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Exhibit 4.10

REGISTRATION RIGHTS AGREEMENT

THIS AMENDEDANDRESTATED
REGISTRATIONRIGHTSAGREEMENT (this Agreement)
is made as of the 30th day of December, 2004 by and between Camtek
Ltd., an Israeli company (the Company)
and Priortech Ltd., an Israeli company (Priortech).

W I T N E S S E T H :

WHEREAS, Priortech, which owns approximately 78% of
the issued and outstanding share capital of the Company, is a controlling
shareholder of the Company as defined in the Israeli Companies Law, 5759-1999
(the Companies Law);

WHEREAS, the Company wishes to expand its
shareholder base and the liquidity of its traded shares, and to provide an
incentive for Priortech to limit sales of its Ordinary Shares (as defined
below) to offerings conducted in an organized manner;

WHEREAS, Priortech is willing to sell some of its
Ordinary Shares from time to time, but may be subject to certain restrictions
with respect to such sales by it;

WHEREAS, the Company and Priortech previously
entered into a Registration Rights Agreement, dated March 1st, 2004,
which was approved by the Companys shareholders at a general meeting held on
March 29, 2004 (the Registration Rights
Agreement) regarding the registration rights of Priortech with
respect to the Ordinary Shares held by it; and

WHEREAS, the Company and Priortech wish to clarify
and amend certain provisions of the Registration Rights Agreement, subject to
approval of the Companys shareholders.

NOW, THEREFORE, in consideration of the mutual promises and
covenants hereinafter set forth, the parties hereby agree as follows:

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|1. | DEFINITIONS.
  As used herein, the following terms have the following meanings:                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Demanding Holder means a holder of
  Ordinary Shares (other than a Holder) whose exercise of a demand registration
  right is the cause of the relevant registration.                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Effective Date means the date on which
  this Agreement shall be approved by the Companys shareholders as required by
  the Companies Law.                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Form F-3 means Form F-3 under the
  Securities Act, as in effect on the date hereof or any registration form
  under the Securities Act subsequently adopted by SEC which permits inclusion
  or incorporation of substantial information by reference to other documents
  filed by the Company with the SEC.                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Holder means Priortech and any
  subsequent holder of outstanding Registrable Shares acquired directly or
  indirectly from Priortech and to whom registration rights have been assigned
  by Priortech hereunder, and any holder of rights to acquire such Registrable
  Shares directly or indirectly from Priortech to whom registration rights have
  been assigned by Priortech hereunder.
|   |                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Initiating Holders means Holders holding
  in the aggregate at least (a) for the purposes of Section 3 below, fifteen
  percent (15%), or (b) for
  the purposes of Section 4 below, three percent (3%) of the Registrable Shares
  then outstanding and not previously registered pursuant to this Agreement.                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Ordinary Shares means ordinary shares,
  nominal value NIS 0.01 per share, of the Company.                                                                                                                                                                                                                                                                                                     

1

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| | Register, registered and registration
  refer to a registration effected by filing a registration statement in
  compliance with the Securities Act, or the equivalent actions under the laws
  of another jurisdiction.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Registrable Shares means (i)  all
  Ordinary Shares held by Priortech on the date hereof, and (ii)  any
  Ordinary Shares issued as (or issuable upon the conversion or exercise of any
  warrant, right or other security which is issued as) a dividend or other
  distribution with respect to, or in exchange for or in replacement of, the
  Ordinary Shares described in clause (i) above; excluding, in all
  cases, however, any Registrable
  Shares transferred in a transaction in which registration rights under this
  Agreement are not assigned in accordance with this Agreement; provided, however, that Ordinary Shares or other
securities shall
  only be treated as Registrable Securities if and so long as they have not
  been sold to or through a broker or dealer or underwriter in a public
  distribution or a public securities transaction.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | SEC means the U.S. Securities and
  Exchange Commission.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Securities Act means the U.S. Securities
  Act of 1933, as amended.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

