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Exhibit 4.19

# SHARE PURCHASE
AGREEMENT

THIS
SHARE PURCHASE AGREEMENT (the Agreement) is made as of February 28,
2007 (the Effective Date), by and between Nova Measuring Instruments
Ltd., an Israeli company (Nova or the Company) and
the investors identified on the signature pages hereto (each, an
Investor and collectively, the Investors).

WHEREAS,
the Investors desire to invest in the share capital of the Company, by purchasing ordinary
shares of the Company, NIS 0.01 par value per share (Ordinary Shares)
and warrants to purchase Ordinary Shares in the form of Exhibit A (the
Warrants), upon the terms and subject to the conditions set forth in
this Agreement;

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

|1. | Purchase
and Sale of Shares and Warrants
|-- | ----------------------------------------

Upon
the terms and subject to the conditions set forth in this Agreement, each of the
Investors, severally and not jointly, agrees to purchase, and the Company agrees to sell
and issue to such Investor, at the Closing (as defined in Section 2.1) Ordinary Shares and
Warrants representing the Investment Amount indicated on such Investors signature
page (the Investment Amount).

|2. | Closing
of Issue and Purchase
|-- | -----------------------------

2.1    
The Closing. The parties shall hold the closing (the Closing) at
offices of Gross, Kleinhendler, Hodak, Halevy, Greenberg & Co., One Azrieli Center,
Tel Aviv, Israel, on the first business day following the day on which all of the
conditions set forth in Sections 6.1 and 6.2 hereof are satisfied, or such other date as
the parties may agree (the Closing Date).

2.2    
Companys Deliveries. At the Closing, the Company shall deliver or cause to be
delivered to each Investor the following: (i) a transfer agent confirmation evidencing the
issuance of a number of Ordinary Shares equal to such Investors Investment Amount
divided by $2.58, registered in the name of such Investor; (ii) a Warrant, registered in
the name of such Investor, pursuant to which such Investor shall have the right to acquire
the number of Ordinary Shares equal to 75% of the number of Ordinary Shares issuable to
such Investor pursuant to clause (i); and (iii) an opinion of Companys counsel
addressed to the Investors.

2.3    
Payment of Investment Amount. At the Closing, each of the Investors shall deliver,
or cause to be delivered to the Company, its Investment Amount, in United States dollars
and in immediately available funds, by wire transfer to the following account: The Bank of
New York (ABA # 021-000-018); Beneficiary: Pershing LLC (Credit Suisse), Acc. No.:
890-051238-5, for the further credit of Nova Measuring Instruments Ltd. (Customer Acc.
No.: 22C-001223).



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|3. | Representations
and Warranties of the Company
|-- | ---------------------------------------------

The
Company hereby represents and warrants to the Investor, and acknowledges that the Investor
is entering into this Agreement in reliance thereon, as follows:

3.1    
Organization. The Company is a corporation duly organized and validly existing
under the laws of the State of Israel. The Company is duly qualified to conduct its
business in each jurisdiction where the character of its properties owned, operated or
leased or the nature of its activities makes such qualification necessary, except for such
failures which would not reasonably be likely to have a Material Adverse Effect (as
defined below). The Company has the requisite corporate power and authority and the
necessary governmental authority, franchise, license or permit to own, operate, lease and
otherwise to hold and operate its assets and properties and to carry on its businesses as
now being conducted, except for such failures which would not reasonably be likely to have
a Material Adverse Effect. As used herein, the term Material Adverse
Effect means any material adverse effect on the business, assets, financial
condition, liabilities or operations of, the Company and its subsidiaries taken as a
whole.

3.2    
Organizational Documents. Set forth in Schedule 3.2 is a complete and
correct copy of the Articles of Association of Nova, as amended to date. Such Articles of
Association are in full force and effect.

3.3    
Capitalization.

| | (a)
          The registered share capital of the Company immediately prior to the Closing
          shall be NIS 400,000 divided into 40,000,000 Ordinary Shares, of which
          17,120,923 Ordinary Shares are issued and outstanding.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)
          Except as specified in Nova SEC Reports (as defined below) and for the
          transactions contemplated by this Agreement, there are no other shares,
          convertible or other securities, outstanding warrants, options, or other rights
          to subscribe for, purchase, or acquire from the Company any securities of the
          Company, and there are no binding contracts or commitments providing for the
          issuance of, or the granting of rights to acquire from the Company, any
          securities of the Company or under which the Company is obligated to issue any
          of its securities.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)
          All of the Ordinary Shares issuable in accordance with this Agreement will be,
          when paid for and issued at the Closing as provided in this Agreement, duly
          authorized, validly issued, fully paid and nonassessable, shall not be subject
          to call, forfeiture or preemptive rights, and shall be delivered free and clear
          of all Encumbrances. The term Encumbrance means and includes
          any interest or equity of any person (including any right to acquire, option,
or           right of preemption) or any mortgage, charge, pledge, lien, or assignment,
or           any other encumbrance or security interest over or in the relevant property.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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3.4    
Authority. The Company has the necessary corporate power and authority to enter
into this Agreement and to perform its obligations hereunder and to consummate the
transactions contemplated hereby. The execution and delivery of this Agreement by the
Company and the consummation by the Company of the transactions contemplated hereby at the
Closing Date have been duly and validly authorized by all necessary corporate action. This
Agreement has been duly executed and delivered by the Company and, assuming the due
authorization, execution and delivery by the Investors, constitutes a legal, valid and
binding obligation of the Company, enforceable against the Company in accordance with its
terms, except as such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium and other similar laws of general applicability relating to or
affecting creditors rights generally and by the application of general principles of
equity.

