TEL AVIV, June 5 /PRNewswire/ --     All shareholders of the Company (the "Shareholders") are hereby cordially
invited to attend:

(i) an Extraordinary General Meeting of the Company (the "Extraordinary
Meeting") to be held on July 16, 2008 at 10:00 (Israel time); and

(ii) an Annual General Meeting of the Company (the "Annual Meeting") to
be held on July 16, 2008 at 15:00 Israel time.

The Extraordinary Meeting and the Annual Meeting shall be referred to
jointly as the "Meetings").

Both Meetings are to be held at 2 Weizmann St., Tel Aviv 6423, Israel,
floor 17 at the offices of Goldfarb Levy, Eran Meiri & Co.

During the intermission between the meetings, the Company's newly elected
audit committee and board of directors of the Company (the: "Audit
Committee", and the "Board of Directors", respectively) shall convene in
order to consider, approve, and ratify certain issues, which are on the
agenda of the Annual Meeting.

1. The Matters on the Agenda of the Extraordinary Meeting and
Summary of the Proposed Resolutions are as follows:

In the Extraordinary Meeting the Shareholders will be asked
to:

1.1. Re-elect Mr. Joseph Shachak, and Mr. Yair Shamir as
directors of the Company.

Both Mr. Shachak and Mr. Shamir were initially elected as directors of
the Company on November 1999 and June 2001, respectively, and were re-elected
for the last time at the annual general meeting of the Company held on May
31, 2004.

1.2. Re-elect Mr. Reuven Ashkenazy (effective as of May 31,
2007) and elect Ms. Ziva Atsmon (effective as of the date of the
Extraordinary Meeting) as external directors of the Company (the "External
Directors", and together with Mr. Shachak and Mr. Shamir, the "Directors"),
for a three years term pursuant to and as defined by the provisions of the
Companies Law 5759-1999 (the: "Companies Law") and, if and as applicable, the
Companies Regulations (Alleviations for Public Companies whose Shares are
Registered in a Stock Exchange Outside of Israel) 5760-2000 (the
"Alleviations Regulations"). In accordance with the Companies Law, external
directors may be elected for two terms of there years, each.

Mr. Ashkenazy was initially elected as an external director on May 31,
2004, and, if re-elected, he shall commence serving his second term as an
external director as of May 31, 2007.

Ms. Atsmon is an attorney-at-law since 1971, and she manages her own
private practice since 1989. Ms. Atsmon specializes in commercial, corporate
and securities law, real estate, and employment law. Ms. Atsmon serves as an
external director of Minrav Holding Ltd. since 2006, and she also served as
an external director of Gil-On Investments (1999) Ltd. between 1999-2004. In
addition, Ms. Atsmon was the secretary of Migdal Insurance Company Group Ltd.
between 1996-1998, and the legal counsel of the "Tzion" insurance group
between the years 1980-1986. Ms. Atsmon holds an LL.B. from the Hebrew
University of Jerusalem (the Tel Aviv Extension), and she participated in
postgraduate studies in the field of European Community Law at the University
of Amsterdam between 1978-1979. If elected, Ms. Atsmon term of office will be
three years, and she may be re-elected for a second three years term.

Mr. Ashkenazy and Ms. Atsmon, as candidates for the position of external
directors of the Company, executed a statement in accordance with section 241
of the Companies Law, and were assessed by the acting Board of Directors as
having Professional Competence in accordance with the Companies Regulations
(Terms and Criteria for the Assessment of a Director with Accounting
Expertise and a Director with Professional Competence) 5766-2000 (the
"Competence Regulations"). Mr. Ashkenazy was also assessed by the acting
Board of Directors as having Accounting Expertise in accordance with the
Competence Regulations.

2. The Matters on the Agenda of the Annual Meeting and Summary
of the Proposed Resolutions are as follows:

2.1. Subject to the adoption of the following resolutions by
the Audit Committee, and thereafter by the Board of Directors (in meetings
which are to be convened following the adjournment of the Extraordinary
Meeting and prior to the convening of the Annual Meeting), the Shareholders
shall be asked in the Annual Meeting to approve and ratify the following
pursuant with the provision of Chapter 5 of Part 6 of the Companies Law:

2.1.1. The procurement by the Company of a liability insurance
for the Directors and officers (if any) of the Company with coverage of up to
US$ 5,000,000 effective as of 6 November 2005 until the completion of the
Company's intended liquidation procedures (referred to in section 2.4 below),
including run off insurance coverage thereafter, and the authorization of the
Board of Directors, for as long as any one of the directors of the Company
bear any responsibility as director of the Company, to extend the period of
such liability insurance.

