EXHIBIT 1.2

THE COMPANIES
LAW 1999

A COMPANY
LIMITED BY SHARES
ARTICLES OF ASSOCIATION OF

ALADDIN
KNOWLEDGE SYSTEMS LIMITED

Interpretation; General

|1. | In these Articles of
  Association, unless the context otherwise requires:
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|   | 1.9                                                                       
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|   | 1.10                                                                      

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|                      | 1.11                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Personal
  Interest- shall have the meaning defined in Section 1 of
  the Companies Law.                                                                                                                                                                                                                                                                                                                                                                          
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                      | 1.12                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Register -
  means the official share register of the Company kept pursuant to Sections
  130 - 134 of the Companies Law and including an Additional Register kept
  pursuant to Section 138 of the Companies Law.  For the avoidance of doubt, the list of shareholders kept by
  the Companys transfer agent regarding the holder(s) of the Companys
  securities, shall be deemed an Additional Register for the purposes of these
  Articles.           
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                      | 1.13                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Shareholder - means any individual or
  entity that is the holder of shares in the Company, as registered in the
  Register.  Notwithstanding the
  foregoing, the Board of Directors shall recognize a beneficial owner of shares in place of the holder
  registered in the Register, upon the submission, by the individual or
  entity claiming such
  beneficial ownership, of sufficient proof of ownership to the satisfaction of
  the Board of Directors.
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|2.                    | Unless the subject or the
  context otherwise requires: (i) words and expressions defined in the
  Companies Law shall have the same meanings herein; (ii) words and expressions
  importing the singular shall include the plural and vice versa; (iii) words
  and expressions importing the masculine gender shall include the feminine
  gender; (iv) words and expressions importing persons shall include bodies
  corporate; (v) the word or is not exclusive; (vi) the word including
  shall mean including, without limitation; (vii) the terms these Articles,
  hereof, hereunder, herein and similar expressions refer to these
  Articles as a whole, and not to any particular Article, subsection or other
  portion hereof; (viii) all references in these Articles to Dollars or $
  shall mean United States Dollars; all references to NIS shall mean New
  Israeli Shekels; the term Writing or any term of like import includes words
  typewritten, printed, painted, engraved, lithographed, photographed or
  represented or reproduced by any mode of reproducing words in a visible form,
  including telex, facsimile, telegram, cable or other form of writing produced
  by electronic communication.
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3.                    | The captions in these Articles
  are for convenience only and shall not be deemed a part hereof or affect the
  construction of any provision hereof. The specific provisions of these
  Articles shall supersede the provisions of the Companies Law and the
  Companies Ordinance, as applicable, to the extent permitted under the
  Companies Law and the Companies Ordinance, as applicable. With respect to any
  matter that is not specifically addressed in these Articles, the provisions
  of the Companies Law and the Companies Ordinance, as applicable, shall
  govern.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Name of the
  Company
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|4.                    | The name of the company is as
  follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                      | 4.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | In Hebrew:                                                                                                                                                                                                                                                                                                                                                                                                                                                          

2

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|                                                                          | 4.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | In English:  Aladdin Knowledge
  Systems Limited.
|                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                  
|Purpose                                                                  
|                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                  
|5.                                                                        | The purpose of the Company is
  to engage in any lawful act or activity for which companies may be organized
  under the Companies Law.                                                                                                                                                                                                                                                                                                                                                                               
|                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                  
|Limitation of
  Liability                                                
|                                                                         
|6.                                                                        | The liability of each
  Shareholder for the Companys obligations is limited to the unpaid sum, if
  any, owing to the Company in consideration for the issuance of the shares
  held by such Shareholder.                                                                                                                                                                                                                                                                                                            
|                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Authorized
  Capital                                                     
|                                                                         
|7.                                                                        | The authorized share capital
  of the Company is NIS 150,000 divided into 15,000,000 Ordinary Shares,
  nominal value NIS 0.01 per share (Ordinary Shares). The Company may alter
  the authorized share capital in accordance with the terms of the Companies
  Law.                                                                                                                                                                                                                                               
|                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Donations                                                                
|                                                                         
|8.                                                                        | The Board of Directors may donate reasonable amounts of money to
  worthy causes even if such donation is not within the framework of the
  Companys business considerations.                                                                                                                                                                                                                                                                                                                                        
|                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Modification
  of Capital                                                
|                                                                         
|9.                                                                        | Subject to the Companies Law,
  if at any time the share capital of the Company 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 an
  Ordinary Majority at a General Meeting. Subject to the Companies Law, the
  provisions of these Articles relating to General Meetings shall, mutatis mutandis, apply to any separate
  meeting of the holders of the shares of a particular class.
|                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Consolidation,
  Subdivision, Cancellation and Reduction of Share Capital
|                                                                         
|10.                                                                       | With respect to any
  consolidation of issued shares into shares of larger nominal value, 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, inter alia, may resort to one or more of the following
  actions:                                                                                                                                                             
|                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|10.1                                                                      | determine, as to the holder of
  shares so consolidated, which issued shares shall be consolidated into each
  share of larger nominal value;                                                                                                                                                                                                                                                                                                                                                                         
|                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|10.2                                                                      | allot, in contemplation of or
  subsequent to such consolidation or other action, such shares or fractional
  shares sufficient to preclude or remove fractional share holdings;                                                                                                                                                                                                                                                                                                                                      