3.5    
No Conflict; Required Filings and Consents.

| | (a)
          The execution and delivery of this Agreement by the Company do not, and the
          performance by the Company of its obligations under this Agreement will not,
          with or without the giving of notice or the lapse of time or both,           (i) conflict
with or violate the organizational documents of the Company,           (ii) conflict
with or violate any law, statute, ordinance, rule,           regulation, order, judgment
or decree applicable to the Company or by which any           of its material properties
or assets is bound or affected, or (iii) result           in any breach of or
constitute a default under, or give to others any rights of           termination,
amendment, acceleration or cancellation of any agreement to which           the Company
is a party, or result in the creation of any Encumbrance on the           material
properties or assets of the Company pursuant to, any note, bond,           mortgage,
indenture, contract, agreement, lease, license, permit, franchise or           other
instrument or obligation to which the Company is a party or by which the
          Company is bound, except for such breaches, defaults or third party rights
which           would not have a Material Adverse Effect.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)
          The execution and delivery of this Agreement by the Company do not, and the
          performance of this Agreement will not, require any consent, approval,
          authorization or permit of or filing with or notification to, any Governmental
          Entity (as defined below), by or with respect to the Company, except
          (i) for applicable requirements, if any, of the consents, approvals,
          authorizations, permits or notifications described in Schedule 3.5,
          and (ii) where failure to obtain the required consents, approvals,
          authorizations or permits, or to make such filings or notifications, (A) would
          not prevent or delay consummation of any of the transactions contemplated by
          this Agreement in any material respect, or otherwise prevent the Company from
          performing its obligations under this Agreement in any material respect, and
(B)           would not reasonably be likely to have a Material Adverse Effect. As used
herein           the term Governmental Entity means any Israeli or
U.S. entity           exercising executive, legislative, judicial, regulatory or
administrative           function of or pertaining to government.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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3.6    
SEC Filings; Financial Statements.

| | (a)
          The Company has filed all forms, reports and other documents required to be
          filed with the Securities and Exchange Commission (SEC)
under           United States Securities Exchange Act of 1934, as amended (the Exchange
          Act), for the two years preceding the date hereof and has heretofore
          made available to the Investors, in the form filed with the SEC during such
          period, together with any amendments thereto, (i) the Annual Report on
Form           20-F for the year ended December 31, 2005 and (ii) all proxy
statements           relating to meetings of shareholders (whether annual or special)
(items (i) and           (ii) collectively, the Nova SEC Reports). In
addition, it has           published as a press release the financial statements for the
year ended           December 31, 2006 (the 2006 Financials). As of
their           respective filing or publication dates, the Nova SEC Reports complied as
to form           in all material respects with the requirements of the Exchange Act and
the           United States Securities Act of 1933, as amended (the Securities
          Act) applicable to the Company. The Nova SEC Reports and the 2006
          Financials did not at the time they were filed or published, respectively,
          contain any untrue statement of a material fact or omit to state a material
fact           required to be stated therein or necessary to make the statements therein,
in           the light of the circumstances under which they were made, not misleading.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)
          The audited consolidated financial statements of the Company included in the
          Nova SEC Reports comply as to form in all material respects with applicable
          accounting requirements and with the published rules and regulations of the SEC
          with respect thereto as in effect at the time of filing. The financial
          statements, including all related notes and schedules, contained in the Nova
SEC           Reports and in the 2006 Financials present fairly in all material respects
the           consolidated financial position of the Company at the respective dates
thereof           and the consolidated results of operations and cash flows of the
Company for the           periods indicated, in accordance with United States generally
accepted           accounting principles (GAAP).
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

3.7    
Operations in the Ordinary Course. Between December 31, 2006 and the date of this
Agreement, the Company has operated its business in the usual and ordinary course
consistent with past practices and there has been no event which has resulted in or
is likely to result in a Material Adverse Effect.

3.8    
Brokers. No person or firm has, or will have, as a result of any act or omission by
the Company or anyone acting on behalf of the Company, any right, interest or valid claim
against the Company or each of the Investors for any commission, fee or other compensation
as a finder or broker or in any similar capacity with respect to the transactions
contemplated under this Agreement.

4

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|4. | Representations
and Warranties of the Investor
|-- | ----------------------------------------------

Each
of the Investors hereby, for itself and for no other Investors, represents and warrants to
the Company, and acknowledges that the Company is entering into this Agreement in reliance
thereon, as follows:

4.1    
Organization. Such Investor is an entity duly organized, and validly existing and
in good standing under the laws of the jurisdiction of its organization, and has all
requisite power and authority to carry out the transactions contemplated hereby. The
execution and delivery of this Agreement by such Investor and the consummation by the
Investor of the transactions contemplated hereby at the Closing Date have been duly and
validly authorized by all necessary corporate action.

4.2    
Authority. Such Investor has the necessary corporate power and authority to enter
into this Agreement and to perform its obligations hereunder and to consummate the
transactions contemplated hereby. This Agreement has been duly executed and delivered by
such Investor and, assuming the due authorization, execution and delivery by the Company,
constitutes a legal, valid and binding obligation of such Investor, enforceable against
such Investor in accordance with its terms, except as such enforceability may be limited
by bankruptcy, insolvency, reorganization, moratorium and other similar laws of general
applicability relating to or affecting creditors rights generally and by the
application of general principles of equity.

4.3    
No Conflict. The execution and delivery of this Agreement by such Investor, and the
performance by such Investor of its obligations under this Agreement will not, with or
without the giving of notice or lapse of time or both, (i) conflict with or violate the
organizational documents of such Investor, (ii) result in any breach of or constitute a
default under, or give to others any rights of termination, amendment, acceleration or
cancellation of any material agreement, permit or other instrument or obligation to which
the Investor is a party or is bound, or (iii) violate any law or regulation, or any order,
injunction, or judgment of any court or any governmental bureau or agency, domestic or
foreign applicable to such Investor. No consent or approval by any governmental authority
or any third party is required in connection with the execution by such Investor of this
Agreement or the consummation by such Investor of the transactions contemplated hereby.

4.4    
Regulation D. Such Investor acknowledges its understanding that the offering and
sale of the Ordinary Shares is intended to be exempt from registration under the
Securities Act, including by virtue of Section 4(2) of the Securities Act and the
provisions of Regulation D thereunder. Such Investor represents and warrants that it is an
Accredited Investor, as that term is defined under Regulation D, and that such
entity is a sophisticated investor that has knowledge and experience in business and
financial matters so as to be capable of evaluating the merits and risks relevant to the
Company and to the transaction contemplated by this Agreement. Such Investor is able to
bear the economic risk of an investment in Ordinary Shares. Such Investor is acquiring
Ordinary Shares for its own account for investment purposes only and not with a view to or
for distributing or reselling the Ordinary Shares. Such Investor is not purchasing the
Ordinary Shares pursuant to this Agreement as a result of, and such Investor is not aware
of, any advertisement, article, notice or other communication published in any newspaper,
magazine or similar media or presented at any seminar relating to the sale of the Ordinary
Shares pursuant to this Agreement.

