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<SEC-DOCUMENT>0001119083-02-000032.txt : 20021029
<SEC-HEADER>0001119083-02-000032.hdr.sgml : 20021029
<ACCEPTANCE-DATETIME>20021029120339
ACCESSION NUMBER:		0001119083-02-000032
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		4
REFERENCES 429:			333-54632
FILED AS OF DATE:		20021029
EFFECTIVENESS DATE:		20021029

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MIND CTI LTD
		CENTRAL INDEX KEY:			0001119083
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-COMPUTER PROGRAMMING SERVICES [7371]
		IRS NUMBER:				000000000
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-100804
		FILM NUMBER:		02800827

	BUSINESS ADDRESS:	
		STREET 1:		INDUSTRIAL PARK BUILDING 7
		CITY:			YOQNEAM ILIT ISRAEL
		STATE:			L3
		ZIP:			20692
		BUSINESS PHONE:		97249936666

	MAIL ADDRESS:	
		STREET 1:		PO BOX 144
		CITY:			YOQNEAM ILIT ISRAEL
		ZIP:			20692
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>cover.txt
<DESCRIPTION>FORM S-8
<TEXT>
   As filed with the Securities and Exchange Commission on October 29, 2002
                                             Registration No. 333-
============================================================================
- -----------------------------------------------------------------------------


                           SECURITIES AND EXCHANGE COMMISSION
                                 WASHINGTON, DC 20549
                             ______________________________
                                      FORM S-8
                   REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                   MIND C.T.I. LTD.
                   (Exact name of Registrant as specified in its charter)
                 Israel                         Not Applicable
     (State or other jurisdiction of              (I.R.S. Employer
     incorporation or organization)               Identification No.)
               Industrial Park, Building 7
            P.O. Box 144, Yokneam, Israel                 20692
         (Address of Principal Executive Offices)      (Zip Code)

                   MIND C.T.I. LTD. 1998 SHARE OPTION PLAN

                   MIND C.T.I. LTD. 2000 SHARE OPTION PLAN
                          (Full title of the plan)
                         ______________________________
                              MIND C.T.I. Inc.
                              777 Terrace Ave.
                     Hasbrouck Heights, New Jersey, 07604
                              (201) 288-3900
                         Facsimile: (201) 288-4590
                   (Name and address for agent for service)

                                  Copies to:

                            Adam M. Klein, Adv.
                         Goldfarb, Levy, Eran & Co.
                            2 Ibn Gvirol Street
                           Tel Aviv 64077, Israel
                            Tel: 03-608-9999
                            Fax: 03-608-9909
                            _____________________














                                    -1-







                         CALCULATION OF REGISTRATION FEE
Title of      Amount to be    Proposed maximum   Proposed maximum   Amount of
securities    registered      offering price     aggregate          registration
to be         (1)(2)          per share          offering price     fee
registered
- --------------------------------------------------------------------------------
Ordinary      1,000,000           $1.14(3)       $1,140,000        $104.88
Shares par
value NIS
1.00  per share,
===============================================================================
Total	       1,000,000           N/A            $1,140,000        $104.88
===============================================================================

(1) Pursuant to Rule 429 of the Securities Act, the prospectus delivered to
    participants under the registrant's 1998 Share Option Plan and 2000 Share
    Option Plan also related to an aggregate of 2,306,000 shares previously
    registered on Form S-8 Registration Number 333-54632.
(2) This registration statement shall also cover such additional indeterminable
    number of shares as may may be required pursuant to the MIND C.T.I. Ltd.
    1998 Share Option Plan and the MIND C.T.I. Ltd. 2000 Share Option Plan in
    the event of a stock dividend, stock split, recapitalization or other
    similar transaction effected without the Registrant's receipt of
    consideration which results in an increase in the number of the outstanding
    shares of Registrant's Ordinary Shares.
(3) The proposed maximum offering price per share was estimated pursuant to Rule
    457(h) under the Securities Act whereby the price per share was determined
    by reference to the average between the high and low price reported in the
    Nasdaq National Market on October 22, 2002 which average was $1.14

                 ============================================































                                    -2
                                PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.
     The following documents filed by MIND C.T.I. Ltd., an Israeli
company("Company"), with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act), are incorporated by reference herein and shall be deemed to be a
part hereof:
     (a)     Company's Registration Statement on Form S-8 filed on January 30,
             2001.
     (b)     Company's Annual Report filed on Form 20-F for the fiscal year
             ended December 31, 2001, filed on June 27, 2002.
     (c)     Company's Reports of Foreign Private Issuer on Form 6-K filed with
             the Commission.
     (d)     The description of Company's Ordinary Shares, par value NIS 1.00,to
             be offered hereby is contained in Company's Registration Statement
             on Form 8-A filed with the Commission on August 2, 2000 pursuant to
             Section 12(g) of the Exchange Act, including any amendment or
             report filed for the purpose of updating such description.

     All documents filed by Company with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered have
been sold or which de-registers all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents.

     Any statement contained in a document incorporated or deemed incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed incorporated document modifies or supersedes
such statement. Any such statements so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement

Item 4.     Description of Securities.

            Not applicable.

Item 5.     Interest of Named Experts and Counsel.

            Not Applicable.

Item 6.     Indemnification of Directors and Officers.

            The Israeli Companies Law, 5759-1999 (the "Companies Law") permits a
company's articles of association to authorize the company to (i) prospectivel
exculpate an officer or director from liability for damage resulting from such
officer's or director's breach of duty of care to the company, (ii) enter into a
contract to insure an officer or director for the breach of his duty of care or
to the extent that he acted in good faith and had a reasonable basis to believe
that one act would not prejudice the company, duty of loyalty or for monetary
liabilities charged against him as a result of an act or omission he committed
in connection with his serving as an officer or director and (iii) indemnify an
officer or director in connection with his service in that capacity for monetary
liability incurred as a result of an action brought against him by a third
party, as well as for reasonable expenses incurred in a civil action brought
against him by or on behalf of the company or by other third parties or, in
certain circumstances, in a criminal action.
                                    -3-
            These provisions are specifically limited in their scope by the
Companies Law, which provides that a company may not indemnify an officer or
director nor enter into an insurance contract that would provide coverage for
any monetary liability incurred as a result of the following: (i) a breach by
the director or officer of his duty of loyalty unless he acted in good faith and
had a reasonable basis to believe that the act would not prejudice the company;
(ii) a breach by the director or officer of his duty of care if such breach was
done intentionally or in disregard of the circumstances of the breach or its
consequences; (iii) any act or omission done with the intent to derive an
illegal personal benefit; or (iv) any fine levied against the director or
officer as a result of a criminal offense.