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|10.3                                                               | 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;                                                                                                                                                                                                                                                                                                                                             
|10.4                                                               | 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 to pay the transferors
  the fair value of fractional shares so transferred, and the Board of
  Directors is hereby authorized to act as agent for the transferors and
  transferees with power of substitution for purposes of implementing the
  provisions of this Article 10.4.                      
|                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Allotment of
  Shares                                             
|                                                                  
|11.                                                                | Subject to the provisions of
  these Articles, the unissued shares of the Company shall be at the disposal
  of the Board of Directors who may without limiting or affecting any rights
  previously conferred on the holders of any existing shares, offer, allot,
  grant options over or otherwise dispose of shares or other securities
  convertible into shares of the Company, to such persons, at such times and
  upon such terms and conditions as the Company may by resolution of the Board
  of Directors determine.
|                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|12.                                                                | The Board of Directors may,
  subject to the provisions of the Companies Law, issue redeemable securities
  and redeem the same.                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Issuance of
  Share Certificates; Replacement of Lost Certificates
|                                                                  
|13.                                                                | Share certificates shall bear
  the signature of a director or of any other person or persons authorized with
  respect thereto by the Board of Directors.                                                                                                                                                                                                                                                                                                                                                                       
|                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|14.                                                                | Each Shareholder shall be
  entitled to one numbered certificate for all the shares of any class
  registered in such Shareholders name, and if the Board of Directors so
  approves, to several certificates, each for one or more of such shares. Each
  certificate shall specify their nominal value, the serial numbers of the
  shares represented thereby and may also specify the amount paid up thereon.                                                                                                               
|15.                                                                | A share certificate registered
  in the names of two or more persons shall be delivered to the person first
  named in the Register in respect of such co-ownership.                                                                                                                                                                                                                                                                                                                                                             
|16.                                                                | 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.                                                                                                                                                                                                                                                                                                     
|                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Registered
  Holder                                               
|                                                                  
|17.                                                                | Except as otherwise provided
  in these Articles, the Company shall be entitled to treat any Shareholder as
  the absolute owner thereof, and, accordingly, shall not, except as ordered by
  a court of competent jurisdiction, or as required by statute, be bound to
  recognize any equitable or other claim to, or interest in such share on the
  part of any other person.                                                                                                                                                

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|Payments for Shares 
|                    
|18.                  | All the
  shares in the Companys issued capital shall be fully paid up shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                    
|Transfer of
  Shares
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|19.                  | No transfer of shares shall be
  registered unless a proper instrument of transfer (in form and substance
  satisfactory to the Board of Directors) has been submitted to the Company,
  together with the share certificate(s) and such other evidence of title as
  the Board of Directors may reasonably require. Subject to the terms of these
  Articles, the effectiveness of such transfer of shares shall not require the
  prior approval of the Board of Directors.                                                                                                                                                                                                                                                                                        
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|20.                  | All transfers of shares shall
  be made in writing in the form appearing herein below, or in a similar form,
  or in any form approved by the Board of Directors from time to time:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                     | Share Transfer Deed                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                     | I, _____________, of
  __________________, for valuable consideration paid to me by ______________
  of ___________________ (Transferee), do hereby transfer to the Transferee
  _____ share(s), nominal value ______ each, numbered ________ to _________
  (inclusive), of Aladdin
  Knowledge Systems Limited to hold unto the Transferee, his executors,
  administrators and assigns, subject to the same terms and conditions on which
  I held the same at the time of the execution hereof; and I, the said
  Transferee, do hereby agree to take the said share(s) subject to the
  aforesaid terms and conditions.                                                                                                                                       
|                     | In witness whereof we have
  hereunto set our hands this ____ day of _______, ____.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                     | Transferee                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                     | Witness                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                     | Such form shall be executed
  both by the transferor and transferee, and delivered to the Office (or any
  other placed determined by the Board of Directors) together with the
  transferred share certificates, if share certificates have been issued with
  respect to the shares to be transferred, and any other proof of the
  transferors title that the Board of Directors may require. A deed of transfer
  that has been registered, or a copy thereof, as shall be decided by the Board
  of Directors, shall remain with the Company. Any deed of transfer that the
  Board of Directors shall refuse to register shall be returned, upon demand,
  to the person who furnished it to the Company, together with the share
  certificate, if furnished.
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|21.                  | Subject to the provisions of
  the Companies Law, the transferor shall be deemed to remain a Shareholder
  until the name of the transferee is entered into the Register in respect
  thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