5

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4.5    
Shares Not Registered. Such Investor understands, acknowledges and agrees that the
Ordinary Shares issuable to such Investor pursuant to this Agreement have not been
registered under the securities laws of any jurisdiction, and may not be transferred
without such registration or an exemption therefrom. Until registered under the Securities
Act or otherwise permitted under the Securities Act, all certificates evidencing any of
such Ordinary Shares shall bear a legend, prominently stamped or printed thereon, reading
substantially as follows:

| | The
securities represented by this certificate have not been registered under the Securities
Act of 1933, as amended (the Securities Act) or applicable State
securities laws. These securities have been acquired for investment and not with a view to
distribution or resale, and may not be sold or otherwise transferred without an effective
registration statement for such securities under the Securities Act and applicable State
securities laws, or the availability of an exemption from, or in a transaction not subject
to, the registration provisions of the Securities Act and applicable State securities
laws.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

4.6    
Access to Information. Without derogating from the representations and warranties
set forth in Section 3 above, the right of the Investor to rely thereon and without
derogating from the liability of the Company with respect to the representations and
warranties made by the Company, such Investor has been afforded (i) the opportunity to ask
such questions as it has deemed necessary of, and to receive answers from, representatives
of the Company concerning the terms and conditions of the offering of the Ordinary Shares,
and the merits and risks of investing in the Ordinary Shares and (ii) access to
information about the Company, filed with the SEC and transmitted via EDGAR. In addition,
the Company provided to such Investor the Companys business plan for years
2007-2009. Such Investor represents that information requested by such Investor was
provided to it by the Company.

4.7    
No Finders Fee. No person or firm has, or will have, as a result of any act or
omission by such Investor or anyone acting on its behalf, any right, interest or valid
claim against the Company for any commission, fee or other compensation as a finder or
broker or in any similar capacity, with respect to any of the transactions contemplated
under this Agreement.

|5. | Confidentiality
|-- | ---------------

5.1    
Each of the Investors agrees that any Confidential Information (defined below) obtained
pursuant to this Agreement, or provided to such Investor prior to the Closing, will not be
disclosed or used by such Investor without the prior written consent of the Company,
unless such disclosure is required by law, in which case such Investor will provide the
Company reasonable advance notice in writing prior to such disclosure.

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5.2    
For the purposes of this Section 5, Confidential Information shall mean all information,
including, but not limited to, financial information, business plans, budgets, customer
lists, computer software, source codes, plans, drawings, technical specifications,
patents, copyrights, and other intellectual property rights, in any form (paper, disk, or
other), relating to the Company or its business. However, Confidential Information shall
not include information which, as demonstrated by documentary evidence: (a) was in the
possession of such Investor prior to its disclosure; (b) is or becomes available to the
public through no fault of such Investor; (c) was disclosed to the public by operation of
law; or (d) is rightfully received by such Investor from a third party without a duty of
confidentiality.

5.3    
Each of the Investors acknowledges and agrees that in the event of any breach of this
Section 5, the Company would be irreparably and immediately harmed and monetary damages
would be inadequate compensation. It is, therefore, agreed that the Company, in addition
to any other remedy to which it may be entitled by law or in equity, shall be entitled to
an injunction or injunctions to prevent breaches of this Section 5 and to compel specific
performance of this Section 5.

|6. | Conditions
to Closing
|-- | ---------------------

6.1    
Conditions Precedent to the Obligation of the Investors to Close. The obligation
hereunder of each of the Investors to purchase Ordinary Shares at the Closing and deliver
its Investment Amount is subject to the satisfaction or waiver by such Investor, at or
before the Closing, of each of the following Conditions:

| | (a)
          each of the representations and warranties of the Company contained in this
          Agreement shall be true and correct in all material respects as of the date
when           made and as of the Closing, as though made at that time,provided,that the condition set forth in this           clause (a) shall be deemed
satisfied if the actual number of Ordinary           Shares outstanding at the Closing is
greater than the number represented in           Section 3.3 by no more than 5%;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)
          if applicable, the Nasdaq Stock Market shall have waived application of the 15
          day prior notice contained in the NASD Marketplace Rule 4310(c)(17)(D) or such
          timeframe shall have expired without objections; and
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)
          The Tel Aviv Stock Exchange has approved the listing of the Ordinary Shares
          issuable pursuant to this Agreement and the Ordinary Shares underlying the
          Warrants.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

6.2.    
Conditions Precedent to the Obligation of the Company to Close. The
          obligation hereunder of the Company to issue and sell Ordinary Shares at the
          Closing is subject to the satisfaction or waiver by the Company, at or before
          the Closing, of each of the following Conditions:

| | (a)
          each of the representations and warranties of each Investor contained in this
          Agreement shall be true and correct in all material respects as of the date
when           made and as of the Closing, as though made at that time;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

7

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| | (b)
          if applicable, the Nasdaq Stock Market shall have waived application of the 15
          day prior notice contained in the NASD Marketplace Rule 4310(c)(17)(D) or such
          timeframe shall have expired without objections; and
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)
          The Tel Aviv Stock Exchange has approved the listing of the Ordinary Shares
          issuable pursuant to this Agreement and the Ordinary Shares underlying the
          Warrants.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|7. | Registration
Rights
|-- | -------------------

7.1    
F-3 Registration Rights. On or prior to the 60th day following the Closing Date,
the Company shall prepare and file with the U.S. Securities and Exchange Commission a
shelf registration statement covering all of the Ordinary Shares issued
pursuant to Section 2.2(i) and all of the Ordinary Shares underlying the Warrants issued
pursuant to Section 2.2(ii) (the Registrable Shares) for an offering to
be made on a continuous basis pursuant to Rule 415 under the Securities Act. The
Registration Statement shall be on Form F-3 promulgated under the Securities Act or, if
the Company is not then permitted to register the resale on Form F-3, on such other
appropriate form (the Registration Statement). The Company shall use
commercially reasonable efforts to cause the Registration Statement to be declared
effective under the Securities Act on or prior to the 120th day following the Closing Date
(or the 180th day following the Closing Date, if the SEC reviews and has written comments
to the filed Registration Statement) (the Effectiveness Deadline). The
Company shall use commercially reasonable efforts to keep the Registration Statement
effective under the Securities Act until two years after the Closing Date or such earlier
date when all the Registrable Shares covered by the Registration Statement have been sold
or all of the remaining Registrable Shares may be sold within a three-month period under
Rule 144 promulgated under the Securities Act. In the event the Registration Statement is
not declared effective under the Securities Act on or prior to the Effectiveness Deadline,
then, on each monthly anniversary of the Effectiveness Deadline until the Registration
Statement is declared effective under the Securities Act, the Company shall pay to each
Investor an amount in cash, equal to 1% of the Investment Amount paid by such Investor at
the Closing. The parties agree that in no event the maximum aggregate liquidated damages
payable to an Investor under this agreement shall be greater than five percent (5%) of the
Investment Amount paid by such Investor pursuant to this Agreement.