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|2.  | INCIDENTAL
  REGISTRATION.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|2.1 | If (but without any
  obligation to do so) the Company at any time proposes to register any of its
  securities (other than: (i) in
  a demand registration under Section 3 of this Agreement, (ii) a registration relating solely
  to the sale of securities to participants in a Company benefit plan, (iii) a registration relating to a
  corporate reorganization or other transaction described under Rule 145 of the
  Act, or (iv) a
  registration on any form that does not include substantially the same
  information as would be required to be included in a registration statement
  covering the sale of the Registrable Shares), it shall give notice to the
  Holders of such intention. Upon the
  written request of any Holder given within fourteen (14) days after receipt
  of any such notice, the Company shall include in such registration all of the
  Registrable Shares indicated in such request, so as to permit the disposition
  of the shares so registered.                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|2.2 | In connection with any
  offering involving an underwriting of shares of the Companys share capital,
  the Company shall not be required under this Section 2 to include any of the
  Holders securities in such underwriting unless they accept the terms of the
  underwriting as agreed upon between the Company and the underwriters selected
  by it (or by other persons entitled to select the underwriters) and enter into
  an underwriting agreement in customary form with an underwriter or
  underwriters selected by the Company and such other agreements as the
  underwriter(s) may reasonably request.
  Notwithstanding any other provision of this Section 2, if the managing
  underwriter advises the Company in writing that marketing factors require a
  limitation of the number of shares to be underwritten, then there shall be
  excluded from such registration and underwriting to the extent necessary to
  satisfy such limitation, first,
  shares held by shareholders other than the Demanding Holders; second, to the extent necessary, shares
  held by shareholders with incidental registration rights (on a pro rata basis
  to their respective holdings); third,
  shares registered by the Demanding Holders (on a pro rata basis); and lastly, shares offered by the Company.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|2.3 | The Company shall have
  the right to terminate or withdraw any registration initiated by it under
  this Section 2 prior to the effectiveness of such registration whether or not
  any Holder has elected to include securities in such registration. The expenses of such withdrawn
  registration shall be borne by the Company in accordance with Section 6
  below.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

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|3.  | DEMAND
  REGISTRATION.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|3.1 | At any time following the
  Effective Date, the Initiating Holders may request in writing that all or
  part of the Registrable Shares shall be registered under the Securities
  Act. Any such demand must request the
  registration of shares with an anticipated aggregate offering price of at
  least five million United States dollars ($5,000,000). Within thirty (30) days after receipt of
  any such request, the Company shall give written notice of such request to
  any other Holders, if any, and shall include in such registration all
  Registrable Shares held by all such Holders who wish to participate in such
  demand registration and provide the Company with written requests for
  inclusion therein within fourteen (14) days after the receipt of the
  Companys notice. As promptly as
  practicable thereafter, subject to Section 8.1 hereof, the Company shall
  effect the registration of all Registrable Shares as to which it has received
  requests for registration under the Securities Act in the request for
  registration; provided, however, that the Company shall not be
  required to effect any registration under this Section 3 within a period
  of ninety (90) days following the effective date of a previous registration.