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|22.                                | The Company may impose a fee
  for registration of a share transfer, at a reasonable rate as may be
  determined by the Board of Directors from time to time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|---------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                  
|Transmission
  of Shares          
|                                  
|23.                                | Decedents
  Shares. Subject to applicable law, 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 23 or of his title), 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.                                                                                                                                                                                                                                                    
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|24.                                | Receivers and
  Liquidators. Subject to applicable law, the
  Company may recognize the receiver or liquidator of any corporate Shareholder
  in winding-up or dissolution, or the receiver or trustee in bankruptcy of any
  Shareholder, as being entitled to the shares registered in the name of such
  Shareholder. Subject to applicable law, the receiver or liquidator of a
  corporate Shareholder in winding-up or dissolution, or the receiver or
  trustee in bankruptcy of any Shareholder, upon producing such evidence as the
  Board of Directors may deem sufficient that he sustains the character in
  respect of which he proposes to act under this Article 24 or of his title,
  shall be registered as a Shareholder in respect of such shares, or may,
  subject to the regulations as to transfer herein contained, transfer such
  shares.
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|Record Date
  for General Meetings
|                                  
|25.                                | The Shareholders entitled to
  receive notice of, to participate in and to vote thereon at a General
  Meeting, or to express consent to or dissent from any corporate action in
  writing, shall be determined by the Board of Directors subject to the
  restrictions set forth under the Companies Law. A determination of
  shareholders of record with respect to a General Meeting shall apply to any
  adjournment of such meeting.                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|General
  Meetings                
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|26.                                | Annual
  General Meeting. An
  Annual General Meeting shall be held once in every calendar year at such time
  as is required in accordance with applicable law and at such place either
  within or without the State of Israel as may be determined by the Board of
  Directors and shall deliberate over the matters required by the Companies Law
  or any other applicable law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

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|27.                               | Extraordinary
  General Meetings. All
  General Meetings other than Annual General Meetings shall be called
  Extraordinary General Meetings. The Board of Directors  may, whenever it thinks fit, convene an
  Extraordinary General Meeting at such time and place, within or without the
  State of Israel, as may be determined by the Board of Directors, and shall be
  obligated to do so upon requisition in writing in accordance with Section 63
  of the Companies Law. The Shareholders of the Company may convene an
  Extraordinary General Meeting in accordance with Section 64 of the Companies
  Law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|28.                               | Notice of General
  Meetings. Subject
  to the Companies Law, not less than twenty one (21) days prior notice
  shall be given of every General Meeting (the Notice).  The Notice shall specify the place, date
  and hour of the General Meeting, its agenda, a summary of proposed
  resolutions, the procedure for voting in such General Meeting by proxy
  statement and any other matter as shall be required by law. Notices shall be
  sent to each of the Shareholders. The accidental omission to provide notice
  to any Shareholder or the non-receipt of notice sent to a Shareholder, shall
  not invalidate the proceedings of a General Meeting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Proceedings
  at General Meetings
|                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|29.                               | Quorum. Two or more Shareholders (not in default in
  payment of any sum referred to in these Articles), present in person or by
  proxy and holding shares conferring in the aggregate the minimum amount of
  voting power of the Company required by applicable law, shall constitute a
  quorum at General Meetings. No business shall be transacted at a General
  Meeting, or at any adjournment thereof, unless the requisite quorum is
  present when the meeting proceeds to business. If within a half hour from the
  time appointed for the meeting a quorum is not present, the General Meeting,
  if convened upon requisition under Sections 63 or 64 of the Companies
  Law, shall be dissolved, but in any other case it shall stand adjourned for
  one week, to the same day, time and place, without it being necessary to
  notify the Shareholders of such or such other time and place as specified in
  the Notice or to such later day and at such time and place as the Chairman
  may determine with the consent of an Ordinary Majority.  If a quorum is not present at the
  adjourned meeting within half and hour of the time fixed for the commencement
  thereof, subject to the provisions of applicable law, the persons present
  shall constitute a quorum.  No
  business shall be transacted at any adjourned meeting except business that
  might lawfully have been transacted at the meeting as originally called.
|                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|30.                               | Chairman. The
  Chairman of the Board of Directors (the Chairman) shall preside as Chairman
  at every General Meeting of the Company. If at any meeting such Chairman is
  not present within fifteen (15) minutes after the time fixed for holding the
  meeting or is unwilling to act as chairman of the meeting and all subject to
  the Board of Directors not having previously appointed someone else to serve
  as chairman for such meeting, the Shareholders present shall choose someone
  of their member to serve as chairman of the meeting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