           Article 70 of the Second Amended and Restated Articles of Association
of the Registrant provides as follows:

           "70.  Exculpation, Indemnity and Insurance

     (a) For purposes of these Articles, the term "Office Holder" shall mean
every Director and every officer of the Company, including, without limitation,
each of the persons defined as "Nosei Misra" in the Companies Law.

     (b) Subject to the provisions of the Companies Law, the Company may
prospectively exculpate an Office Holder from all or some of the Office Holder's
responsibility for damage resulting from the Office Holder's breach of the
Office Holder's duty of care to the Company.

     (c) Subject to the provisions of the Companies Law, the Company may
indemnify an Office Holder in respect of an obligation or expense specified
below imposed on the Office Holder in respect of an act performed in his
capacity as an Office Holder, as follows:

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

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

     The Company may undertake to indemnify an Office Holder as aforesaid, (aa)
prospectively, provided that the undertaking is limited to categories of events
which in the opinion of the Board of Directors can be foreseen when the
undertaking to indemnify is given, and to an amount set by the Board of
Directors as reasonable under the circumstances and (bb) retroactively.

     (d) Subject to the provisions of the Companies Law, the Company may enter
into a contract for the insurance of all or part of the liability of any Office
Holder imposed on the Office Holder in respect of an act performed in his
capacity as an Office Holder, in respect of each of the following:

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

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

          (iii) a financial obligation imposed on him in favor of another
person.
                                      -4-


      (e) The provisions of Articles 70(a), 70(b) and 70(c) above are not
intended, and shall not be interpreted, to restrict the Company in any manner in
respect of the procurement of insurance and/or in respect of indemnification (i)
in connection with any person who is not an Office Holder, including, without
limitation, any employee, agent, consultant or contractor of the Company who is
not an Office Holder, and/or (ii) in connection with any Office Holder to the
extent that such insurance and/or indemnification is not specifically prohibited
under law; provided that the procurement of any such insurance and/or the
provision of any such indemnification shall be approved by the Audit Committee
of the Company."

The Registrant has obtained liability insurance covering its officers and
directors and has undertaken to indemnify and exculpate its directors and
certain of its officers.

Item 7.     Exemption from Registration Claimed

            Not applicable.

Item 8.     Exhibits.

Exhibit No.     Description
4.1 *           MIND C.T.I. Ltd. 1998 Share Option Plan.
4.2 *           MIND C.T.I. Ltd. 2000 Share Option Plan.
4.3             Second Amended and Restated Articles of Association, adopted on
                June 27, 2002.
5.1             Opinion of Goldfarb, Levy, Eran & Co. with respect to the
                legality of the securities being registered.
23.1            Consent of Kesselman & Kesselman, Independent Auditors.
23.2            Consent of Goldfarb, Levy, Eran & Co. (included in Exhibit 5.1).
24.1            Powers of Attorney (included on the signature page to this
                Registration Statement).
____________

*  Incorporated herein by reference to the Company's Registration Statement on
Form S-8 filed on January 30, 2001.

Item 9.     Undertakings.

     (a)     The undersigned registrant hereby undertakes:

            (1)     To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material change to such
information in this Registration Statement.
            (2)     That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
Registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
            (3)     To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
     (b)     The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the


                                    -5-





Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
     (c)     Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.


                                    -6-




































SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Yokneam, State of Israel, on the 23rd day of
October, 2002.


                                            MIND C.T.I. LTD.

                                            /s/ Monica Eisinger


                                      By:   Monica Eisinger
                                            President, Chief Executive Officer
                                            and Chairperson of the Board




                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Monica Eisinger and Arie Ganot,
or either of them, their true and lawful attorneys and agents, with full power
of substitution, each with power to act alone, to sign and execute on behalf
of the undersigned any amendment or amendments to this Registration Statement
on Form S-8, and to perform any acts necessary in order to file such
amendments, and each of the undersigned does hereby ratify and confirm that
said attorneys and agents, or their or his or her substitutes, shall do or
cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:


SIGNATURE                  TITLE                                DATE
- ------------                -----------                         ------------

/s/Monica Eisinger          Monica Eisinger                    October 21, 2002
                            President, Chief Executive
                            Officer and Chairperson
                            of the Board

/s/Arie Ganot               Arie Ganot                         October 22, 2002
                            Chief Financial Officer
                            (principal accounting and
                            financial officer)

/s/Rimon Ben-Shaoul         Rimon Ben-Shaoul                   October 21, 2002
                            Director

/s/Amnon Neubach            Amnon Neubach                      October 21, 2002
                            Director

/s/Lior Salansky            Lior Salansky                      October 21, 2002
                            Director



                                     S-1


                               EXHIBIT INDEX

Exhibit No.,           Description
4.1 *                  MIND C.T.I. Ltd. 1998 Share Option Plan.
4.2 *                  MIND C.T.I. Ltd. 2000 Share Option Plan.
4.3                    Second Amended and Restated Articles of Association,
                       adopted on June 27, 2002.
5.1                    Opinion of Goldfarb, Levy, Eran & Co. with respect to
                       the legality of the securities being registered.
23.1                   Consent of Kesselman & Kesselman, Independent Auditors.
23.2                   Consent of Goldfarb, Levy, Eran & Co. (included in
                       Exhibit 5. 1).
24.1                   Powers of Attorney (included on the signature page to
                       this Registration Statement).


*  Incorporated herein by reference to the Company's Registration Statement
on Form S-8 filed on January 30, 2001.