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|3.2 | If the Initiating Holders
  intend to distribute the Registrable Shares covered by their request by means
  of an underwriting, they shall so advise the Company as a part of their
  request made pursuant to Section 3.1 above and the Company shall include
  such information in the written notice referred to in Section 3.1. In such event the right of any Holder to
  include its Registrable Shares in such registration shall be conditioned upon
  such Holders participation in such underwriting and the inclusion of such
  Holders Registrable Shares in the underwriting (unless otherwise mutually
  agreed by a majority in interest of the Initiating Holders and such Holder)
  and such other agreements as such underwriter(s) shall reasonably
  request. All Holders proposing to
  distribute their securities through such underwriting shall enter into an
  underwriting agreement in customary form with the underwriter. Notwithstanding any other provision of
  this Section 3, if the managing underwriter advises the Company that
  marketing factors require a limitation of the number of shares to be underwritten,
  then the Company shall so advise all Holders of Registrable Shares that would
  otherwise be underwritten pursuant hereto, and there shall be excluded from
  such registration and underwriting, to the extent necessary to satisfy such
  limitation, first, shares held
  by shareholders other than the Holders; second,
  to the extent necessary, shares which the Company may wish to register for
  its own account, and thereafter,
  to the extent necessary, Registrable Shares held by the Holders (pro rata to
  the respective number of Registrable Shares held by the Holders participating
  in the registration). Any Registrable
  Shares excluded or withdrawn from such underwriting shall be withdrawn from
  the registration.
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|4.  | SHELF
REGISTRATION.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
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|4.1 | The Company shall, at the
  request of the Initiating Holders, file a registration statement on Form F-3
  pursuant to Rule 415 under the Securities Act with the SEC for the sale of
  all the Registrable Shares requested to be included in the registration
  statement (a Shelf Registration), and the Company will maintain the
  effectiveness of each such registration statement, and shall use its
  reasonable commercial efforts to keep such registration statement
  continuously effective under the Securities Act until all Registrable Shares
  covered by such registration statement have been sold or may be sold without
  volume restrictions pursuant to Rule 144(k) as determined by the counsel to
  the Company pursuant to a written opinion letter to such effect, addressed
  and acceptable to the Companys transfer agent and the affected Holders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
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|    | Notwithstanding the
  aforesaid or any other provision to the contrary in this Agreement, with
  respect to underlying Registrable Shares held by Priortech but which other
  Holders have rights to acquire, the following provisions shall apply: for so
  long as there exists an effective registration statement on Form F-3 covering
  Registrable Securities, all requests by Initiating Holders hereunder shall be
  deemed requests that the Company amend such registration statement to cover
  the Registrable Shares of such Initiating Holder, and will be treated as such
  by the Company; provided, however, that in no event shall the
  Company be required to amend an effective registration statement on Form F-3
  more than once per quarter, solely in order to reflect the transfer of any
  instrument affording its holder the right to acquire Registrable Shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
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|4.2 | Within fifteen (15) days
  after receipt of a request for a Shelf Registration, the Company shall give
  written notice of such request, as the case may be, to the other Holders.
  Subject to the provisions of Section 4.3 below, the Company shall use
  its reasonable commercial efforts to effect the registration as soon
  as practicable of all Registrable Shares included in the requests for Shelf
  Registration and all Registrable Shares held by all such Holders who provide
  the Company with written requests for inclusion therein within fifteen (15)
  days after the receipt of the Companys notice.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

