WHEREAS JAFI and WZO have negotiated a financial arrangement to enable ultimate financial independence for the WZO (the "Financial Arrangement"), attached to this Resolution as Appendix D; and

WHEREAS as part of the Financial Arrangements, JAFI is to transfer certain assets to the WZO and to continue funding WZO in a defined amount up until December 31, 2013;

Therefore it is hereby resolved as follows:

1.       To approve the Financial Arrangement, subject to the revisions described in paragraph 2.

2.       To authorize the Chairman of the Board and the Chairman of the Budget & Finance Committee to conclude negotiations with the WZO on issues relating to taxation, the Keren Hayesod transaction and some minor drafting issues and to settle with the representatives of the WZO on the final wording of the Financial Arrangement.

3.       To authorize Mr. Yaron Neudorfer, CFO, and Mr. Shalom Allenstein, JAFI accountant, to sign any document necessary whatsoever for the execution and implementation of this Resolution and the Financial Arrangement.