</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2 BYLAWS
<SEQUENCE>3
<FILENAME>articles.txt
<DESCRIPTION>ARTICLES OF ASSOCIATION
<TEXT>







                                                    Exhibit 4.3


                        THE COMPANIES LAW, 5759 - 1999
                        _____________________________

                         A COMPANY LIMITED BY SHARES
                         ___________________________

                          SECOND AMENDED AND RESTATED
                             ARTICLES OF ASSOCIATION

                                       OF

                              MIND  C.T.I. LTD.
                            ____________________


                             GENERAL PROVISIONS


1.     Object and Purpose of the Company

       The object and purpose of the Company shall be as set forth in the
Company's Memorandum of Association, as the same shall be amended from time
to time in accordance with applicable law.


2.     Limitation of Liability

       The liability of the shareholders is limited to the payment of the
nominal value of the shares in the Company allotted to them and which remains
unpaid, and only to that amount.  If the Company's share capital shall
include at any time shares without a nominal value, the shareholders'
liability in respect of such shares shall be limited to the payment of up to
NIS 0.01 for each such share allotted to them and which remains unpaid, and
only to that amount.

3.     Interpretation

     (a)     Unless the subject or the context otherwise requires: words and
expressions defined in the Companies Law, 5759-1999 (the "Companies Law"),
and in those sections of the Companies Ordinance [New Version], 5743-1983]
that are still in force (with respect to such sections), in force on the date
when these Articles or any amendment thereto, as the case may be, first
became effective shall have the same meanings herein; words and expressions
importing the singular shall include the plural and vice versa; words and
expressions importing the masculine gender shall include the feminine gender;
and words and expressions importing persons shall include bodies corporate.

     (b)     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.


                                 SHARE CAPITAL

4.     Share Capital

     (a)     The share capital of the Company shall be eight hundred eighty
thousand New Israeli Shekels (NIS 880,000) divided into eighty-eight million
(88,000,000) ordinary shares of a nominal value of one Agora (NIS 0.01) each,
which shall be designated as "Ordinary Shares".

     (b)     Rights of Ordinary Shares. The Ordinary Shares confer upon the
holders thereof all rights accruing to a shareholder of the Company, as
provided in these Articles, including, inter alia, the right to receive
notices of, and to attend, meetings of the shareholders; for each share held
- - the right to one vote at all shareholders' meetings for all purposes, and
to share equally, on a per share basis, in such dividends as may be declared
by the Board of Directors in accordance with the terms of these Articles and
the Companies Law, and upon liquidation or dissolution - in the assets of the
Company legally available for distribution to shareholders after payment of
all debts and other liabilities of the Company, in accordance with the terms
of these Articles and applicable law. All Ordinary Shares rank pari passu in
all respects with each other.

5.     Increase of Share Capital

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

     (b)     Except to the extent otherwise provided in such resolution, such
new shares shall be subject to all the provisions applicable to the shares of
the original capital.

6.     Special Rights; Modifications of Rights

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

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

             (ii)   The provisions of these Articles relating to General
Meetings shall, mutatis mutandis, apply to any separate General Meeting of
the holders of the shares of a particular class.

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

7.    Consolidation, Subdivision, Cancellation and Reduction of Share Capital

     (a)     The Company may, from time to time, by Shareholders Resolution
(subject, however, to the provisions of Article 6(b) hereof and to
applicable law):

             (i)   consolidate and divide all or any of its issued or
unissued share capital into shares of larger nominal value than its existing
shares,

             (ii)   subdivide its shares (issued or unissued) or any of them,
into shares of smaller nominal value than is fixed by these Articles of
Association (subject, however, to the provisions of the Companies Law), an
the Shareholders Resolution whereby any share is subdivided may determine
that, as among the holders of the shares resulting from such subdivision, on
or more of the shares may, as compared with the others, have any such
preferred or deferred rights or rights of redemption or other special rights,
or be subject to any such restrictions, as the Company has power to attach to
unissued or new shares.

             (iii)  cancel any shares which, at the date of the adoption of
such resolution, have not been taken or agreed to be taken by any person, and
diminish the amount of its share capital by the amount of the shares so
canceled, or

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

     (b)     With respect to any consolidation of issued shares into shares
of 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, including, inter alia,
resort to one or more of the following actions:

             (i)   determine, as to the holder of shares so consolidated,
which issued shares shall be consolidated into each share of larger nominal
value;

             (ii)   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;

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

             (iv)   cause the transfer of fractional shares by certain
shareholders of the Company to other shareholders thereof so as to most
expediently preclude or remove any fractional shareholdings, and cause the
transferees 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 sub-Article 7(b)(iv).


                                  SHARES

8.     Issuance of Share Certificates; Replacement of Lost Certificates

     (a)     Share certificates shall be issued under the seal or stamp of
the Company and shall bear the signatures of the Company's chief executive
officer and chief financial officer, or of any other person or persons
authorized thereto by the Board of Directors.

     (b)     Each shareholder shall be entitled to one numbered certificate
for all the shares of any class registered in his name, and if reasonably
requested by such shareholder, to several certificates, each for one or more
of such shares.

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

     (d)     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.

     (e)     The Company may issue bearer shares.

9.     Registered Holder

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

10.     Allotment of Shares

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

11.     Payment in Installments

     If by the terms of allotment of any share, the whole or any part of the
price thereof shall be payable in installments, every such installment shall,
when due, be paid to the Company by the then registered holder(s) of the
share of the person(s) entitled thereto.

12.     Calls on Shares

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

     (b) Notice of any call shall be given in writing to the shareholder(s)
in question not less than fourteen (14) days prior to the time of payment,
specifying the time and place of payment, and designating the person to whom
such payment shall be made, provided, however, that before the time for any
such payment, the Board of Directors may, by notice in writing to such
shareholder(s), revoke such call in whole or in part, extend such time, or
alter such person and/or place.  In the event of a call payable in
installments, only one notice thereof need be given.

     (c)     If, by the terms of allotment of any share or otherwise, any
amount is made payable at any fixed time, every such amount shall be payable
at such time as if it were a call duly made by the Board of Directors and of
which due notice had been given, and all the provisions herein contained with
respect to such calls shall apply to each such amount.

