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Exhibit 4.11

# CONVERTIBLE LOAN
AGREEMENT

This Convertible Loan Agreement (the
Agreement) is made as of the 8th day of August, 2005

BY AND BETWEEN

|(1) | Camtek
Ltd. (Camtek), a public company (Company no.
                    51-1235434) organized under the laws of the State of Israel, whose
shares are                     traded on Nasdaq (Camtek, collectively with its
Subsidiaries (as defined below),                     the Companies),
having its registered office at the                     Industrial Park of Ramat Gavriel,
Migdal HaEmek 23150, Israel; and
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | FIMI
Opportunity Fund, L.P., a limited partnership formed under the laws of the
                    State of Delaware and FIMI Israel Opportunity Fund, Limited
Partnership, a                     limited partnership formed under the laws of the State
of Israel having its                     registered office at Rubenstein House,
37 Begin Road, Tel-Aviv,                     Israel (each, an Investor and,
collectively, the                     Investors).
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

RECITALS

WHEREAS:

|A | Camtek
is a developer, manufacturer and marketer of intelligent optical inspection systems for
Printed Circuit Boards, High Density Interconnect Substrate and Semiconductor
Manufacturing and Packaging industries; and
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|B | Camtek
wishes to borrow from the Investors an aggregate amount of US$5,000,000 and the Investors
desire to loan to Camtek such amount, in return for the receipt of convertible debentures
(the Debentures), all upon the terms and conditions set forth in this
Agreement.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

THEREFORE, in consideration of
the foregoing, the parties, intending to be legally bound, agree as follows:

|1. | LOAN
AND ISSUANCE OF THE DEBENTURES
|-- | -----------------------------------

(a)       
          Loan and Issuance of the Debentures. Upon the terms and subject to the
          conditions set forth in this Agreement and on the basis of the representations
          and warranties hereinafter set forth, at the Closing the Investors shall extend
          a loan in the aggregate amount of US$5,000,000to Camtek (the
          Loan), in exchange for U.S. dollar denominated Debentures.
          The Debentures issued and delivered to each of the Investors pursuant to this
          Agreement shall have the terms set forth in Section 5 below. The Investors shall
          make the Loan in U.S. dollars.

1

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(b)       
          Definitions. In this Agreement where the context admits:

Audited Financial Statements or Financial Statements means the
audited consolidated and adjusted financial statements of Camtek for each of the two years
ended on December 31, 2003 and 2004, including its balance sheet, statements of income,
cash-flow and changes in shareholder equity for the periods ended thereon, prepared in
accordance with generally accepted accounting principles in the United States
(GAAP) consistently applied by a recognized firm or firms of
independent certified public accountants, including all notes and reports thereto.

Benefits
means benefits of every description including, without limitation, salaries,
directors and/or management fees, social benefits, bonuses, commissions, profit
shares, automobile, reimbursement of expenses and benefits in kind.

Business
Day  any day of the week between Sunday and Thursday on which the majority
of the Banks in Israel provide services to the public.

Debt
means all (i) obligations of a Person for borrowed money or which have been incurred in
connection with the acquisition of property or assets, (ii) obligations secured by any
lien or other charge upon property or assets owned by such Person, even though such Person
has not assumed such obligations, (iii) obligations created or arising under any
conditional sale or other title retention agreement with respect to property acquired by
such Person, notwithstanding the fact that the rights and remedies of the seller, lender
or lessor under such agreement in the event of default are limited to repossession or sale
of property, (iv) amounts due under any capitalized lease as reflected on the balance
sheet of such Person, and (v) all Guaranties.

Guarantee
as defined in the Guarantee Law 5727-1967.

Material
Agreements agreements to which Camtek is a party, and which are material to
Camteks business, including instruments, leases, licenses, arrangements, or
undertakings of any nature, written or oral.

Person
means an individual or any type of entity whether incorporated or not.

Related
Party any Person who is, or who has at any time since December 31, 2001 been, a
Related Party, as defined in the Israeli Companies Law, 1999.

Security
Interest means and includes any right, 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.

Subsidiaries
shall mean the subsidiaries listed in Exhibit A attached hereto.

2

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|2. | REPRESENTATIONS,
WARRANTIES AND COVENANTS OF CAMTEK
|-- | ---------------------------------------------------

Camtek,
being aware that the Investors have agreed to enter into this Agreement, among other
things, in reliance upon the representations and warranties contained in this Section 2,
hereby represents and warrants to the Investors as of the date hereof, as follows:

(a)       
          Organization. Camtek is duly organized and validly existing under the
          laws of the State of Israel. Camtek has all requisite corporate power and
          authority to carry on its business as currently conducted and to own its
          properties. Each of the Subsidiaries of Camtek is an entity duly formed, validly
          existing and, where applicable, is in good standing, under the laws of its
          respective jurisdiction.