The
Investors acknowledge that the filing of the Registration Statement would trigger
piggy-back registration rights, granted in connection with a recent acquisition, pursuant
to which the Company is obligated to cause the Registration Statement to cover in addition
the sale of additional 1,600,000 Ordinary Shares.

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7.2    
Blackout Period. If at any time or from time to time after the date of
effectiveness of the Registration Statement, the Company notifies in writing the Investors
of the existence of a Potential Material Event (Blackout Notice), the
registration of the Registrable Shares on the Registration Statement shall be suspended
from the time of the giving of notice with respect to a Potential Material Event until the
Investors receives written notice from the Company that such Potential Material Event
either has been disclosed to the public or no longer constitutes a Potential Material
Event; provided, however, that the Company may not so suspend such registration for more
than ninety (90) days in the aggregate during any 12-month period (Blackout
Period) during the periods the Registration Statement is required to be in
effect. For purposes of this Section, Potential Material Event means
any of the following: (a) the possession by the Company of material information not ripe
for disclosure in a Registration Statement, which shall be evidenced by a good faith
determination by the Board of Directors of the Company that disclosure of such information
in the Registration Statement would be detrimental to the business and affairs of the
Company, or (b) any material engagement or activity by the Company which would, in the
good faith determination of the Board of Directors of the Company, be adversely affected
by disclosure in a Registration Statement at such time, which determination shall be
accompanied by a good faith determination by the Board of Directors of the Company that
the Registration Statement would be materially misleading absent the inclusion of such
information.

7.3    
Registration Expenses. All registration, filing fees, printers and accounting
fees and fees and disbursements of counsel for the Company, but excluding underwriting
discounts and commissions, stock transfer taxes and fees, incurred in connection with the
registration pursuant to this Section 7 shall be borne by the Company. Underwriting
discounts and commissions, and stock transfer taxes and fees shall be paid in their
entirety by the Investors.

7.4    
Indemnification.

| | (a)
          The Company shall indemnify and hold harmless each Investor that is a selling
          holder of Registrable Shares and its directors, officers and employees and each
          other person, if any, who controls (within the meaning of the Securities Act)
          such Investor (individually and collectively, the Indemnified
          Person) against any losses, claims, damages or liabilities
          (collectively, the Liability) to which such Indemnified
          Person may become subject under the Securities Act, insofar as such Liability
          (or action in respect thereof) arises out of or is based upon (i) any untrue
          statement of a material fact contained, on the effective date thereof, in any
          registration statement under which such securities were registered under the
          Securities Act, any prospectus contained therein, or any amendment or
supplement           thereto, or (ii) any omission to state therein a material fact
required to be           stated therein or necessary to make the statements therein not
misleading; provided, however, that the Company shall not be liable to any
          Indemnified Person in any such case to the extent that any such Liability
arises           out of or is based upon any untrue statement or omission made in such
          registration statement, prospectus, or amendment or supplement thereto in
          reliance upon and in conformity with information furnished in writing to the
          Company by such person specifically for use therein; and provided further,
that the Company shall not be required to indemnify any person           against any
Liability arising from any untrue or misleading statement or           omission contained
in any preliminary prospectus if such deficiency is corrected           in the final
prospectus or for any liability which arises out of the failure of           any person
to deliver a prospectus as required by the Securities Act.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | (b)
          Each Investor holding of any securities included in such registration being
          effected shall indemnify and hold harmless each other selling holder of any
          securities, the Company, its directors, officers and employees, and each other
          person, if any, who controls (within the meaning of the Securities Act) the
          Company (individually and collectively also the Indemnified
          Person), against any Liability to which any such Indemnified Person
          may become subject under the Securities Act, insofar as such Liability (or
          actions in respect thereof) arises out of or is based upon (i) any untrue
          statement of a material fact contained, on the effective date thereof, in any
          registration statement under which securities were registered under the
          Securities Act at the request of such selling Investor, any prospectus
contained           therein, or any amendment or supplement thereto, or (ii) any omission
by such           selling Investor to state therein a material fact required to be stated
therein           or necessary to make the statements therein not misleading, in the case
of (i)           and (ii) to the extent, but only to the extent, that such untrue
statement or           omission was made in such registration statement, prospectus,
amendment or           supplement thereto in reliance upon and in conformity with
information furnished           in writing to the Company by such selling Investor
specifically for use therein.           Such selling Investor shall reimburse any
Indemnified Person for any legal fees           incurred in investigating or defending
any such liability; provided, however, that in no event shall the liability
of any Investor for           indemnification under this Section 7.4(b) in its
capacity as a seller of           Registrable Securities exceed the greater of (i) that
proportion of the total of           such losses, claims, damages, expenses or
liabilities indemnified against equal           to the proportion of the total securities
sold under such registration statement           which is being held by such Investor, or
(ii) the amount equal to the proceeds           to such Investor of the securities sold
in any such registration; and provided further, however, that no selling
Investor shall be           required to indemnify any Person against any Liability
arising from any untrue           or misleading statement or omission contained in any
preliminary prospectus if           such deficiency is corrected in the final prospectus
or for any Liability which           arises out of the failure of any Person to deliver a
prospectus as required by           the Securities Act.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)
          In the event the Company, any selling holder or other Person receives a
          complaint, claim or other notice of any liability or action, giving rise to a
          claim for indemnification under Sections 7.4(a), (b) above, the person claiming
          indemnification under such paragraphs shall promptly notify the person against
          whom indemnification is sought of such complaint, notice, claim or action, and
          such indemnifying person shall have the right to investigate and defend any
such           loss, claim, damage, liability or action.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d)
          The amount paid by an indemnifying party or payable to an Indemnified Person as
          a result of the losses, claims, damages, expenses and liabilities referred to
in           this Section 7.4 shall be deemed to include, subject to limitations set
          forth above, any legal or other expenses reasonably incurred by such
indemnified           party in connection with investigating or defending any such action
or claim,           payable as the same are incurred. No indemnifying party, in the
defense of any           such claim or litigation, shall enter into a consent or entry of
any judgment or           enter into a settlement without the consent of the Indemnified
Person, which           consent will not be unreasonably withheld or delayed.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|8. | Survival
of Representations and Warranties
|-- | ------------------------------------------

All
representations and warranties made by any party in this Agreement shall survive the
Closing and be in effect until the 240th day following the filing of Form 20-F with
respect to the year ended December 31, 2006,on which date they shall expire and be
of no further force or effect.