     (d)     The joint holders of a share shall be jointly and severally
liable to pay all calls in respect thereof and all interest payable thereon.

     (e)     Any amount unpaid in respect of a call shall bear interest from
the date on which it is payable until actual payment thereof, at such rate
(not exceeding the then prevailing debitory rate charged by leading
commercial banks in Israel), and at such time(s) as the Board of Directors
may prescribe.

     (f)     Upon the allotment of shares, the Board of Directors may provide
for differences among the allottees of such shares as to the amount of calls
and/or the times of payment thereof.

13.     Prepayment

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

14.     Forfeiture and Surrender

     (a)     If any shareholder fails to pay any amount payable in respect of
a call, or interest thereon as provided for herein, on or before the day
fixed for payment of the same, the Company, by resolution of the Board of
Directors, may at any time thereafter, so long as the said amount or interest
remains unpaid, forfeit all or any of the shares in respect of which said
call had been made.  Any expense incurred by the Company in attempting to
collect any such amount or interest, including, inter alia, attorneys' fees
and costs of suit, shall be added to, and shall, for all purposes (including
the accrual of interest thereon), constitute a part of the amount payable to
the Company in respect of such call.

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

     (c)     Whenever shares are forfeited as herein provided, all dividends
theretofore declared in respect thereof and not actually paid shall be deemed
to have been forfeited at the same time.

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

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

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

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

15.     Lien

     (a)     Except to the extent the same may be waived or subordinated in
writing, the Company shall have a first and paramount lien upon all the
shares registered in the name of each shareholder (without regard to any
equitable or other claim or interest in such shares on the part of any other
person), and upon the proceeds of the sale thereof, for his debts,
liabilities and engagements arising from any cause whatsoever, solely or
jointly with another, to or with the Company, whether the period for the
payment, fulfillment or discharge thereof shall have actually arrived or not.
Such lien shall extend to all dividends from time to time declared in respect
of such share.  Unless otherwise provided, the registration by the Company of
a transfer of shares shall be deemed to be a waiver on the part of the
Company of the lien (if any) existing on such shares immediately prior to
such transfer

     (b)     The Board of Directors may cause the Company to sell any shares
subject to such lien when any such debt, liability or engagement has matured,
in such manner as the Board of Directors may think fit, but no such sale
shall be made unless such debt, liability or engagement has not been
satisfied within seven (7) days after written notice of the intention to sell
shall have been served on such shareholder, his executors or administrators.

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

16.     Sale after Forfeiture or Surrender or in Enforcement of Lien

     Upon any sale of shares after forfeiture or surrender or for enforcing a
lien, the Board of Directors may appoint some person to execute an instrument
of transfer of the shares so sold and cause the purchaser's name to be
entered in the Register of Shareholders in respect of such shares, and the
purchaser shall not be bound to see to the regularity of the proceedings, or
to the application of the purchase money, and after his name has been entered
in the Register of Shareholders in respect of such shares, the validity of
the sale shall not be impeached by any person, and the remedy of any person
aggrieved by the sale shall be in damages only and against the Company
exclusively.

17.     Redeemable Shares

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

18.     [reserved]

                             TRANSFER OF SHARES

19.     Effectiveness and Registration

     (a)     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 or its agent, together with any
share certificate(s) and such other evidence of title as the Board of
Directors may reasonably require.  Until the transferee has been registered
in the Register of Shareholders in respect of the shares so transferred, the
Company may continue to regard the transferor as the owner thereof.  The
Board of Directors, may, from time to time, prescribe a fee for the
registration of a transfer.

     (b)     The Board of Directors may, in its discretion and to the extent
that it deems necessary, close the Register of Shareholders for the
registration of transfer of shares for such periods as may be determined by
the Board of Directors, and no transfers of shares shall be registered during
any period in which the Register of Shareholders is so closed.

20.     Record Date for General Meetings

     Notwithstanding any provision to the contrary in these Articles, for the
determination of the shareholders entitled to receive notice of and to
participate in and vote at a General Meeting, or to express consent to or
dissent from any corporate action in writing, or to receive payment of any
dividend or other distribution or allotment of any rights or to exercise any
rights in respect of shares of the Company, the Board of Directors may fix,
in advance, a record date, which, subject to applicable law, shall not be
earlier than ninety (90) days prior to the General Meeting or other action,
as the case may be.  No persons other than holders of record of shares as of
such record date shall be entitled to notice of and to participate in and
vote at such General Meeting, or to exercise such other right or receive such
other benefit, as the case may be. A determination of shareholders of record
with respect to a General Meeting shall apply to any adjournment of such
meeting, provided that the Board of Directors may fix a new record date for
an adjourned meeting.


                            TRANSMISSION OF SHARES

21.     Decedents' Shares

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

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

22.     Receivers and Liquidators

     (a)     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.

     (b)     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 or of his title, shall with the consent of the Board
of Directors (which the Board of Directors may grant or refuse in its
absolute discretion), be registered as a shareholder in respect of such
shares, or may, subject to the regulations as to transfer herein contained,
transfer such shares.


                               GENERAL MEETINGS

23.     Annual General Meeting

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

24.     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 obliged to do so upon a requisition in writing in
accordance with Sections 63(b)(1) or (2) of the Companies Law.

25.     Notice of General Meetings

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


                        PROCEEDINGS AT GENERAL MEETINGS

26.     Quorum

     (a)     Two or more shareholders (not in default in payment of any sum
referred to in Article 32(a) hereof), present in person or by proxy and
holding shares conferring in the aggregate at least twenty-five percent (25%)
of the voting power of the Company (subject to rules and regulations, if any,
applicable to the Company), 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.