(b)       
          Organizational Documents. Attached hereto as Exhibit
          2(b) is a complete and correct copy of the Memorandum of
          Association and Articles of Association of Camtek, as amended to date, all of
          which are in full force and effect.

(c)        Capitalization.

| | (i)
 The authorized share capital of Camtek immediately prior to the Closing shall be
          NIS 1,000,000, divided into 100,000,000 Ordinary Shares, par value NIS 0.01
each           (the Ordinary Shares), of which 27,081,497 are issued
and           outstanding and 1,011,619 are held in treasury. The names of all beneficial
          holders of more than 5% of the issued and outstanding share capital of Camtek,
          that are known to Camtek, are as set forth in Exhibit 2(c)          attached
hereto. Except as set forth in such Exhibit 2(c), there are no           outstanding or
authorized subscriptions, options, warrants, calls, rights,           commitments,
convertible securities, or any other agreements of any character           directly or
indirectly obligating Camtek to issue any additional shares or any           securities
convertible into, or exchangeable for, or evidencing the right to           subscribe
for, any shares.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)
The Debentures and the Ordinary Shares into
which such Debentures are           convertible, when issued, will be duly authorized,
validly issued and fully           paid, and each of the Investors will have good title
to the Debentures (and to           the Ordinary Shares, following the conversion of the
Debentures issued to it),           free and clear of all Security Interests (other than
Security Interests created           by the Investors, if any).
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(d)       
          Authority. Camtek has the necessary corporate power and authority to (i)
          enter into this Agreement and the Registration Rights Agreement (as defined
          below) dated as of the date hereof, which shall come into effect as of the
          Closing Date (the Registration Rights Agreement and, collectively with this
          Agreement, the Agreements); and (ii) perform its obligations
          under the Agreements and to consummate the transactions contemplated herein and
          therein. Without derogating from the above, Camtek confirms that it has obtained
          the approvals and consents required to be obtained by it prior to the execution
          of the Agreements and the performance by it of its obligations under such
          Agreements, which approvals and consents are listed in Exhibit
          2(d)(2)attached hereto (the Required
          Approvals). The execution and delivery of the Agreements by Camtek and
          the consummation by Camtek of the transactions contemplated herein and therein
          shall have been, at the Closing Date, duly and validly authorized by all
          necessary corporate action, and no other corporate proceedings on the part of
          Camtek shall be necessary to authorize the Agreements or to consummate the
          transactions contemplated herein and therein. Upon their execution and delivery,
          the Agreements will be duly executed and delivered by Camtek and, contingent
          upon the due authorization, execution and delivery by the Investors, constitute
          the legal, valid and binding obligations of Camtek, enforceable in accordance
          with their 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.

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(e)        Financial
Statements.

| | (1)        Each
of the Financial Statements, attached as Exhibit           (2)(e)(1)
hereto has been prepared in accordance with GAAP           consistently applied. Each of
the Financial Statements fairly reflects, in           accordance with GAAP, the
financial condition and results of operations of the           Companies at the relevant
dates and for the periods indicated therein.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2)        A
complete list of Camteks Debts and loan facilities in excess of
          US$100,000 as of the date hereof, is set forth in Exhibit
          2(e)(2).
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3)        Since
December 31, 2004 and except as specifically disclosed in Exhibit           2(e)(3):
| | -----------------------------------------------------------------------------------------------------

| | (i)
Camtek has not entered into any material transaction which was not in the
          ordinary course of its business;
| | ------------------------------------------------------------------------------------------------------------------------

| | (ii)
 there has been no material adverse change in Camteks operations results,
          assets, liabilities, debts, or financial condition, which would have been
          required to be reflected in Camteks financial statements dated as of the
          date hereof in accordance with GAAP;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)
 Camtek has not declared or paid any cash dividend or made any distribution on
          its shares; and
| | --------------------------------------------------------------------------------------------------------------

| | (iv)
 there has been no sale, assignment, or transfer of any tangible or intangible
          material asset of Camtek.
| | -----------------------------------------------------------------------------------------------------------------------

(f)       
          Consequences of the Loan and the Issuance of the Debentures.

The consummation of the transactions
contemplated by the Agreements does not, on the part of Camtek, require the consent or
agreement of any Person (other than the Required Approvals obtained prior to the date
hereof) and will not constitute a breach by Camtek of any provision of any agreement to
which it is party, will not cause Camtek to lose any interest in or the benefit of any
asset, right, license, or privilege it presently owns or enjoys or, to Camteks
knowledge, cause anyone who normally does business with Camtek not to continue to do so on
the same basis as previously, will not result in any present or future indebtedness of
Camtek becoming due prior to its stated maturity, and will not give rise to or cause to
become exercisable any option or right of preemption.