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|31. | Adoption of Resolutions at
  General Meetings.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | 31.1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | 31.2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | 31.3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | 31.4.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|32. | Power to
  Adjourn. The
  Chairman of a General Meeting at which a quorum is present may, with the
  consent of an Ordinary Majority (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. It
  shall not be necessary to give any notice of an adjournment unless the
  meeting is adjourned for twenty-one (21) days or more, in which event notice thereof
  shall be given in the manner required for the meeting as originally called.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|33. | Voting Power. Subject to any provision hereof conferring
  special rights as to voting, or restricting the right to vote, every
  Shareholder shall have one vote for each share held by such Shareholder of
  record, on every resolution, without regard to whether the vote hereon is
  conducted by a show of hands, by proxy or by any other means.                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|34. | Voting
  Rights.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | 34.1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

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|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | 34.2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | A company or other corporate
  body that is a Shareholder of the Company may, by resolution of its directors
  or any other managing body thereof, authorize any person to be its
  representative at any General Meeting. Any person so authorized shall be
  entitled to exercise on behalf of such Shareholder all the power that the
  latter could have exercised if it were an individual Shareholder. Upon the
  request of the Chairman of the General Meeting, written evidence of such
  authorization (in form acceptable to the Chairman) shall be delivered to the
  Chairman.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | 34.3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Any Shareholder entitled to
  vote may vote either personally or by proxy (who need not be a Shareholder of
  the Company), or, if the Shareholder is a company or other corporate body, by
  a representative authorized pursuant to Article 34.2.                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | 34.4.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 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); and for this purpose seniority shall be
  determined by the order in which the names stand in the Register. Separate
  guardians or separate executors of estates of a deceased registered
  shareholder shall be deemed, for the purposes of this Article 34.4, as joint
  Shareholders in such cases.                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|35. | Proxy. The instrument
  appointing a proxy shall be in writing and shall be substantially in the
  following form:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | I _________________ (Name of
  Shareholder) of _______________________ (Address of Shareholder) being a
  shareholder of Aladdin
  Knowledge Systems Limited hereby appoint ___________ (Name of Proxy) of
  _______________________ (Address of Proxy) as my proxy to vote for me in my
  name and stead in respect of ______ shares of ______ class which are held by
  me, at the General Meeting of the Company to be held on the _____ day of
  ______, 20__ and at any adjournment(s) thereof.                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Signed this ______ day of
  ____________, 20__.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | (Signature of Appointer)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | or in any usual or common form
  or in such other form as may be approved by the Board of Directors including
  an instrument effected through the internet or any other electronic medium
  and including a form which provides for a continuing proxy until the
  occurrence of such date or event as is specified in the proxy.  Such instrument shall be duly signed by
  the appointer or his duly authorized attorney or, if such appointer is a
  company or other corporate body, under its common seal or stamp or the hand
  of its duly authorized agent(s) or attorney(s).  The Board of Directors may demand that the Company be given
  written confirmation, to its satisfaction, that the given signatories have
  the authority to bind the corporate body of the appointing Shareholder.