     (b)     If within an hour from the time appointed for the meeting a
quorum is not present, the meeting, if convened upon requisition under
Sections 63(b)(1) or (2), 64 or 65 of the Companies Law, shall be dissolved,
but in any other case it shall stand adjourned to the same day in the next
week, at the same time and place, or to such day and at such time and place
as the Chairman may determine with the consent of the holders of a majority
of the voting power represented at the meeting in person or by proxy and
voting on the question of adjournment.  No business shall be transacted at
any adjourned meeting except business which might lawfully have been
transacted at the meeting as originally called.  At such adjourned meeting,
any two (2) shareholders (not in default as aforesaid) present in person or
by proxy, shall constitute a quorum (subject to rules and regulations, if
any, applicable to the Company).

     (c)     The Board of Directors may determine, in its discretion, the
matters that may be voted upon at the meeting by proxy in addition to the
matters listed in Section 87(a) to the Companies Law.

27.     Chairman

     The Chairman, if any, of the Board of Directors shall preside as
Chairman at every General Meeting of the Company.  If there is no such
Chairman, or if at any meeting he is not present within fifteen (15) minutes
after the time fixed for holding the meeting or is unwilling to act as
Chairman, the shareholders present shall choose someone of their number to be
Chairman.  The office of Chairman shall not, by itself, entitle the holder
thereof to vote at any General Meeting nor shall it entitle such holder to a
second or casting vote (without derogating, however, from the rights of such
Chairman to vote as a shareholder or proxy of a shareholder if, in fact, he
is also a shareholder or such proxy).

28.    Adoption of Resolutions at General Meetings

     (a)     Unless other provided herein, a Shareholders Resolution shall be
deemed adopted if approved by the holders of a majority of the voting power
represented at the meeting in person or by proxy and voting thereon.

     (b)     A Shareholders Resolution approving a merger (as defined in the
Companies Law) of the Company shall be deemed adopted if approved by the
holders of a majority of the voting power represented at the meeting in
person or by proxy and voting thereon.

     (c)     Every question submitted to a General Meeting shall be decided
by a show of hands, but if a written ballot is demanded by any shareholder
present in person or by proxy and entitled to vote at the meeting, the same
shall be decided by such ballot.  A written ballot may be demanded before the
proposed resolution is voted upon or immediately after the declaration by the
Chairman of the results of the vote by a show of hands.  If a vote by written
ballot is taken after such declaration, the results of the vote by a show of
hands shall be of no effect, and the proposed resolution shall be decided by
such written ballot.  The demand for a written ballot may be withdrawn at any
time before the same is conducted, in which event another shareholder may
then demand such written ballot.  The demand for a written ballot shall not
prevent the continuance of the meeting for the transaction of business other
than the question on which the written ballot has been demanded.

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

29.     Resolutions in Writing

     A resolution in writing signed by all shareholders of the Company then
entitled to attend and vote at General Meetings or to which all such
shareholders have given their written consent (by letter, facsimile
[telecopier], telegram, telex or otherwise), or their oral consent by
telephone (provided that a written summary thereof has been approved and
signed by the Chairman of the Board of Directors of the Company) shall be
deemed to have been unanimously adopted by a General Meeting duly convened
and held.

30.     Power to Adjourn

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

(b) It shall not be necessary to give any notice of an adjournment,
whether pursuant to Article 26(b) or Article 30(a), unless the meeting is
adjourned for thirty (30) days or more in which event notice thereof shall be
given in the manner required for the meeting as originally called.

31.     Voting Power

     Subject to the provisions of Article 32(a) and 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 him of
record, on every resolution, without regard to whether the vote hereon is
conducted by a show of hands, by written ballot or by any other means.

32.     Voting Rights

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

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

     (c)     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 32(b).

     (d)     If two or more persons are registered as joint holders of any
share, the vote of the senior who tenders a vote, in person or by proxy,
shall be accepted to the exclusion of the vote(s) of the other joint
holder(s); and for this purpose seniority shall be determined by the order in
which the names stand in the Register of Shareholders.






                                  PROXIES

33.     Instrument of Appointment

     (a)     The instrument appointing a proxy shall be in writing and shall
be substantially in the following form:

     "I ________________ of ________________________________________________
    (Name of Shareholder)             (Address of Shareholder)
     being a shareholder of ________________________________ hereby appoint
                                   (Name of the Company)
     ________________ of ________________________________________________
      (Name of Proxy)             (Address of Proxy)
     as my proxy to vote for me and on my behalf at the General Meeting of
     the Company to be held on the _____ day of ___________, 19__ and at any
     adjournment(s) thereof.

            Signed this ________ day of ________, 19__.

                                           _____________________________
                                               (Signature of Appointer)"

or in any usual or common form or in such other form as may be approved by
the Board of Directors.  It 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). Upon the request of the Company, written evidence of
such authorization (in form acceptable to the Company) shall be delivered to
the Company prior to the conclusion of the meeting.


     (b)     The instrument appointing a proxy (and the power of attorney or
other authority, if any, under which such instrument has been signed) shall
either be delivered to the Company (at its Registered Office, or at its
principal place of business or at the offices of its registrar and/or
transfer agent or at such place as the Board of Directors may specify) not
less than seventy two (72) hours (or such shorter period as determined by the
Board of Directors) before the time fixed for the meeting at which the person
named in the instrument proposes to vote.

     (c)     For as long as any of the Company's securities are publicly
traded on a U.S. market or exchange, all proxy solicitations by persons other
than the Board of Directors shall be undertaken pursuant to the U.S. Proxy
Rules, whether or not applicable to the Company under U.S. law.

34.     Effect of Death of Appointor or Revocation of Appointment

     A vote cast pursuant to an instrument appointing a proxy shall be valid
notwithstanding the previous death 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, revocation or transfer
shall have been received by the Company or by the Chairman of the 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

35.     Powers of Board of Directors

     (a)     In General

          The management of the business of the Company shall be vested in
the Board of Directors, which may exercise all such powers and do all such
acts and things as the Company is authorized to exercise and do, and are not
hereby or by law required to be exercised or done by the Company in General
Meeting.  The authority conferred on the Board of Directors by this
Article 35 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 General Meeting, provided,
however, that no such regulation or resolution shall invalidate any prior act
done by or pursuant to a decision of the Board of Directors which would have
been valid if such regulation or resolution had not been adopted.