10

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|9. | Miscellaneous
|-- | -------------

9.1    
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.

9.2    
Governing Law; Dispute Resolution. This Agreement shall be governed by and
construed according to the laws of the State of Israel, without regard to the conflict of
laws provision thereof; provided, however, that all provisions relating to the
registration of the Registrable Shares with the SEC shall be interpreted in accordance
with United States federal securities laws. Any claim arising under or in connection with
this Agreement shall be resolved exclusively in the appropriate court in Tel-Aviv, Israel.
Each of the parties hereby irrevocably consents to the exclusive jurisdiction of such
courts and waives and agrees not to assert any objection to the jurisdiction or
convenience thereof.

9.3    
Successors and Assigns; Assignment. Except as otherwise expressly stated to the
contrary herein, the provisions hereof shall inure to the benefit of, and be binding upon,
the successors, assigns under law, heirs, executors, and administrators of the parties.
Except as otherwise expressly stated to the contrary herein, none of the parties hereto
shall assign or transfer any of its rights or obligations hereunder absent the consent of
all other parties, which consent shall not be unreasonably withheld.

9.4    
Entire Agreement; Amendment and Waiver. This Agreement and the Exhibit and
Schedules hereto constitute the full and entire understanding and agreement between the
parties with regard to the subject matters hereof. All prior understandings and agreements
among the parties (or anyone on their behalf) are void and of no further effect. Any term
of this Agreement may be amended, waived, or discharged (either prospectively or
retroactively, and either generally or in a particular instance), by a written instrument
signed by all the parties to this Agreement.

9.5    
Notices, etc. All notices and other communications required or permitted hereunder
to be given to a party to this Agreement shall be in writing and shall be telecopied or
mailed by registered or certified mail, postage prepaid, or otherwise delivered by hand or
by messenger, addressed to such partys address as set forth below or at such other
address in Israel as the party shall have furnished to each other party in writing in
accordance with this provision:

| | If to the Investor:
To the address set forth under such Investor's name of the signature page hereof;
| | -----------------------------------------------------------------------------------------------------

11

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| | If to the Company:
Nova Measuring Instruments Ltd.
Building 22, Weitzmann Science Park
Rehovoth
Attention: Company Secretary
Facsimile:  +972-8-940-7776
With a copy to:
Heather Stone, Adv.
Gross, Kleinhendler, Hodak, Halevy, Greenberg & Co.
One Azrieli Center
Tel Aviv, Israel 67021
Facsimile:  +972-3-607-4411
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

All such notices shall be deemed to
have been duly given to the addressee thereof (i) if hand delivered, on the day of
delivery, (ii) if given by facsimile transmission, on the business day on which such
transmission is sent and confirmed, and (iii) if mailed by registered mail, return receipt
requested, five business days following the date it was mailed, to such partys
address.

9.6    
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.

9.7    
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.

9.8    
Heading, Preamble, and Exhibits. The titles and subtitles used in this Agreement
are used for convenience only and are not to be considered in construing or interpreting
this Agreement. The Preamble, Schedules and the Exhibit are an integral and inseparable
part of this Agreement.

9.9    
Expenses. Each party hereto shall pay its own expenses in connection with the
negotiation and preparation of this Agreement and the consummation of the transactions
contemplated hereby.

9.10    
Limitations on Rights of Third Parties. Nothing expressed or implied in this
Agreement is intended or shall be construed to confer upon or give any person, other than
the Company and the Investors, any rights or remedies under this Agreement.

12

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9.11    
Press Releases. The parties hereto agree to cooperate in the publication of this
Agreement and the transactions contemplated hereby, and shall not issue any press release
or other publication in respect thereof, without the prior consent of the Company (in the
case of an publication by any of the Investors) or the Investors holding a majority of the
Ordinary Shares issued pursuant to Section 2.2(i) of this Agreement (in the case of an
publication by the Company), which consent shall not be unreasonably withheld.

[the remainder of
this page intentionally left blank]

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

| |  | NOVA MEASURING INSTRUMENTS LTD.By: /s/ Gabi Seligsohn
Name:    Gabi SeligsohnTitle:   President & Chief Executive Officer
| |  | ---------------------------------------------------------------------------------------------------------------------------------------

| |  | By: /s/ Dror David 
Name:    Dror DavidTitle:   Chief Financial Officer
| |  | -------------------------------------------------------------------------------------

[Reminder
of page intentionally left blank; signature pages for investors follow]

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

| | NAME OF INVESTOR
___________________________________
By: ________________________________
     Name:
     Title:
Investment Amount: $ _________________ADDRESS FOR NOTICE
c/o: _______________________________
Street: _____________________________
City/State/Zip: _______________________
Attention: __________________________
Tel: _______________________________
Fax: _______________________________DELIVERY INSTRUCTIONS
(if different from above)
c/o: _______________________________
Street: ____________________________
City/State/Zip: ______________________
Attention: _________________________
Tel: _______________________________
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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EXHIBIT A

FORM OF WARRANT



---

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EXHIBIT A

NEITHER THESE SECURITIES NOR THE
SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE
SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE
UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
SECURITIES ACT), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS
AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE
OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

# NOVA MEASURING
INSTRUMENTS LTD.

# WARRANT

|Warrant No. | Original
Issue Date: ______ ___, 2007
|----------- | -------------------------------------

Nova
Measuring Instruments Ltd., an Israeli company (the Company), hereby
certifies that, for value received, _______________ or its registered assigns in
accordance herewith (the Holder), is entitled to purchase from the
Company up to a total of ___________1 Ordinary Shares (each such share, a
Warrant Share and all such shares, the Warrant
Shares), at any time and from time to time from and after the Original Issue
Date and through and including February ___, 2011 (the Expiration
Date), and subject to the following terms and conditions:

1.    
Definitions. As used in this Warrant, the following terms shall have the
          respective definitions set forth in this Section 1.

Business
Day means any day except Saturday, Sunday, Friday (except as modified for purposes
of Section 5) and any day that is a federal legal holiday in the United States or a day on
which banking institutions in the State of New York or the city of Tel Aviv are authorized
or required by law or other government action to close.

Exercise
Pricemeans $3.05, subject to adjustment in accordance with Section 9.