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|                     | The instrument appointing a
  proxy (and the power of attorney or other authority, if any, under which such
  instrument has been signed) shall be delivered to the Company (at its Office,
  or at its principal place of business or at the offices of its registrar
  and/or transfer agent and/or by e-mail to the address of the Company and/or
  by e-mail to the address of the transfer agent, or at such place and by such
  means of communication, as the Board of Directors may specify) not less than
  forty-eight (48) hours (or such shorter period as may be determined by the
  Board of Directors) before the time fixed for the meeting at which the person
  named in the instrument proposes to vote.                                                                                                                                                                                                                   
|-------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|36.                  | Effect of
  Death of Appointer or Revocation of Appointment. Subject to applicable law, a vote cast pursuant to an instrument appointing a
  proxy shall be valid notwithstanding the previous death, liquidation or
  winding-up of the appointing Shareholder (or of his attorney-in-fact, if any,
  who signed such instrument), or the revocation of the appointment or the transfer
  of the share in respect of which the vote is cast, provided no written
  intimation of such death, liquidation, winding-up revocation or transfer
  shall have been received by the Company or by the Chairman of the General
  Meeting before such vote is cast and provided, further, that the appointing
  Shareholder, if present in person at said meeting, may revoke the appointment
  by means of a writing, oral notification to the Chairman, or otherwise.                                                                              
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Board of
  Directors
|                    
|37.                  | Powers of
  Board of Directors. The
  Board of Directors shall determine the Companys policies, oversee the
  activities of the Chief Executive Officer, and take such other actions as are
  described in these Articles, Section 92 of the Companies Law or any other
  applicable law. In the absence of a Chief Executive Officer, the Board of
  Directors shall manage the business of the Company. The authority conferred
  on the Board of Directors by this Article 37 shall be subject to the
  provisions of the Companies Law, of these Articles and any regulation or
  resolution consistent with these Articles adopted from time to time by the
  Company in 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.
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|38.                  | Exercise of
  Powers of Directors. A
  meeting of the Board of Directors at which a quorum is present shall be
  competent to exercise all the authorities, powers and discretions vested in
  or exercisable by the Board of Directors. 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, without taking into account the votes of abstainees and with
  each director entitled to only one vote. The Chairman of the Board of
  Directors will not have an additional or casting vote, in the case of a tie.                                                                                                                                                                                                                                                                        

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|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|39. | Delegation of Powers. Subject to applicable law, the Board of
  Directors may delegate any or all of its powers to committees, each
  consisting of two or more persons, 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, conform to
  any regulations imposed on it by the Board of Directors. The meetings 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 39. Unless
  otherwise expressly provided by the Board of Directors in delegating powers
  to a Committee of the Board of Directors, such Committee of the Board of
  Directors shall not be empowered to further delegate such powers.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|40. | Number of
  Directors. The
  number of directors serving on the Board of Directors may be determined from
  time to time by the Board of Directors or at a General Meeting provided
  however that the overall number of directors at a given time be not less than
  two and not more than eight, including 2 (two) outside directors appointed
  in accordance with the terms of the Companies Law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|41. | Election and
  Removal of Directors. With
  the exception of the election of outside directors which shall be governed
  in accordance with the provisions of the Companies Law, directors shall be
  elected at the Annual General Meeting by an Ordinary Majority.  The directors so elected shall hold office
  until the next Annual General Meeting unless determined otherwise at a
  subsequent General Meeting. Notwithstanding the aforesaid, if no directors
  are appointed at the Annual General Meeting, the directors appointed at the
  previous Annual General Meeting shall continue to hold office.  With the exception of the removal of
  outside directors which shall be governed in accordance with the provisions
  of the Companies Law, at a General Meeting by an Ordinary Majority, the
  Shareholders shall be entitled to remove any director(s) from office, to
  elect directors in place of the director(s) so removed or to fill any
  vacancy, however created, on the Board of Directors.                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|42. | Continuing
  Directors in the Event of Vacancies. Subject to Article 40, any vacancy in the Board
  of Directors, however occurring, including a vacancy resulting from an
  enlargement of the Board of Directors by resolution of the Board of
  Directors, may be filled by a vote of a majority of the directors then in
  office, even if less than a quorum. A director elected by the Board of
  Directors in accordance with this Article 42 shall be elected to hold office
  until the next Annual General Meeting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

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|43. | Vacation of
  Office. The
  office of a director shall be vacated by the directors written resignation
  in accordance with the procedure set forth by applicable law. Such
  resignation shall become effective on the date fixed therein, or upon the
  delivery thereof to the Company, whichever is later. With the exception of the vacation of the
  office of an outside director which shall be governed in accordance with
  the provisions of the Companies Law, the office of a director shall
  be vacated, ipso facto, upon the occurrence of any of the following: (i) such
  directors death, (ii) such director is convicted of a crime as described in
  Section 232 of the Companies Law, (iii) such director is removed by a court
  of law in accordance with Section 233 or the Companies Law, (iv) such
  director becomes legally incompetent, (v) if such director is an individual,
  such director is declared bankrupt, or (vi) if such director is a corporate
  entity, upon its winding-up liquidation, whether voluntary or involuntary.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|44. | Remuneration
  of Directors. The
  Company is entitled to compensate the members of the Board of Directors for
  their services as directors provided that such remuneration shall have been
  approved pursuant to the provisions of the Companies Law and in the case of
  outside directors, the Company must compensate its outside directors
  pursuant to the provisions of the Companies Law. The Company may reimburse
  directors for their reasonable expenses for traveling, board and lodging and
  other expenses connected with their participation at meetings of the Board of
  Directors and the performance of their position as directors. The Company may
  pay additional remuneration to a director who has been asked to provide
  special services to the Company or who makes special efforts for the Company,
  subject to approval pursuant to the provisions of the Companies Law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|45. | Alternate
  Directors. A
  director may, by written notice to the Company, appoint 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. 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 an indefinite period, and for all
  purposes. Any notice given to the Company pursuant to this Article 45
  shall become effective on the date fixed therein, or upon the delivery
  thereof to the Company, whichever is later. An Alternate Director shall have
  all the rights and obligations of the director who appointed him, provided,
  however, that he may not in turn appoint an alternate for himself (unless the
  instrument appointing him otherwise expressly provides), and provided further
  that an Alternate Director shall have no standing at any meeting of the Board
  of Directors or any Committee of the Board of Directors while the director
  who appointed him is present. One person may not act as Alternate Director
  for more than one director. The identity of an Alternate Director shall be
  subject to the restrictions set forth in the Companies Law for directors and
  the office of an Alternate Director shall be vacated under the circumstances,
  mutatis mutandis, set forth in Article 43, and such office shall ipso facto
  be vacated if the director who appointed such Alternate Director ceases to be
  a director.