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|    | Notwithstanding the
  above, the Company shall not be required to effect a registration pursuant to
  this Section 4 if it has, within the twelve (12) month period preceding
  the date of such request, already effected two (2) registrations on
  Form F-3 for the Holders pursuant to this Section 4.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
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|5.  | DESIGNATION
  OF UNDERWRITER. In the case of any
  registration of the Companys shares, the Company shall have the right to
  designate the managing underwriter(s) in any underwritten offering, which
  underwriter or underwriters shall be reasonably acceptable to the Holders
  participating in an offering initiated under Section 3 above.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
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|6.  | EXPENSES. All expenses incurred in connection with any registration under
  Section 2, 3 or 4 above, excluding underwriters discounts or
  commissions and excluding fees and expenses of counsel(s) for the selling
  Holders (unless the Holders shall use the same counsel as the Company), shall
  be borne by the Company if the Company registers primary shares. If the Company does not register primary
  shares, then all expenses shall be borne by the selling Holders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
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|7.  | INDEMNITIES. In the event of any registered offering of Registrable Shares pursuant
  to this Agreement:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
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|7.1 | The Company will
  indemnify and hold harmless, to the fullest extent permitted by law, any
  Holder and any underwriter for such Holder, and each person, if any, who
  controls the Holder or such underwriter, from and against any and all losses,
  damages, claims, liabilities, joint or several, costs and expenses (including
  any amounts paid in any settlement effected with the Companys consent) to
  which the Holder or any such underwriter or controlling person may become
  subject under applicable law or otherwise, insofar as such losses, damages,
  claims, liabilities (or actions or proceedings in respect thereof), costs or
  expenses arise out of or are based upon either: (i) any untrue statement or alleged untrue statement
  of any material fact contained in the registration statement or included in
  the prospectus, as amended or supplemented, or (ii) the omission or alleged omission to state
  therein a material fact required to be stated therein or necessary to make
  the statements therein, in the light of the circumstances in which they are
  made, not misleading; and the Company will reimburse the Holder, such
  underwriter and each such controlling person of the Holder or the
  underwriter, promptly upon demand, for any reasonable legal or any other
  expenses incurred by them in connection with investigating, preparing to
  defend or defending against or appearing as a third-party witness in
  connection with such loss, claim, damage, liability, action or proceeding; provided, however, that the Company will
not be liable in any such
  case to the extent that any such loss, damage, liability, cost or expense
  arises out of or is based upon an untrue statement or alleged untrue
  statement or omission or alleged omission so made in conformity with
  information furnished in writing by a Holder, such underwriter or such
  controlling persons in writing specifically for inclusion therein; and further provided, that the indemnity
  agreement contained in this Section 7.1 shall not apply to amounts paid
  in settlement of any such claim, loss, damage, liability or action if such
  settlement is effected without the consent of the Company, which consent
  shall not be unreasonably withheld.
  Such indemnity shall remain in full force and effect regardless of any
  investigation made by or on behalf of the Holder, the underwriter or any
  controlling person of the Holder or the underwriter, and regardless of any
  sale in connection with such offering by the Holder. Such indemnity shall survive the transfer
  of securities by a Holder.