     (b)     Borrowing Power

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

     (c)     Reserves

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

     (d)     Protective Measures

     The Board of Directors may, at any time in its sole discretion, adopt
protective measures to prevent or delay a coercive takeover of the Company,
including without limitation the adoption of a "Shareholder Rights Plan."

36.     Exercise of Powers of Directors

     (a)     A meeting of the Board of Directors at which a quorum is present
(whether in person, by conference call or by any other device allowing the
participating Directors to hear each other simultaneously) shall be competent
to exercise all the authorities, powers and discretions vested in or
exercisable by the Board of Directors,

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

     (c)     A resolution in writing signed by all Directors then in office
and lawfully entitled to vote thereon (as conclusively determined by the
Chairman of the Audit Committee or, in the absence of such determination, by
the Chairman of the Board of Directors) or to which all such Directors have
given their consent (by letter, telegram, telex, facsimile, telecopier or
otherwise), or their oral consent by telephone (provided that a written
summary thereof has been approved and signed by the Chairman of the Board of
Directors of the Company) shall be deemed to have been unanimously adopted by
a meeting of the Board of Directors duly convened and held.

37.     Delegation of Powers

     (a)     The Board of Directors may, subject to the provisions of the
Companies Law, delegate any or all of its powers to committees, each
consisting of two or more persons (all of whose members must be Directors),
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.  Unless otherwise expressly provided by the Board of Directors
in delegating powers to a Committee of the Board of Directors, such Committee
shall not be empowered to further delegate such powers.

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

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

38.     Number of Directors

     Until otherwise determined by Shareholders Resolution of the Company,
the Board of Directors shall consist of not less than three (3) nor more than
nine (9) Directors, at least two (2) of which shall be External Directors in
accordance with the Companies Law (the "External Directors").

39.     Election and Removal of Directors

     (a)     The Board of Directors of the Company shall be divided into
three (3) classes of Directors, designated as Class I, Class II, and Class
III, which shall be differentiated by the dates of commencement and
expiration of the terms of office of their respective Directors.  The number
of Directors in each class shall be divided equally, so far as practicable,
among the classes. The initial terms of office of the Directors of the
respective classes shall be as follows:

     (A)Class I Directors shall serve until the Annual General Meeting to be
        convened in 2001;

     (B) Class II Directors shall serve until the Annual General Meeting to
         convened in 2002; and

     )C) Class III Directors shall serve until the Annual General Meeting to
         be convened in 2003,

until their respective successors shall be duly elected. At each Annual
General Meeting, beginning with the Annual General Meeting to be convened in
2001, the Directors elected or re-elected to the class whose term expires at
such meeting shall serve until the Annual General Meeting to be convened in
the third year following such election or re-election.

     (b)     Directors shall be elected at General Meetings by the vote of
the holders of a majority of the voting power represented at such meeting in
person or by proxy and voting on the election of directors.

     (c)     Notwithstanding anything to the contrary in these Articles
of Association, the affirmative vote of at least 75% of the shares present,
in person or by proxy, and voting on the matter shall be required to amend or
repeal this Article 39 or to remove any Director prior to the expiration of
his or her term.

     (d)     Notwithstanding anything to the contrary in this Article 39, the
provisions of this Article 39 shall not apply to the Company's External
Directors, who shall not be members of any class and shall serve pursuant to
the provisions of the Companies Law.

40.     Qualification of Directors

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

41.Continuing Directors in the Event of Vacancies

     In the event of one or more vacancies in any class of Directors, the
continuing Directors may continue to act in every matter and may temporarily
fill any such vacancy in such class, provided, however, that if the
continuing Directors number less than a majority of the number provided for
pursuant to Article 38 hereof, they may only act in an emergency, and may
call a General Meeting of the Company for the purpose of electing Directors
to fill any or all vacancies, so that at least a majority of the number of
Directors provided for pursuant to Article 38 hereof are in office as a
result of said meeting.

42.     Vacation of Office

     (a)     The office of a Director shall be vacated, ipso facto, upon his
death, or if he be found lunatic or become of unsound mind, or if he become
bankrupt, or, if the Director is a company, upon its winding-up.

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

43     Remuneration of Directors

     No Director shall be paid any remuneration by the Company for his
services as Director except as may be approved by a Shareholders Resolution,
except for reimbursement of expenses incurred in connection with fulfilling
his duties as a Director.

44.     Conflict of Interests

     Subject to the provisions of the Companies Law, the Company may enter
into any contract or otherwise transact any business with any Director in
which contract or business such Director has a personal interest, directly or
indirectly; and may enter into any contract of otherwise transact any
business with any third party in which contract or business a Director has a
personal interest, directly or indirectly.  Any Director who has such a
personal interest shall notify the other Directors with respect thereto prior
to any discussion or vote on the matter by the Board of Directors.

45.     [reserved]

                      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 Board of Directors think fit.
Notice of the meetings of the Board of Directors shall be sent to each
Director at the last address that the Director provided to the Company.


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
of a majority of the Directors then in office who are lawfully entitled to
participate in the meeting (as conclusively determined by the Chairman of the
Audit Committee and in the absence of such determination - by the Chairman of
the Board of Directors), but shall not be less than two.

48.     Chairman of the Board of Directors

     The Board of Directors may from time to time elect one of its members to
be the Chairman of the Board of Directors, remove such Chairman from office
and appoint another in its place.  The Chairman of the Board of Directors
shall preside at every meeting of the Board of Directors, but if there is no
such Chairman, or if at any meeting he is not present within fifteen (15)
minutes of the time fixed for the meeting, or if he is unwilling to take the
chair, the Directors present shall choose one of their number to be the
chairman of such meeting.  The Chairman shall not have a casting vote.

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, or by any person(s) acting as Director(s), shall, notwithstanding
that it may afterwards be discovered that there was some defect in the
appointment of the participants in such meetings or any of them or any
person(s) acting as aforesaid, or that they or any of them were
disqualified,be as valid as if there were no such defect or disqualification.