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|                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Proceedings
  of the Board of Directors
|                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|46.                                     | Meetings. The Board of Directors may meet and adjourn its
  meetings and otherwise regulate such meetings and proceedings as the
  directors think fit, provided that the Board of Directors shall convene at
  least once in each calendar quarter. A meeting of the Board of Directors may
  be called in accordance with Section 98 of the Companies Law and its agenda
  shall be set in accordance with Section 99 of the Companies Law.  All meetings of the Board of Directors
  must provide not less than two (2) Business Days prior written notice of any
  meeting, specifying the place, date, hour and detailed agenda of such
  meeting, unless such notice is waived in writing by all of the directors as
  to a particular meeting.  The
  Company may require each director to provide it with a fax number or e-mail
  address to which the Company may send notices and which shall be deemed to
  have been received by such director upon transmission.                                                                                                                            
|                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|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 any other means of communication
  by which the directors may hear each other simultaneously, of a majority of
  the directors then in office who are lawfully entitled to participate in the
  meeting and vote thereon (as conclusively determined by the Chairman of the
  Board of Directors). If within half an hour from the time appointed for the
  meeting a quorum is not present, the meeting shall stand adjourned to such
  time, date and place as the Chairman may determine, provided that not less
  than two (2) Business Days prior written notice shall have been provided to
  each of the directors of such meeting. No business shall be transacted at any
  adjourned meeting except business that might lawfully have been transacted at
  the meeting as originally called. At such adjourned meeting, two (2) members of
  the Board of Directors present in person shall constitute a quorum.
|                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|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, remove such Chairman from office
  and appoint another in its place. The Chairman shall preside at every meeting
  of the Board of Directors, but if he is not present within fifteen (15)
  minutes of the time fixed for the meeting, or if the appointed Chairman is
  unwilling to take the chair, the directors present shall choose one of their
  number to be the chairman of such meeting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|49.                                     | Validity of
  Acts Despite Defects. Subject
  to the provisions of the Companies Law, all acts done bona fide at any
  meeting of the Board of Directors, or of a Committee of the Board of
  Directors, shall be as valid as if there were no such defect or
  disqualification notwithstanding that it may afterwards be discovered that
  there was some defect in the appointment of the participants in such meetings
  or any of them or any person(s) acting as aforesaid or that they or any of
  them were disqualified.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
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|------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|50.                             | Minutes. Minutes of each meeting of the Board of Directors
  (or any Committee of the Board of Directors) shall be recorded and duly
  entered in books provided for that purpose. Such minutes shall set forth the
  names of the persons present at the meeting and all resolutions adopted
  thereat. 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.                                                                                                                                                                                                                                    
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Chief
  Executive Officer      
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|51.                             | The Board of Directors shall
  appoint from time to time one or more persons, as Chief Executive Officers(s)
  of the Company and may confer upon such person(s), and from time to time
  modify or revoke, such title(s) (including General Manager, Managing
  Director, Director General or any similar or dissimilar title). The
  appointment of the Chief Executive Officer(s) may be either for a fixed term
  or without any limitation of time. Subject to the terms of the employment
  agreement of the Chief Executive Officer(s) and any applicable law, the Board
  of Directors may from time to time remove or dismiss the Chief Executive
  Officer(s) from office and appoint another or others in the Chief Executive
  Officer(s)s place.
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|52.                             | Subject to the Companies Law
  and the terms set forth in these Articles, the Chief Executive Officer(s)
  shall manage the business of the Company pursuant to the policies established
  by the Board of Directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|53.                             | The Board of Directors may
  from time to time determine the Chief Executive Officer(s) salary and other
  terms and conditions of the Chief Executive Officers employment, subject to
  the terms of his employment agreement and the provisions of any applicable
  law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|54.                             | Subject to the provisions of
  the Companies Law, all Company employees shall be subordinate to the Chief
  Executive Officer of the Company who shall have the exclusive right to remove
  any Company employee from his position and/or terminate the employment of any
  such employee with the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Indemnification
  and Insurance
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|55.                             | Exemption
  From Duty of Care. Subject
  to the provisions of the Companies Law including the receipt of all approvals
  as required therein or under any applicable law, the Company may resolve in
  advance to exempt an Office Holder from all or part of such Office Holders
  responsibility or liability for damages caused to the Company due to any
  breach of such Office Holders duty of care towards the Company.                                                                                                                                                                                                                                                                                                                              