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|7.2 | Each Holder participating
  in a registration hereunder will indemnify and hold harmless the Company, its
  officers and directors, any underwriter for the Company, and each person, if
  any, who controls the Company or such underwriter, from and against any and
  all losses, damages, claims, liabilities, costs or expenses (including any
  amounts paid in any settlement effected with the selling shareholders consent)
  to which the Company or any such controlling person and/or any such
  underwriter may become subject under applicable law or otherwise, insofar as
  such losses, damages, claims, liabilities (or actions or proceedings in
  respect thereof), costs or expenses arise out of or are based on either: (i) any untrue or alleged untrue
  statement of any material fact contained in the registration statement or
  included in the prospectus, as amended or supplemented, or (ii) the omission or the alleged
  omission to state therein a material fact required to be stated therein or
  necessary to make the statements therein, in the light of the circumstances
  in which they were made, not misleading; and each such Holder will reimburse
  the Company, any underwriter and each such controlling person of the Company
  or any underwriter, promptly upon demand, for any reasonable legal or other
  expenses incurred by them in connection with investigating, preparing to
  defend or defending against or appearing as a third-party witness in connection
  with such loss, claim, damage, liability, action or proceeding; in each case
  to the extent, but only to the extent, that such untrue statement or alleged
  untrue statement or omission or alleged omission was so made in strict
  conformity with written information furnished by such Holder specifically for
  inclusion therein. The foregoing
  indemnity agreement is subject to the condition that, insofar as it relates
  to any such untrue statement (or alleged untrue statement) or omission (or
  alleged omission) made in the preliminary prospectus but eliminated or
  remedied in the amended prospectus at the time the registration statement
  becomes effective or in the final prospectus, such indemnity agreement shall
  not inure to the benefit of (i) the
  Company, or (ii) any underwriter,
  if a copy of the final prospectus was not furnished to the person or entity
  asserting the loss, liability, claim or damage at or prior to the time such
  furnishing is required by the Securities Act; provided, however,
  that the indemnity agreement contained in this Section 7.2 shall not
  apply to amounts paid in settlement of any such claim, loss, damage,
  liability or action if such settlement is effected without the consent of the
  Holders, as the case may be, which consent shall not be unreasonably
  withheld. In no event shall the
  liability of a Holder exceed the gross proceeds from the offering received by
  such Holder.
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|7.3 | Promptly after receipt by
  an indemnified party pursuant to the provisions of Section 7.1 or 7.2
  above of notice of the commencement of any action involving the subject
  matter of the foregoing indemnity provisions, such indemnified party will, if
  a claim thereof is to be made against the indemnifying party pursuant to the
  provisions of said Section 7.1 or 7.2, promptly notify the indemnifying
  party of the commencement thereof.
  The failure to deliver written notice to the indemnifying party within
  a reasonable time of the commencement of any such action, if prejudicial to
  its ability to defend such action, shall relieve such indemnifying party of
  any liability to the indemnified party under this Section 7. In case such action is brought against any
  indemnified party and it notifies the indemnifying party of the commencement
  thereof, the indemnifying party shall have the right to participate in, and,
  to the extent that it may wish, jointly with any other indemnifying party
  similarly notified, to assume the defense thereof with counsel reasonably
  satisfactory to such indemnified party; provided,
  however, that if the defendants
  in any action include both the indemnified party and the indemnifying party
  and there is a conflict of interests which would prevent counsel for the
  indemnifying party from also representing the indemnified party, the
  indemnified party or parties shall have the right to select one separate
  counsel to participate in the defense of such action on behalf of such
  indemnified party or parties. After
  notice from the indemnifying party to such indemnified party of its election
  so to assume the defense thereof, the indemnifying party will not be liable
  to such indemnified party pursuant to the provisions of said Section 7.1
  or 7.2 for any legal or other expense subsequently incurred by such
  indemnified party in connection with the defense thereof, unless: (i) the indemnified party shall
  have employed counsel in accordance with the provision of the preceding
  sentence; (ii) the
  indemnifying party shall not have employed counsel reasonably satisfactory to
  the indemnified party to represent the indemnified party within a reasonable
  time after the notice of the commencement of the action and within 15 days
  after written notice of the indemnified partys intention to employ separate
  counsel pursuant to the previous sentence; or (iii) the indemnifying party has authorized the
  employment of counsel for the indemnified party at the expense of the
  indemnifying party. No indemnifying
  party will consent to entry of any judgment or enter into any settlement
  which does not include as an unconditional term thereof the giving by the claimant
  or plaintiff to such indemnified party of a release from all liability in
  respect to such claim or litigation.                                           