                               GENERAL MANAGER

50.     General Manager

     The Board of Directors may from time to time appoint one or more
persons, whether or not Directors, as General Manager(s) of the Company and
may confer upon such person(s), and from time to time modify or revoke, such
title(s) (including Managing Director, Director General or any similar or
dissimilar title) and such duties and authorities of the Board of Directors
as the Board of Directors may deem fit, subject to such limitations and
restrictions as the Board of Directors may from time to time prescribe.  Such
appointment(s) may be either for a fixed term or without any limitation of
time, and the Board of Directors may from time to time (subject to the
provisions of the Companies Law and of any contract between any such person
and the Company) fix his or their salaries and emoluments, remove or dismiss
him or them from office and appoint another or others in his or their place
or places.

                                  MINUTES

51.     Minutes

     (a)     Minutes of each General Meeting and of each meeting of the Board
of Directors shall be recorded and duly entered in books provided for that
purpose.  Such minutes shall, in all events, set forth the names of the
persons present at the meeting and all resolutions adopted thereat.

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



                                 DIVIDENDS

52.     Declaration and Payment of Dividends

     The Board of Directors may from time to time declare, and cause the
Company to pay, such dividend as may appear to the Board of Directors to be
justified.  The Board of Directors shall determine the time for payment of
such dividends, and the record date for determining the shareholders entitled
thereto.

53.     [reserved]

54.     Amount Payable by Way of Dividends

     Subject to the rights of the holders of shares with special rights as to
dividends and without derogating from the provisions of Article 35(d) above,
any dividend paid by the Company shall be allocated among the shareholders
entitled thereto in proportion to their respective holdings of the shares in
respect of which such dividend is being paid.

55.     Interest

     No dividend shall carry interest as against the Company.

56.     Payment in Specie

     Upon the declaration of the Board of Directors, a dividend may be paid,
wholly or partly, by the distribution of specific assets of the Company or by
distribution of paid up shares, debentures or debenture stock of the Company
or of any other companies, or in any one or more of such ways.

57.     Capitalization of Profits, Reserves etc.

      Upon the resolution of the Board of Directors, the Company -

     (a)     may cause any moneys, investments, or other assets forming part
of the undivided profits of the Company, standing to the credit of a reserve
fund, or to the credit of a reserve fund for the redemption of capital, or in
the hands of the Company and available for dividends, or representing
premiums received on the issuance of shares and standing to the credit of the
share premium account, to be capitalized and distributed among such of the
shareholders as would be entitled to receive the same if distributed by way
of dividend and in the same proportion, on the footing that they become
entitled thereto as capital, or may cause any part of such capitalized fund
to be applied on behalf of such shareholders in paying up in full, either at
par or at such premium as the resolution may provide, any unissued shares or
debentures or debenture stock of the Company which shall be distributed
accordingly, in payment, in full or in part, of the uncalled liability on any
issued shares or debentures or debenture stock; and

     (b)     may cause such distribution or payment to be accepted by such
shareholders in full satisfaction of their interest in the said capitalized
sum.

58.     Implementation of Powers under Articles 56 and 57

For the purpose of giving full effect to any resolution under Articles 56 or
57, and without derogating from the provisions of Article 7(b) hereof, and
subject to applicable law, the Board of Directors may settle any difficulty
which may arise in regard to the distribution as it thinks expedient, and, in
particular, may issue fractional certificates, and may fix the value for
distribution of any specific assets, and may determine that cash 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, shares, debentures, debenture stock or specific assets in trustees
upon such trusts for the persons entitled to the dividend or capitalized fund
as may seem expedient to the Board of Directors.

59.     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 him to the Company on account of calls or otherwise in
respect of shares of the Company and/or on account of any other matter of
transaction whatsoever.

60.     Retention of Dividends

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

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

61.     Unclaimed Dividends

     All unclaimed dividends or other moneys payable in respect of a share
may be invested or otherwise made use of by the Board of Directors for the
benefit of the Company until claimed.  The payment by the Directors of any
unclaimed dividend or such other moneys into a separate account shall not
constitute the Company a trustee in respect thereof, and any dividend
unclaimed after a period of seven (7) years from the date of declaration of
such dividend, and any such other moneys unclaimed after a like period from
the date the same were payable, shall be forfeited and shall revert to the
Company, provided, however, that the Board of Directors may, at its
discretion, cause the Company to pay any such dividend or such other moneys,
or any part thereof, to a person who would have been entitled thereto had the
same not reverted to the Company.

62.     Mechanics of Payment

     Any dividend or other moneys payable in cash in respect of a share may
be paid by check or warrant sent through the post to, or left at, the
registered address of the person entitled thereto or by transfer to a bank
account specified by such person (or, if two or more persons are registered
as joint holders of such share or are entitled jointly thereto in consequence
of the death or bankruptcy of the holder or otherwise, to 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 or warrant
shall be made payable to the order of the person to whom it is sent, or to
such person as the person entitled thereto as aforesaid may direct, and
payment of the check or warrant by the banker upon whom it is drawn shall be
a good discharge to the Company.  Every such check or warrant shall be sent
at the risk of the person entitled to the money represented thereby.

63.     Receipt from a Joint Holder

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


                               ACCOUNTS

64.      Books of Account

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

65.     Audit

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

66.     Auditors

     The appointment, authorities, rights and duties of the auditor(s) of the
Company, shall be regulated by applicable law.  The Audit Committee of the
Company shall have the authority to fix, in its discretion, the remuneration
of the auditor(s) for the auditing services.


                            BRANCH REGISTERS

67.     Branch Registers

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


                      RIGHTS OF SIGNATURE, STAMP AND SEAL

68.     Rights of Signature, Stamp and Seal

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

     (b)     The Company shall have at least one official stamp.