---

|1 | A number of shares as equals 75% of the Shares issuable to such investor at
          Closing under the Purchase Agreement.
|- | ---------------------------------------------------------------------------------------------------------------------------



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Fundamental
Transaction means any of the following: (1) the Company effects any merger or
consolidation of the Company with or into another entity, (2) the Company effects any sale
of all or substantially all of its assets in one or a series of related transactions, (3)
any tender offer or exchange offer (whether by the Company or another person) is completed
pursuant to which holders of Ordinary Shares are permitted to tender or exchange their
shares for other securities, cash or property, or (4) the Company effects any
reclassification of the Ordinary Shares or any compulsory share exchange pursuant to which
the Ordinary Shares are effectively converted into or exchanged for other securities, cash
or property.

Ordinary
Sharesmeans the ordinary shares of the Company, NIS 0.01 par value per
share, and any securities into which such ordinary shares may hereafter be reclassified.

Original
Issue Date means the Original Issue Date first set forth on the first page of this
Warrant.

Purchase
Agreement means the Share Purchase Agreement, dated February 28, 2007, to which the
Company and the original Holder are parties.

2.    Registration
of Warrant. The Company shall register this Warrant upon           records to be
maintained by the Company for that purpose (the Warrant Register),
in the name of the           record Holder hereof from time to time. The Company may deem
and treat the           registered Holder of this Warrant as the absolute owner hereof
for the purpose           of any exercise hereof or any distribution to the Holder, and
for all other           purposes, absent actual notice to the contrary.

3.    Registration
of Transfers. The Company shall register the transfer of any           portion of
this Warrant in the Warrant Register, upon surrender of this Warrant,           with the
Form of Assignment attached hereto duly completed and signed, to the           Company at
its address specified herein. Upon any such registration or transfer,           a new
Warrant to purchase Ordinary Shares, in substantially the form of this           Warrant
(any such new Warrant, a New Warrant), evidencing the
          portion of this Warrant so transferred shall be issued to the transferee and a
          New Warrant evidencing the remaining portion of this Warrant not so
transferred,           if any, shall be issued to the transferring Holder. The acceptance
of the New           Warrant by the transferee thereof shall be deemed the acceptance by
such           transferee of all of the rights and obligations of a holder of a Warrant.
No New           Warrant shall represent the right to purchase less than 5,000 Ordinary
Shares.

4.    Exercise
and Duration of Warrants. This Warrant shall be exercisable by           the
registered Holder at any time and from time to time from and after the           Original
Issue Date and through and including the Expiration Date. At 11:30           a.m., New
York City time on the Expiration Date, the portion of this Warrant not
          exercised prior thereto shall be and become void and of no value. The Company
          may not, and in no even shall be obligated to, call or redeem any portion of
          this Warrant without the prior written consent of the affected Holder. In no
          event shall the company be required to net-cash settle this Warrant.

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5.    Delivery
of Warrant Shares. To effect exercises hereunder, the Holder           shall not be
required to physically surrender this Warrant unless the aggregate           Warrant
Shares represented by this Warrant is being exercised. Holders shall pay           the
Exercise Price in immediately available funds to the account designated for
          this purpose by the Company. Upon delivery of the Exercise Notice (in the form
          attached hereto) to the Company (with the attached Warrant Shares Exercise Log)
          at its address for notice set forth herein and upon payment of the Exercise
          Price multiplied by the number of Warrant Shares that the Holder intends to
          purchase hereunder, the Company shall promptly issue and deliver to the Holder,
          a certificate for the Warrant Shares issuable upon such exercise, which, unless
          otherwise required by the Purchase Agreement, shall be free of restrictive
          legends. Upon request of the exercising Holder, the Company shall, if legends
          are not required to be placed on certificates representing Warrant Shares,
          credit the aggregate number of Warrant Shares to which such Holder is entitled
          pursuant to such exercise to the Holders or its designees balance
          account with DTC through its Deposit Withdrawal Agent Commission system (or the
          successor thereto, if any). A Date of Exercise means the
date           on which the Holder shall have delivered to the Company: (i) the Exercise
Notice           (with the Warrant Exercise Log attached to it), appropriately completed
and duly           signed (for the purposes of this Section, Friday shall be deemed a
Business Day,           notwithstanding anything in this Warrant to the contrary) and
(ii) if such           Holder is not utilizing the cashless exercise provisions set forth
in this           Warrant, payment of the Exercise Price for the number of Warrant Shares
so           indicated by the Holder to be purchased.

6.    Charges,
Taxes and Expenses. Issuance and delivery of Warrant Shares upon           exercise
of this Warrant shall be made without charge to the Holder for any           issue or
transfer tax, withholding tax, transfer agent fee or other incidental           tax or
expense in respect of the issuance of such certificates, all of which           taxes and
expenses shall be paid by the Company; provided, however, that the           Company
shall not be required to pay any tax which may be payable in respect of           any
transfer involved in the registration of any certificates for Warrant Shares           or
Warrants in a name other than that of the Holder. The Holder shall be
          responsible for all other tax liability that may arise as a result of holding
or           transferring this Warrant or receiving Warrant Shares upon exercise hereof.

7.    Replacement
of Warrant. If this Warrant is mutilated, lost, stolen or           destroyed, the
Company shall issue or cause to be issued in exchange and           substitution for and
upon cancellation hereof, or in lieu of and substitution           for this Warrant, a
New Warrant, but only upon receipt of evidence reasonably           satisfactory to the
Company of such loss, theft or destruction and customary and           reasonable
indemnity (which shall not include a surety bond), if requested.           Applicants for
a New Warrant under such circumstances shall also comply with           such other
reasonable regulations and procedures and pay such other reasonable           third-party
costs as the Company may prescribe. If a New Warrant is requested as           a result
of a mutilation of this Warrant, then the Holder shall deliver such           mutilated
Warrant to the Company as a condition precedent to the Companys
          obligation to issue the New Warrant.

8.    Reservation
of Warrant Shares. The Company covenants that it will at all           times reserve
and keep available out of the aggregate of its authorized but           unissued and
otherwise unreserved Ordinary Shares, solely for the purpose of           enabling it to
issue Warrant Shares upon exercise of this Warrant as herein           provided, the
number of Warrant Shares which are then issuable and deliverable           upon the
exercise of this entire Warrant, free from preemptive rights or any           other
contingent purchase rights other than those of Holder (taking into account           the
adjustments and restrictions of Section 9). The Company covenants that all
          Warrant Shares so issuable and deliverable shall, upon issuance and the payment
          of the applicable Exercise Price in accordance with the terms hereof, be duly
          and validly authorized, issued and fully paid and nonassessable.