5

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|7.4 | If recovery is not
  available under the foregoing indemnification provisions, for any reason
  other than as specified therein, the parties entitled to indemnification by
  the terms thereof shall be entitled to contribution to liabilities and
  expenses as more fully set forth in an underwriting agreement to be executed
  in connection with such registration.
  In determining the amount of contribution to which the respective
  parties are entitled, there shall be considered the parties relative
  knowledge and access to information concerning the matter with respect to
  which the claim was asserted, the opportunity to correct and prevent any
  statement or omission, and any other equitable considerations appropriate
  under the circumstances.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|7.5 | Notwithstanding the
  foregoing, to the extent that the provisions on indemnification and
  contribution contained in the underwriting agreement entered into in
  connection with the underwritten public offering are in conflict with the
  foregoing provisions, the provisions in the underwriting agreement shall
  control.                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|8.  | OBLIGATIONS
  OF THECOMPANY. Whenever required under this Agreement to
  effect the registration of any Registrable Shares, the Company shall, as
  promptly as reasonably possible:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|8.1 | prepare and file with the
  SEC a registration statement with respect to such Registrable Shares and use
  its reasonable commercial efforts to cause such registration statement to
  become effective, and, except as otherwise provided in Section 4 with regard
  to Shelf Registrations, upon the request of the holders of a majority of the
  Registrable Shares registered thereunder, keep such registration statement effective
  for a period of up to six (6) months or, if sooner, until the distribution
  contemplated in the registration statement has been completed;                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|8.2 | prepare and file with the
  SEC such amendments and supplements to such registration statement and the
  prospectus used in connection with such registration statement as may be
  necessary to comply with the provisions of the Securities Act with respect to
  the disposition of all Registrable Shares covered by such registration
  statement.                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|8.3 | furnish to the Holders,
  where such registration has been initiated pursuant to Section 2 or 3 above,
  such numbers of copies of a prospectus, including a preliminary prospectus,
  in conformity with the requirements of the Securities Act, and such other
  documents as they may reasonably request in order to facilitate the
  disposition of Registrable Shares owned by them;                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|8.4 | in the event of any
  underwritten public offering, enter into and perform its obligations under an
  underwriting agreement with the managing underwriter(s) of such offering, in
  usual and customary form as approved by the Companys Audit Committee and
  Board of Directors, and actively participate in the marketing efforts in
  cooperation with the managing underwriter(s). Each Holder participating in such underwriting shall also enter
  into and perform its obligations under such an agreement;                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|8.5 | notify each holder of
  Registrable Shares covered by such registration statement at any time when a
  prospectus relating thereto is required to be delivered under the Act of the
  happening of any event as a result of which the prospectus included in such
  registration statement, as then in effect, includes an untrue statement of a
  material fact or omits to state a material fact required to be stated therein
  or necessary to make the statements therein not misleading in the light of
  the circumstances then existing, upon which notice and until the prospectus
  is amended or supplemented, the Holder shall not be entitled to offer or sell
  any shares pursuant to such prospectus;                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|8.6 | cause all Registrable
  Shares registered pursuant hereunder to be listed on each securities exchange
  on which similar securities issued by the Company are then listed; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|8.7 | provide a transfer agent
  and registrar for all Registrable Shares registered pursuant hereunder and a
  CUSIP number for all such Registrable Shares, in each case not later than the
  effective date of such registration.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