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


                               NOTICES

69.     Notices

     (b)     Any written notice or other document may be served by the
Company upon any shareholder either personally or by sending it by prepaid
mail addressed to such shareholder at his address as described in the
Register of Shareholders or such other address as he may have designated in
writing for the receipt of notices and other documents.  Any written notice
or other document may be served by any shareholder upon the Company by
tendering the same in person to the Secretary or the General Manager of the
Company at the principal office of the Company or by sending it by prepaid
registered mail (airmail if posted outside Israel) to the Company at its
Registered Address. Any such notice or other document shall be deemed to have
been served (i) in the case of mailing, two (2) business days after it has
been posted (seven (7) business days if sent internationally), or when
actually received by the addressee if sooner than two (2) days or seven (7)
days, as the case may be, after it has been posted; (ii) in the case of
overnight air courier, on the third (3rd) business day following the day sent,
with receipt confirmed by the courier, or when actually received by the
addressee if sooner than three (3) business days after it has been sent;
(iii) in the case of personal delivery, on the date such notice was actually
tendered in person to such shareholder (or to the Secretary or the General
Manager); (iv) in the case of facsimile transmission, on the date on which
the sender receives automatic electronic confirmation by the recipient's
facsimile machine that such notice was received by the addressee.  The
mailing date or publication date and the date of the meeting shall be counted
as part of the days comprising any notice period.  Notice may be sent by
cablegram, telex, telecopier (facsimile) or other electronic means and
confirmed by registered mail as aforesaid.  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 69(a).

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

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

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


                         INSURANCE AND INDEMNITY

70.     Exculpation, Indemnity and Insurance

     (a)     For purposes of these Articles, the term "Office Holder" shall
mean every Director and every officer of the Company, including, without
limitation, each of the persons defined as "Nosei Misra" in the Companies
Law.

     (b)     Subject to the provisions of the Companies Law, the Company may
prospectively exculpate an Office Holder from all or some of the Office
Holder's responsibility for damage resulting from the Office Holder's breach
of the Office Holder's duty of care to the Company.

     (c)     Subject to the provisions of the Companies Law, the Company may
indemnify an Office Holder in respect of an obligation or expense specified
below imposed on the Office Holder in respect of an act performed in his
capacity as an Office Holder, as follows:

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

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

The Company may undertake to indemnify an Office Holder as aforesaid, (aa)
prospectively, provided that the undertaking is limited to categories of
events which in the opinion of the Board of Directors can be foreseen when
the undertaking to indemnify is given, and to an amount set by the Board of
Directors as reasonable under the circumstances and (bb) retroactively.

     (d)     Subject to the provisions of the Companies Law, the Company may
enter into a contract for the insurance of all or part of the liability of
any Office Holder imposed on the Office Holder in respect of an act performed
in his capacity as an Office Holder, in respect of each of the following:

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

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

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

     (e)     The provisions of Articles 70(a), 70(b) and 70(c) above are not
intended, and shall not be interpreted, to restrict the Company in any manner
in respect of the procurement of insurance and/or in respect of
indemnification (i) in connection with any person who is not an Office
Holder, including, without limitation, any employee, agent, consultant or
contractor of the Company who is not an Office Holder, and/or (ii) in
connection with any Office Holder to the extent that such insurance and/or
indemnification is not specifically prohibited under law; provided that the
procurement of any such insurance and/or the provision of any such
indemnification shall be approved by the Audit Committee of the Company.


                                 WINDING UP

71.     Winding Up

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

                                    * * * * *


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2 OPIN COUNSEL
<SEQUENCE>4
<FILENAME>legal.txt
<DESCRIPTION>OPINION OF GOLDFARB, LEVY ERAN & CO.
<TEXT>
                                          Exhibits 5.1 & 23.2



                          GOLDFARB, LEVY, ERAN & CO.
                                  Law Offices


                               October 23, 2002




Mind C.T.I. Ltd.
POB 144
Yokneam Yilit 20692
Israel



Dear Sirs:

     We refer to the Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended
(the "Act"), on behalf of Mind C.T.I. Ltd. (the "Company"), relating
to 1,000,000 of the Company's Ordinary Shares, NIS 1.00 nominal
value per share, to be issued upon the exercise of share options
granted under the MIND C.T.I. Ltd. 1998 Share Option Plan
and the Mind C.T.I. Ltd. 2000 Share Option Plan (the "Plans").

     We are members of the Israel Bar and we express no opinion as
to any matter relating to the laws of any jurisdiction other than
the laws of Israel.

     As counsel for the Company, we have examined such corporate
records, other documents, and such questions of Israeli law as we
have considered necessary or appropriate for the purposes of this
opinion and, upon the basis of such examination, advise you that in
our opinion, all necessary corporate proceedings by the Company have
been duly taken to authorize the issuance of the shares pursuant to
the Plans pursuant to Israeli law, and that the shares being
registered pursuant to the Registration Statement, when issued in
accordance with the Plans, will be duly authorized, validly issued,
fully paid and non-assessable.

     We hereby consent to the filing of this opinion as part of the
Registration Statement.  This consent is not to be construed as an
admission that we are a person whose consent is required to be filed
with the Registration Statement under the provisions of the Act.

                                  Very truly yours,



                                   /s/ Goldfarb, Levy, Eran & Co.

                                   Goldfarb, Levy, Eran & Co.




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.14 OTH CONSENT
<SEQUENCE>5
<FILENAME>accountant.txt
<DESCRIPTION>CONSENT OF KESSELMAN & KESSELMAN
<TEXT>

                                                        Exhibit 23.1

Price WaterhouseCoopers
                                            Kesselman & Kesselman
                                            Certified Public Accountants (Isr.)
                                            Trade Tower, 25 Hamered Street
                                            Tel Aviv 68125 Israel
                                            P.O Box 452 Tel Aviv 61003
                                            Telephone 03-7954555
                                            Facsimile 03-7954556




                    CONSENT OF INDEPENDENT ACCOUNTANTS




We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 pertaining to the MIND C.T.I. Ltd. 1998 Stock Option Plan
and MIND C.T.I. Ltd. 2000 Stock Option Plan of our report dated February 11,
2002, which appears in MIND C.T.I. Ltd.'s Annual Report on Form 20-F for the
year ended December 31, 2001



Tel Aviv, Israel                        /s/   Kesselman & Kesselman
  October 21, 2002                       Certified Public Accountants (Isr.)



       Kesselman & Kesselman is a member of PricewaterhouseCoopers
International Limited, a company limited by guarantee registered in
England and Wales.






</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
