	41.  	Buy-Back  






	 	
A
decision regarding the acquisition of securities which have been issued by the Company and
the manner in which these securities shall be dealt with by the Company shall be taken by
the Board of Directors. 






PART J: NOTICES  



	42.  	Notices  






	 	42.1 	Subject
to these Articles, any notice to shareholders of the Company shall be given in accordance
with the provisions of the law. 






	 	42.2 	Any
written notice or other document may be served by the Company upon any shareholder either
personally or by sending it by prepaid mail (air mail if sent internationally) or by
cablegram, telex, facsimile or email addressed to such shareholder at his address as
described in the Register or such other address as he may have designated in writing for
the receipt of notices and other documents. Such designation may include a broker or
other nominee holding shares at the instruction of the shareholder. Proof that an
envelope containing a notice was properly addressed, stamped and posted shall be
conclusive evidence that notice is given. A declaration of an authorized person on behalf
of the stock transfer agent of the Company or other distribution agent stating that a
notice was mailed to a shareholder will suffice as proof of notice for purposes of this
Article. 






	 	42.3 	Any
written notice or other document may be served by any shareholder upon the Company by
tendering the same in person to the Secretary or the General Manager at the Offices of
the Company or by sending it by any of the means provided for in Article 42.2 to the
Company at its Office. 






	 	42.4 	Any
notice or other document referred to above shall be deemed to have been served 48 hours
after it has been posted (seven days if sent internationally), or 24 hours after sent by
cablegram, telex, facsimile or email. The date of mailing, publication or other method of
sending a notice and the date of the meeting shall be counted as part of the days
comprising any notice period. If a notice is, in fact, received by the addressee, it
shall be deemed to have been duly served when received, notwithstanding that it was
received sooner than provided herein, defectively addressed or failed, in some other
respect, to comply with the provisions of this Article. 






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






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






30








	 	       42.7 	Notwithstanding
 anything to the contrary herein,  notice by the Company of a General Meeting which is
published:








	 	(i) 	in
two daily newspapers in the State of Israel shall be deemed to have been duly
               given on the date of such publication to any shareholder whose address as
               registered in the Register (or as designated in writing for the receipt of
               notices and other documents) is located in the State of Israel.  






	 	(ii) 	in
one daily newspaper in the City of New York and in one international wire
               service shall be deemed to have been duly given on the date of such
publication                to any shareholder whose address as registered in the Register
(or as designated                in writing for the receipt of notices and other
documents) is located outside                the State of Israel.  






31