6

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|9.   | INFORMATION FROM HOLDER. It shall be a condition
  precedent to the obligations of the Company to take any action pursuant to
  this Agreement with respect to the Registrable Shares of any selling Holder
  that such Holder shall furnish to the Company such information regarding
  itself, the Registrable Shares held by it, and the intended method of
  disposition of such securities as shall be required to effect the
  registration of such Holders Registrable Shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10.  | DELAY OF
  REGISTRATION. No Holder shall have any right to obtain
  or seek an injunction restraining or otherwise delaying any such registration
  as the result of any controversy that might arise with respect to the
  interpretation or implementation of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|11.  | ASSIGNMENT
  OF REGISTRATION RIGHTS. Seller may assign its rights
  to cause the Company to register Shares pursuant to this Agreement only to (a) a
  transferee that, after such assignment or transfer, is to hold at least
  500,000 (five hundred thousand) Registrable Shares (subject to appropriate
  adjustment for stock splits, stock dividends, combinations and other
  recapitalizations); (b) with
  respect solely to the assignment of rights and obligations in connection with
  Shelf Registrations pursuant to Section 4 above or associated therewith,
  to an assignee who, immediately following such assignment, also holds either
  at least 20,000 (twenty thousand) Registrable Shares, or other securities
  convertible into at least 20,000 such Registrable Shares; or (c) any party
  who acquires ownership or control of Priortech through a merger,
  consolidation, sale of all or substantial assets or similar business
  combination; all provided, however,
  that: (i) no
  such rights may be assigned until the Company is given written notice by the
  transferor at the time of such assignment stating the name and address of
  such transferee, and the securities with respect to which such registration
  rights are being assigned, and that any such transferee shall receive such
  assigned rights subject to all the terms and conditions of this Agreement
  (excepting, with respect only to assignments pursuant to clause (b) above, those
  terms and conditions contained in Sections 2 and 3 above and Section 12
  below), including without limitation the provisions of this Section 11; (ii) transferee
  shall, as promptly as practicable and within at least 14 (fourteen) days
  after such transfer, furnish the Company with the transferees written
  agreement to be bound by this Agreement; and (iii) no such assignment or
  assignments shall increase the obligations of the Company hereunder. At the request of Priortech, the Company
  shall enter into a separate registration rights agreement with a permitted
  transferee of Registrable Shares on substantially the terms of this
  Agreement, mutatis mutandis,
  provided that such separate agreement does not increase the obligations of
  the Company (in the discretion of the Companys Audit Committee) and is
  approved by the Companys Audit Committee and Board of Directors.
|    
|12.  | LOCK-UP.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|12.1 | In the event of an
  underwritten public offering by the Company of any securities of the Company,
  and upon the request of the managing underwriter of such offering from
  security holders of the Company who hold securities of the Company in the
  amount that is equal or exceeds the threshold set by such managing
  underwriter, and who include a Holder (or group of affiliated Holders), such
  Holder hereby agrees that it will not sell any of the Registrable Shares for
  a period commencing on the date requested by such managing underwriter and
  ending 90 days after the effective date of the offering and undertakes to
  (and cause any transferee to) execute a lock-up agreement in the form
  provided by such underwriter.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|12.2 | In order to enforce the
  foregoing covenant, the Company may impose stop-transfer instructions with
  respect to the Registrable Shares of each Holder (and the shares or securities
  of every other person subject to the foregoing restriction) until the end of
  the applicable period. For the
  avoidance of doubt, the underwriters, if any, in connection with a
  registration hereunder, are intended third party beneficiaries of this Section 12
  and shall have the right, power and authority to enforce the provisions
  hereof as though they were a party hereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|13.  | PUBLIC INFORMATION.
  The Company undertakes to make publicly available and available to the
  Holders pursuant to Rule 144, such information as is necessary to enable the
  Holders to make sales of Registrable Shares pursuant to that Rule. The Company undertakes to comply with the
  current public information requirements of Rule 144 and shall furnish
  thereafter to any Holder, upon request, a written statement executed by the
  Company as to the steps it has taken to so comply.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|14.  | EFFECTIVENESS
  AND TERMINATION OF REGISTRATION RIGHTS.
  Notwithstanding anything to the contrary in this Agreement, no Holder
  shall be entitled to exercise any right provided for in this Agreement (i) before the
  Effective Date and (ii) after
  ten (10) years following the date hereof, or, as to any Holder, such earlier
  time at which all Registrable Shares held by such Holder (and any affiliate
  of the Holder with whom such Holder must aggregate its sales under Rule 144)
  can be sold in any three (3)-month period without registration in compliance
  with Rule 144 of the Act.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|15.  | MISCELLANEOUS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|15.1 | EFFECTIVENESS.
  This Agreement is subject to the approval the Companys shareholders
  and shall be effective only upon receipt of such approval in accordance with
  Israeli law.                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|15.2 | FURTHER
  ASSURANCES. Each of the parties hereto shall perform
  such further acts and execute such further documents as may reasonably be
  necessary to carry out and give full effect to the provisions of this
  Agreement and the intentions of the parties as reflected thereby.                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|15.3 | GOVERNING
  LAW; JURISDICTION. This Agreement shall be
  governed by and construed according to the laws of the State of Israel,
  without regard to the conflict of laws provisions thereof. Any dispute arising under or in relation
  to this Agreement shall be resolved in the competent court for Tel Aviv-Jaffa
  district, and each of the parties hereby submits irrevocably to the
  jurisdiction of such court.                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|15.4 | SUCCESSORS
  AND ASSIGNS; ASSIGNMENT. Except as otherwise
  expressly limited herein, the provisions hereof shall inure to the benefit
  of, and be binding upon, the successors, assigns, heirs, executors, and
  administrators of the parties hereto.
  None of the rights, privileges, or obligations set forth in, arising
  under, or created by this Agreement may be assigned or transferred without
  the prior consent in writing of each party to this Agreement, except as set
  forth in Section 11 above.                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|15.5 | ENTIRE
  AGREEMENT; AMENDMENT AND WAIVER.  This Agreement and the
  Schedules hereto constitute the full and entire understanding and agreement
  between the parties with regard to the subject matters hereof and thereof and
  supersedes in full the Registration Rights Agreement. Any term of this Agreement may be amended
  and the observance of any term hereof may be waived (either prospectively or
  retroactively and either generally or in a particular instance) only with the
  written consent of all of the parties to this Agreement.                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|15.6 | NOTICES,
  ETC. Any notice or other communication required or permitted to be
  delivered to any party under this Agreement shall be in writing and shall be
  deemed properly delivered, given and received when delivered (by hand, by
  registered mail, by courier or express delivery service or by facsimile) to
  the address or facsimile telephone number set forth beneath the name of such
  party below (or to such other address or facsimile telephone number as such
  party shall have specified in a written notice given to the other parties
  hereto):                                    