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|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|56. | Indemnification. Subject to the provisions of the Companies Law
  including the receipt of all approvals as required therein or under any
  applicable law, the Company may indemnify any Office Holder to the fullest
  extent permitted by the Companies Law. Subject to the provisions of the
  Companies Law including the receipt of all approvals as required therein or
  under any applicable law, the Company may resolve retroactively to indemnify
  an Office Holder with respect to the following liabilities and expenses,
  provided that such liabilities or expenses were incurred by such Office
  Holder in such Office Holders capacity as an Office Holder of the Company:
  (i) a monetary liability imposed on an Office Holder pursuant to a judgment
  in favor of another person, including a judgment imposed on such Office
  Holder in a compromise or in an arbitration decision that was approved by a
  court of law; (ii) reasonable legal expenses, including attorneys fees,
  which the Office Holder incurred or with which the Office Holder was charged
  by a court of law, in a proceeding brought against the Office Holder, by the
  Company or by another on behalf of the Company, or in a criminal prosecution
  in which the Office Holder was acquitted, or in a criminal prosecution in
  which the Office Holder was convicted of an offense that does not require
  proof of criminal intent; and (iii) any other obligation or expense for which it is or shall be permitted
  to indemnify an Office Holder. Subject to the provisions of the Companies Law
  including the receipt of all approvals as required therein or under any
  applicable law, the Company may resolve in advance to indemnify the Companys
  Office Holders for those liabilities and expenses described in this Article
  56 (i), (ii) and (iii), provided that (i) in the opinion of the Board of
  Directors such liabilities and expenses can be foreseen at the time the
  undertaking to indemnify is provided, and (ii) the Board of Directors shall
  set a reasonable limit to the amounts for such indemnification under the
  circumstances.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|57. | Insurance. Subject to the provisions of the Companies Law
  including the receipt of all approvals as required therein or under any
  applicable law, the Company may enter into an agreement to insure an Office
  Holder for any liability that may be imposed on such Office Holder in
  connection with an act performed by such Office Holder in such Office
  Holders capacity an Office Holder of the Company, with respect to each of
  the following: (i) violation of the duty of care of the Office Holder towards
  the Company or towards another person; (ii) breach of the fiduciary duty
  towards the Company, provided that the Office Holder acted in good faith and
  with reasonable grounds to assume that the action in question was in the best
  interests of the Company;  (iii) a
  financial obligation imposed on the Office Holder for the benefit of another
  person; and (iv) any other
  obligation or expense for which it is or shall be permitted to insure an
  Office Holder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