2.1.2. The entering into Indemnification and Release Agreement
with Ms. Ziva Atsmon and office holders of the Company (if any, and as per
the determination of the Board of Directors) to the extent permitted by the
Companies Law and the Articles of Association of the Company (the "Articles")
in a form similar to the form of the Indemnification and Release Agreement
the Company has entered into with the acting directors.

2.2. Subject to the re-approval of the financial reports of
the Company for the fiscal years ending December 31, 2005, December 31, 2006,
and December 31, 2007 (the "2005, 2006 and 2007 Financial Reports") by the
Board of Directors (in a meeting which is to be convened following the
adjournment of the Extraordinary Meeting and prior to the convening of the
Annual Meeting), the Shareholders shall be asked in the Annual Meeting to
receive and consider the 2005, 2006 and 2007 Financial Reports.

2.3. The Shareholders shall be asked in the Annual Meeting to
re-appoint Ernst & Young Israel - Kost, Forer, Gabbay and Kasierer as the
Company's independent auditors and to authorize the Board of Directors to
determine the auditors' remuneration.

2.4. The Directors shall present to the Shareholders the
status of the Company's business affairs, including the de-listing of the
Company's shares from the Euronext Paris on December 17, 2007, and inform
them on the Directors and certain Shareholders' intention to review and
consider the possibility of voluntary liquidating the Company in the near
future.

2.5. Subject to the re-approval by the Board of Directors (in
a meeting which is to be convened following the adjournment of the
Extraordinary Meeting and prior to the convening of the Annual Meeting) of
the acting Board of Directors resolution, dated May 13, 2008, according to
which the Directors are entitled, as of January 2008, to remuneration for
their services as directors of the Company equal to the "fixed amounts"
(adjusted to the Israeli Consumer Price Index from time to time) permitted to
be paid to external directors of companies with the Company's equity level
classification under the Companies Regulations (Rules with regard to
Remuneration and Refund of Expenses to External Director) 5760-2000 (the
"Remuneration Rules"), the Shareholders shall be presented with the details
of the Directors' remuneration as of January 2008.

3. General:

3.1. Except for the election of the External Directors, the
resolutions referred to above shall be deemed adopted if approved by the
holders of a majority of the voting power represented at the Meeting in
person, by proxy or Written Ballot (as detailed in sections 3.5 and 3.6
below), as the case may be, and voting thereon (the "Regular Majority").

The election of the External Directors (section 1.2 above) shall be
subject also to special majority requirements stipulated by the Companies Law
in respect of "Controlling Shareholders", if, at all, there are at such time,
any "Controlling Shareholders" in the Company. Such special majority
requirements are that Regular Majority includes one of the following: (a) at
least one third of the shares of non-Controlling Shareholders voting in
person, by proxy or Written Ballot at the meeting, or (b) the total number of
votes of the shares voted by non-controlling shareholders against the
approval does not exceed one percent (1%) of the total voting rights in the
Company.

3.2. Only Shareholders of record at the close of business on
June 12, 2008 (the "Record Date") are entitled to notice of, to attend and
vote at the Meetings.

3.3. Under the Articles no business shall be transacted at a
general meeting unless a quorum is present when the meeting proceeds to
business. The quorum at the Meetings is two (2) or more Shareholders (not in
default in payment of any calls or other sums then payable by such
Shareholders in respect of their shares) present in person or by proxy and
holding in aggregate at least twenty five percent (25%) of the voting power
of the Company.

If within an hour from the time scheduled for the above Extraordinary
Meeting, a quorum is not present, the Extraordinary Meeting shall stand
adjourned and shall take place at the same place on July 23, 2008 at 10:00
(Israel time).

If within an hour from the time scheduled for the above Annual Meeting, a
quorum is not present, the Annual Meeting shall stand adjourned and shall
take place at the same place on July 23, 2008 at 15:00 (Israel time).