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9.    Certain
Adjustments. The Exercise Price and number of Warrant Shares           issuable upon
exercise of this Warrant are subject to adjustment from time to           time as set
forth in this Section 9.

| | (a)    Stock
Dividends and Splits. If the Company, at any time while this           Warrant is
outstanding, (i) pays a stock dividend on its Ordinary Shares or           otherwise
makes a distribution on any class of capital stock that is payable in           Ordinary
Shares, (ii) subdivides outstanding Ordinary Shares into a larger           number of
shares, or (iii) combines outstanding Ordinary Shares into a smaller           number of
shares, then in each such case the Exercise Price shall be multiplied           by a
fraction of which the numerator shall be the number of Ordinary Shares
          outstanding immediately before such event and of which the denominator shall be
          the number of Ordinary Shares outstanding immediately after such event. Any
          adjustment made pursuant to clause (i) of this paragraph shall become effective
          immediately after the record date for the determination of shareholders
entitled           to receive such dividend or distribution, and any adjustment pursuant
to clause           (ii) or (iii) of this paragraph shall become effective immediately
after the           effective date of such subdivision or combination.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)    Fundamental
Transactions. If, at any time while this Warrant is           outstanding there is a
Fundamental Transaction, then the Holder shall have the           right thereafter to
receive, upon exercise of this Warrant, the same amount and           kind of securities,
cash or property as it would have been entitled to receive           upon the occurrence
of such Fundamental Transaction if it had been, immediately           prior to such
Fundamental Transaction, the holder of the number of Warrant           Shares then
issuable upon exercise in full of this Warrant (the           Alternate
Consideration). For purposes of any such exercise,           the determination
of the Exercise Price shall be appropriately adjusted to apply           to such
Alternate Consideration based on the amount of Alternate Consideration           issuable
in respect of one Ordinary Share in such Fundamental Transaction, and           the
Company shall apportion the Exercise Price among the Alternate Consideration           in
a reasonable manner reflecting the relative value of any different components
          of the Alternate Consideration. If holders of Ordinary Shares are given any
          choice as to the securities, cash or property to be received in a Fundamental
          Transaction, then the Holder shall be given the same choice as to the Alternate
          Consideration it receives upon any exercise of this Warrant following such
          Fundamental Transaction. The terms of any agreement pursuant to which a
          Fundamental Transaction is effected shall include terms requiring any such
          successor or surviving entity to comply with the provisions of this paragraph
          (b) and insuring that the Warrant (or any such replacement security) will be
          similarly adjusted upon any subsequent transaction analogous to a Fundamental
          Transaction.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)    Number
of Warrant Shares. Simultaneously with any adjustment to the           Exercise Price
pursuant to this Section 9, the number of Warrant Shares that may           be purchased
upon exercise of this Warrant shall be increased or decreased           proportionately,
so that after such adjustment the aggregate Exercise Price           payable hereunder
for the adjusted number of Warrant Shares shall be the same as           the aggregate
Exercise Price in effect immediately prior to such adjustment.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d)    Calculations.
All calculations under this Section 9 shall be made to the           nearest cent or the
nearest 1/100th of a share, as applicable. The           number of Ordinary
Shares outstanding at any given time shall not include shares           owned or held by
or for the account of the Company, and the disposition of any           such shares shall
be considered an issue or sale of Ordinary Common Shares.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | (e)    Notice
of Adjustments. Upon the occurrence of each adjustment pursuant to           this
Section 9, the Company at its expense will promptly compute such adjustment           in
accordance with the terms of this Warrant and prepare a certificate setting
          forth such adjustment, including a statement of the adjusted Exercise Price and
          adjusted number or type of Warrant Shares or other securities issuable upon
          exercise of this Warrant (as applicable), describing the transactions giving
          rise to such adjustments and showing in detail the facts upon which such
          adjustment is based. Upon written request, the Company will promptly deliver a
          copy of each such certificate to the Holder and to the Companys Transfer
          Agent.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (f)    Notice
of Corporate Events. If the Company (i) declares a dividend or any           other
distribution of cash, securities or other property in respect of its           Ordinary
Shares, including without limitation any granting of rights or warrants           to
subscribe for or purchase any capital stock of the Company or any of its
          subsidiaries, (ii) authorizes or approves, enters into any agreement
          contemplating or solicits shareholder approval for any Fundamental Transaction
          or (iii) authorizes the voluntary dissolution, liquidation or winding up of the
          affairs of the Company, then the Company shall deliver to the Holder a notice
          describing the material terms and conditions of such transaction (but only to
          the extent such disclosure would not result in the dissemination of material,
          non-public information to the Holder) at least 10 calendar days prior to the
          applicable record or effective date on which a person would need to hold
          Ordinary Shares in order to participate in or vote with respect to such
          transaction, and the Company will take all steps reasonably necessary in order
          to insure that the Holder is given the practical opportunity to exercise this
          Warrant prior to such time so as to participate in or vote with respect to such
          transaction; provided, however, that the failure to deliver such notice or any
          defect therein shall not affect the validity of the corporate action required
to           be described in such notice.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

10.    Payment
of Exercise Price. The Holder may pay the Exercise Price in one           of the
following manners:

| | (a)    Cash
Exercise. The Holder may deliver immediately available funds; or
| | ----------------------------------------------------------------------------

| | (b)    Cashless
Exercise. If an Exercise Notice is delivered then the Holder may           notify the
Company in an Exercise Notice of its election to utilize cashless           exercise, in
which event the Company shall issue to the Holder the number of           Warrant Shares
determined as follows:
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | X = Y [(A-B)/A]
where:
         X = the number of Warrant Shares to be issued to the Holder.
         Y = the number of Warrant  Shares with respect to which this 
         Warrant is being exercised.
         A = the Market Price (as defined below).
         B = the Exercise Price.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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The
term Market Price shall mean: (i) if the Ordinary Shares are listed on
a national securities exchange registered under the U.S. Securities Exchange Act of 1934,
as amended, the average of the closing prices on such national exchange for the fourteen
(14) trading days immediately prior to (but not including) the Exercise Date; (ii) if the
Ordinary Shares are not so listed, the average of the closing prices on the principal
trading market for the Ordinary Shares during the same period; or (iii) if the market
value cannot be calculated on any of the forgoing bases, the Market Price shall be the
fair market value as determined in good faith by an investment banker or other appropriate
expert of national reputation selected by the Company and acceptable by the Investors
holding a majority of the Ordinary Shares issued pursuant to Section 2.2(i) of the
Purchase Agreement, which acceptance shall not be unreasonably withheld.

11.    No
Fractional Shares. No fractional shares of Warrant Shares will be           issued in
connection with any exercise of this Warrant. In lieu of any           fractional shares
which would, otherwise be issuable, the Company shall pay cash           equal to the
product of such fraction multiplied by the closing price of one           Warrant Share
as reported by the applicable Trading Market on the date of           exercise.