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|--------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|58.       | Articles 55, 56 and 57 shall not
  apply under any of the following circumstances: (i) a breach of an Office
  Holders fiduciary duty, in which the Office Holder did not act in good faith
  and with reasonable grounds to assume that the action in question was in the
  best interest of the Company; (ii) a grossly negligent or intentional
  violation of an Office Holders duty of care; (iii) an intentional action by
  an Office Holder in which such Office Holder intended to reap a personal gain
  illegally; and (iv) a fine or ransom levied on an Office Holder.                                                                                                         
|          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|59.       | The Company may procure
  insurance for or indemnify any person who is not an Office Holder, including
  without limitation, any employee, agent, consultant or contractor, provided,
  however, that any such insurance or indemnification is in accordance with the
  provisions of these Articles and any applicable law.                                                                                                                                                                                                                                                                                                                                                                  
|          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Dividends
|          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|60.       | Declaration
  of Dividends. Subject to the provisions of the Companies Law, the Board
  of Directors may from time to time declare, and cause the Company to pay,
  such dividends as may appear to the Board of Directors to be justified by the
  profits of the Company. Subject to the Companies Law, the Board of Directors
  shall determine the time for payment of such dividends and the record date
  for determining the shareholders entitled thereto. The Shareholders entitled
  to receive dividends shall be the Shareholders on the date upon which it was
  resolved to distribute the dividends or at such later date as shall be
  provided in the resolution in question.
|          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|61.       | Implementation
  of Powers. The Board of Directors may settle any
  difficulty which may arise in regard to the distribution of dividends as it
  thinks expedient, and, in particular, may issue fractional certificates, and
  may determine that cash payments 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 with a trustee in trust for the
  persons entitled to the dividend or capitalized fund as may seem expedient to
  the Board of Directors.                                   
|          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|62.       | Deductions
  from Dividends. The Board of Directors may
  deduct from any dividend or other moneys payable to any Shareholder in
  respect of a share any and all sums of money then payable by such Shareholder
  to the Company on account of any matter or transaction.                                                                                                                                                                                                                                                                                                                                                                                                                    
|          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|63.       | Retention of
  Dividends. 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 these Articles, entitled to become a
  Shareholder, or which any person is, under these Articles, entitled to
  transfer, until such person shall become a Shareholder in respect of such
  share or shall transfer the same.                                                                                                                                                                                                                                                                   

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|64.                   | Interest. No dividend or other benefit in respect
  of shares shall bear interest against the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|65.                   | Mechanics of
  Payment. Any dividend or other moneys payable in cash in
  respect of a share may be paid by check sent through the post to, or left at,
  the registered address of the Shareholder 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 any one of such persons or
  to his bank account), or to such person and at such address as the person
  entitled thereto may by writing direct. Every such check shall be made
  payable to the order of the Shareholder, or to such person as the person
  entitled thereto as aforesaid may direct, and payment of the check by the
  banker upon whom it is drawn shall be a good discharge to the Company. Every
  such check shall be sent at the risk of the person entitled to the money represented
  thereby.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Rights of
  Signature
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|66.                   | 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 signature of such person(s) on
  behalf of the Company, together with the Companys name in print or
  handwriting, shall bind the Company insofar as such person(s) acted and
  signed within the scope of such persons authority.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Notices              
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|67.                   | All notices and other communications made pursuant to these Articles
  shall be in writing and shall be conclusively deemed to have been duly given:
  (i) in the case of hand delivery to the Address (as hereinafter defined), on
  the next business day after delivery in the country of delivery; (ii) in the
  case of delivery by an internationally recognized overnight courier to the
  Address, freight prepaid, on the next business day after delivery in the
  country of delivery; (iii) in the case of delivery by registered mail,
  delivery shall be deemed to have taken place at the time the
  letter would have been delivered in the ordinary course by mail, and no later
  than two days if mailed in the same country and no more than ten days if sent to a place not located in
  the same country as the place from where it was posted and in each case
  commencing from the date on which the letter containing the notice as
  aforesaid was delivered to the post office; (iv) in the case of a
  notice sent by facsimile transmission to the Address, on the next business
  day after delivery in the
  country of delivery, if facsimile transmission is confirmed; or (v)
  in the case of a notice sent by email (or other form of electronic
  transmission) to the Address, on the date of transmission except where a
  notice is received by the Company stating that such mail has not been
  successfully delivered. The term Address means, (i) with respect to each
  Shareholder - such Shareholders mail address, facsimile number or email
  address, as the case may be, as specified in the Register; and (ii) with
  respect to the Company  the address of the Office or the facsimile number or
  email address of the Chief Executive Office of the Company at the Office. A
  Shareholder may change or supplement the Address for service of any notice
  pursuant to these Articles, or designate additional addresses, facsimile
  numbers and email addresses for the purposes of this Article 67 by giving the
  Company a written notice of the new contact details in the manner set forth
  above. 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 respect, to comply with the
  provisions of this Article 67. 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, and any
  notice so given shall be sufficient notice to the holders of such share. 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. Whenever is it
  necessary to give prior notice of a number of days or notice which is valid
  for a particular period, the day of delivery shall be taken into account in
  reckoning the number of days or the period, unless otherwise determined. If
  notice is given in more than one of the manners specified above, it shall be
  deemed to have been received on the earliest date on which it is deemed to
  have been delivered, as provided above.

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|Merger                       
|-----------------------------
|                             
|68.                          
|                             
|Winding Up                   
|                             
|69.                          
|                             
|Amendment of
  these Articles
|                             
|70.                          

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|------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Conflicting
  Provisions
|                         |                                                                                                                                                                                                    
|71.                      | As of the date that these Articles were duly adopted by the
  Shareholders, these Articles automatically replace and amend any and all
  previously adopted articles of association of the Company.

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