|                   |                                
|------------------ | -------------------------------
|if to Priortech:   | PRIORTECHLTD.                  
|                   | P.O. Box 631                   
|                   | Migdal HaEmek 23105           
|                   | Israel                         
|                   | Fax:  972-4-654-4322           
|                   | Attention:  [Yotam Stern]      
|                   |                                
|if to the Company: | CAMTEK LTD.                    
|                   | Ramat
  Gavriel Industrial Zone
|                   | P.O. Box 544                   
|                   | Migdal HaEmek 23150           
|                   | Israel                         
|                   | Fax: 972-4-644-0523            
|                   | Attention:  Rafi Amit          

8

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | or such other address
  with respect to a party as such party shall notify each other party in
  writing as above provided. Any notice sent in accordance with this
  Section 15.6 shall be effective (i) if
  mailed, five (5) business days after mailing, (ii) if sent by messenger, upon delivery, and (iii) if sent
via telecopier, upon
  transmission and electronic confirmation of receipt or (if transmitted and
  received on a non-business day) on the first business day following
  transmission and electronic confirmation of receipt.                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|15.7 | DELAYS
  OR OMISSIONS. No delay or omission to exercise any
  right, power, or remedy accruing to any party upon any breach or default
  under this Agreement, shall be deemed a waiver of any other breach or default
  theretofore or thereafter occurring. Any waiver, permit, consent, or approval of any kind or character on
  the part of any party of any breach or default under this Agreement, or any
  waiver on the part of any party of any provisions or conditions of this
  Agreement, must be in writing and shall be effective only to the extent
  specifically set forth in such writing.                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|15.8 | SEVERABILITY. 
  If any provision of this Agreement is held by a court of competent
  jurisdiction to be unenforceable under applicable law, then such provision
  shall be excluded from this Agreement and the remainder of this Agreement
  shall be interpreted as if such provision were so excluded and shall be
  enforceable in accordance with its terms; provided, however, that in such
  event this Agreement shall be interpreted so as to give effect, to the
  greatest extent consistent with and permitted by applicable law, to the
  meaning and intention of the excluded provision as determined by such court
  of competent jurisdiction.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|15.9 | COUNTERPARTS.  This Agreement may be
  executed in any number of counterparts, each of which shall be deemed an
  original and enforceable against the parties actually executing such
  counterpart, and all of which together shall constitute one and the same
  instrument.                                                                                                                                                                                                                                                                                                                                                                                 

[Remainder of page intentionally left blank.]

9

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IN WITNESS WHEREOF, the parties have signed this Agreement as of the date first hereinabove
set forth.

| |                | 
| | -------------- | 
| | CAMTEK LTD.   
| |               
| | By:            | 
| |                | 
| | Name:          | 
| | Title:         | 
| |                | 
| | PRIORTECH LTD.
| |                | 
| | By:            | 
| |                | 
| | Name:          | 
| | Title:         | 

10

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