12.    Notices.
Any and all notices or other communications or deliveries           hereunder (including,
without limitation, any Exercise Notice) shall be in           writing and shall be
deemed given and effective on the earliest of (i) the date           of transmission, if
such notice or communication is delivered via facsimile at           the facsimile number
specified in this Section prior to 11:30 a.m. (New York           City time) on a
Business Day, (ii) the next Business Day after the date of           transmission, if
such notice or communication is delivered via facsimile at the           facsimile number
specified in this Section on a day that is not a Business Day           or later than
11:30 a.m. (New York City time) on any Business Day, (iii) the           third Business
Day following the date of mailing, if sent by an internationally           recognized
courier service, or (iv) upon actual receipt by the party to whom           such notice
is required to be given. The addresses for such communications shall           be: (i) if
to the Company, to Building 22, Weitzmann Science Park, Rehovoth,           Israel, Attn:
Secretary, or to facsimile no.: 972 (8) 940-7776 (or such other           address as the
Company shall indicate in writing in accordance with this           Section), or (ii) if
to the Holder, to the address or facsimile number appearing           on the Warrant
Register or such other address or facsimile number as the Holder           may provide to
the Company in accordance with this Section.

13.    Warrant
Agent. The Company shall serve as warrant agent under this           Warrant. Upon 10
calendar days notice to the Holder, the Company may           appoint a new warrant
agent. Any corporation into which the Company or any new           warrant agent may be
merged or any corporation resulting from any consolidation           to which the Company
or any new warrant agent shall be a party or any           corporation to which the
Company or any new warrant agent transfers           substantially all of its corporate
trust or shareholders services business shall           be a successor warrant agent
under this Warrant without any further act. Any           such successor warrant agent
shall promptly cause notice of its succession as           warrant agent to be mailed (by
first class mail, postage prepaid) to the Holder           at the Holders last
address as shown on the Warrant Register.

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14.    Miscellaneous.

| | (a)              This
Warrant shall be binding on and inure to the benefit of the parties hereto           and
their respective successors and assigns. Subject to the preceding sentence,
          nothing in this Warrant shall be construed to give to any person other than the
          Company and the Holder any legal or equitable right, remedy or cause of action
          under this Warrant. This Warrant may be amended only in writing signed by the
          Company and the Holder and their successors and assigns.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)              This
Warrant shall be governed by and construed according to the laws of the           State
of Israel, without regard to the conflict of laws provision thereof. Any           claim
arising under or in connection with this Warrant shall be resolved           exclusively
in the appropriate court in Tel-Aviv, Israel. Each of the parties           hereby
irrevocably consents to the exclusive jurisdiction of such courts and           waives
and agrees not to assert any objection to the jurisdiction or convenience
          thereof.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)              The
headings herein are for convenience only, do not constitute a part of this
          Warrant and shall not be deemed to limit or affect any of the provisions
hereof.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d)              In
case any one or more of the provisions of this Warrant shall be invalid or
          unenforceable in any respect, the validity and enforceability of the remaining
          terms and provisions of this Warrant shall not in any way be affected or
          impaired thereby and the parties will attempt in good faith to agree upon a
          valid and enforceable provision which shall be a commercially reasonable
          substitute therefor, and upon so agreeing, shall incorporate such substitute
          provision in this Warrant.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (e)              Prior
to exercise of this Warrant, the Holder hereof shall not, by reason of           being a
Holder, be entitled to any rights of a shareholder with respect to the           Warrant
Shares.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its authorized
officer as of the date first indicated above.

| |  | NOVA MEASURING INSTRUMENTS LTD.By: 
Name:Title:
| |  | -------------------------------------------------------------

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EXERCISE NOTICE 
NOVA MEASURING
INSTRUMENTS LTD. 
WARRANT DATED FEBRUARY
__, 2007

The
undersigned Holder hereby irrevocably elects to purchase _____________ Ordinary Shares
pursuant to the above referenced Warrant. Capitalized terms used herein and not otherwise
defined have the respective meanings set forth in the Warrant.

(1)    
          The undersigned Holder hereby exercises its right to purchase _________________
          Warrant Shares pursuant to the Warrant.

(2)    
          The Holder intends that payment of the Exercise Price shall be made as (check
          one):

| | ____ | Cash
Exercise under Section 10
| | ---- | --------------------------------

| | ____ | Cashless
Exercise under Section 10
| | ---- | ------------------------------------

(3)    
          The undersigned is an accredited investor as defined in Regulation D
          under the Securities Act of 1933, as amended.

(4)    
          The holder shall pay the sum of $____________ to the Company in accordance with
          the terms of the Warrant.

(5)    
          Pursuant to this Exercise Notice, the Company shall deliver to the holder
          _______________ Warrant Shares in accordance with the terms of the Warrant.

(6)    
          Ordinary Shares issuable upon this exercise are directed to be delivered
          electronically to the undersigneds following share account (this election
          is only available if this Exercise Notice is delivered at a time when legends
          are not required to be placed on Warrant Shares certificates pursuant to the
          Purchase Agreement):

|Dated: _______________, ____ | Name of Holder:
(Print) ______________________________
By: ________________________________
Name: ______________________________
Title: _______________________________
(Signature  must  conform in all  respects to name of holder as specified on
the face of the Warrant)
|---------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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Warrant Shares
Exercise Log

|Date | Number of Warrant Shares Available to be Exercised | Number of Warrant Shares Exercised | Number of Warrant Shares
Remaining to be Exercised
|---- | -------------------------------------------------- | ---------------------------------- | --------------------------------------------------
|     |                                                    |                                    |                                                   

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NOVA MEASURING
INSTRUMENTS LTD. 
WARRANT ORIGINALLY
ISSUED FEBRUARY __, 2006 
WARRANT NO.

FORM OF ASSIGNMENT

[To
be completed and signed only upon transfer of Warrant]

FOR VALUE
RECEIVED, the undersigned hereby sells, assigns and transfers unto
________________________________ the right represented by the above-captioned Warrant to
purchase ____________ Ordinary Shares to which such Warrant relates and appoints
________________ attorney to transfer said right on the books of the Company with full
power of substitution in the premises.

Dated: _______________,
____

| | _______________________________________
(Signature  must conform in all respects to name of
holder as specified on the face of the Warrant)
_______________________________________
Address of Transferee
_______________________________________
_______________________________________
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In the presence of:

________________________________

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