No business shall be transacted at any adjourned meetings except business
which might lawfully have been transacted at each of the meetings as
originally called. At such meetings, any two (2) Shareholders (not in default
as aforesaid), present in person or by proxy, shall constitute a quorum.

3.4. Please note that the Euroclear France (formerly known as
Sicovam S.A., hereinafter: the "Euroclear") is registered as the holder of
substantial portion of the issued shares of the Company. Euroclear is
expected to provide individuals and entities who are recognized by the
Euroclear to be the beneficial owners of shares of the Company that are
registered in the name of Euroclear (the "Beneficial Owners"), with proxies
pertaining to the respective number of shares so held by the Euroclear,
appointing the Beneficial Owners or their nominees to participate and vote in
the Meetings ("Euroclear Proxy").

Immediately following the publication of this Notice, Natixis through
Euroclear shall distribute the Notice together with all accompanying
documents, including the Written Ballot (as defined in Section 3.6 below), to
the banks or other agents with whom the Beneficial Owners' shares are
deposited (the "Intermediaries"). The Intermediaries shall then inform the
Beneficial Owners of the convening of the Meetings, and provide them with the
aforesaid convening documents. Requests to issue the Euroclear Proxy by the
Beneficial Owners (executed by Intermediaries) should be sent in PDF form to
Natixis to the following address Natixis, 10 - 12 avenue Winston Churchill,
94220 Charenton-le-Pont, France (Attn: Gisele Gresle) at least 15 days before
the date set for the scheduled Meetings.

3.5. A shareholder who wishes to be represented at the
Meetings by a proxy shall provide the Company at the Company's legal counsel,
Goldfarb Levy, Eran Meiri & Co., Office located at 2 Weizmann St., Tel Aviv
6423, Israel, Tel: +972 (3) 608 9999 Fax: +972 (3) 608 9909 (to the
attention: Advs. Keren Be'er or Oren Wolpin) (the "Company's Legal Counsel",
and the "Company's Legal Counsel Office", respectively), not less than 72
hours before the time fixed for the scheduled Meetings with a proxy pursuant
to the Articles. All Shareholders can obtain copies of the Articles, and a
general form of proxy in accordance with the Articles from the Company's
Legal Counsel at its address detailed above.

3.6. Written Ballots - Alternatively, in accordance with the
Companies Regulations (Written Ballots and Statements of Position) 5766 -
2000 (the "Written Ballot Regulations"), all Shareholders are entitled to
vote on matters 1.1, 1.2, 2.1.1, and 2.1.2 above by way of written ballot
without attending the Meetings in person or appointing a proxy, provided that
such Written Ballot is deposited at the Company's Legal Counsel Office at
least 72 hours before the Meetings and subject further to the authorization
of share ownership as of the Record Date and proof of identification as
required under applicable law. According to applicable Israeli law the
Written Ballot will be sent by the Company to each Shareholder of the
Company. The form of Written Ballot may also be obtained from the Company by
approaching the Company's Legal Counsel, at + 972 (3) 608 9999, or via email:
Keren.Beer@goldfarb.com or oren.wolpin@goldfarb.com. Any shareholder who
submitted a Written Ballot may revoke his/hers/its Written Ballot by
submitting a cancellation notice (the "Cancellation Notice"). The
Cancellation Notice together with sufficient proof as to the identity of such
cancelling shareholder, to the absolute discretion of the Company's Chairman
of the Board, must be delivered to the Company's Legal Counsel's Office (for
the attention of Advs. Keren Be'er or Oren Wolpin) no later than 24 hours
prior to the Meetings. Any such shareholder submitting a Cancellation Notice
may only vote by attending the Meetings in person or by proxy.

3.7. A corporation being a shareholder of the Company may be
requested by the Company to provide the Company, with a written evidence
issued by such corporation evidencing the authorization of its representative
to represent the corporation at the Meeting.

By order of the acting Board of Directors,

Yair Shamir
    Chairman of the Board of Directors
    Dated: June 5, 2008
    
    Oren Wolpin, Advocate
    Goldfarb, Levy, Eran, Meiri & Co., Law Offices
    2 Weizmann Street, Tel Aviv 64239, ISRAEL
    Tel: +972-(3)-608-9372
    Fax: +972-(3)-608-9381; E-Fax: +972-(3)-608-9133