4

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(g)       
          Compliance with SEC Filings. Camtek has filed all forms, reports,
          statements and other documents required to be filed with the Securities and
          Exchange Commission (SEC) for the three years preceding the
          date hereof and, to the extent not available on the SECs EDGAR system, has
          heretofore delivered to counsel for the Investor, in the form filed with the SEC
          during such period, together with any amendments thereto all Annual Reports on
          Form 20-F (collectively, the Camtek SEC Reports). As of their
          respective filing or publication dates, the Camtek SEC Reports complied as to
          form in all material respects with the requirements of the United States
          Securities Exchange Act of 1934 (the Exchange Act) and the
          United States Securities Act of 1933, as amended (the Securities
          Act) applicable to Camtek. The Camtek SEC Reports did not at the time
          they were filed, 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.

(h)       
          Litigation. Except as set forth in Exhibit 2(h)
          attached hereto, there are no claims, actions or proceedings pending or, to
          Camteks knowledge, threatened against the Companies or any of their
          respective properties, officers or directors before any court, administrative,
          governmental, arbitral, mediation or regulatory authority or body, domestic or
          foreign, that individually or in the aggregate (i) would reasonably be
          likely, or if adversely decided may be expected to, have a Material Adverse
          Effect (as defined below), or (ii) challenge or seek to prevent, enjoin, alter
          or materially delay the transactions contemplated by the Agreements.

For purposes of this Agreement, a
violation or other matter will be deemed to have a Material Adverse
Effect on Camtek if such violation or other matter would have a material adverse
effect on the Companies business, condition, assets, liabilities, operations or
financial performance or prospects.

(i)       
          Licenses and Permits. Except as set forth in Exhibit
          2(i), Camtek does not lack any permits or licenses, or any
          authorizations or approvals, the lack of which would have a Material Adverse
          Effect and, to Camteks knowledge, is not in material violation of
          Applicable Law.

| | As
used herein, the term Applicable Law means any provision of any law,
ordinance, rule, regulation, decree, order, governmental grant, governmental permit,
governmental license or other governmental authorization or approval applicable to
Camtek.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(j)       
          Properties and Assets. Except as provided in Exhibit 2(j),Camtek has good title to its tangible assets, including without
          limitation those reflected in the Financial Statements, free and clear of all
          Security Interests and with respect to the tangible assets that are leased,
          Camtek is in compliance with all material provisions of such leases.

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(k)        Taxation.

| | (i)
 The Financial Statements reflect, in accordance with GAAP, all material taxation
          for which Camtek was then liable or accountable in respect of or by reference
to           any income, sales, value added, profit, receipt, gain, transaction,
agreement,           distribution or event which was earned, accrued, received, or
realized, entered           into, paid or made on or before December 31, 2004, and Camtek
has promptly paid           or provided in its books of account for all taxation for
which it has become           liable or accountable in the period from the date of its
incorporation to the           Closing Date, except for such omissions which would not
reasonably be likely to           have a material adverse effect on Camteks
business.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)
 Camtek has at all times and within the requisite time limits promptly, fully and
          accurately observed, performed and complied with all material obligations or
          conditions imposed on it under any legislation relating to taxation, except for
          such non compliance that, both individually and in the aggregate, would not
have           a Material Adverse Effect.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)
 Camtek is not aware of any circumstances which will or may, whether by lapse of
          time or the issue of any notice of assessment or otherwise, give rise to any
          dispute with any relevant taxation authority in relation to its liability or
          accountability for taxation, any claim made by it, any relief, deduction, or
          allowance afforded to it, or in relation to the status or character of Camtek
or           any of its enterprises under or for the purpose of any provision of any
          legislation relating to taxation, except for such dispute or claim that, both
          individually and in the aggregate, are not likely to have a Material Adverse
          Effect.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(l)       
          Agreements and Trading.

Other than as set forth on
Exhibit 2(l), Camtek, and to Camteks knowledge, all third
parties with whom it has transacted business under the Material Agreements have performed
in all material respects all of their material obligations under the Material Agreements,
except for such non performance that, both individually and in the aggregate would not
have a Material Adverse Effect.

(m)        Intellectual
Property

| | (i)
          Subject to clause (ii) of this Sub-Section (m) below, the Companies own, free
          and clear of claims or rights known to it of any other Person, with full
          right to use, sell, license, sublicense, dispose of, and bring actions for
          infringement of, or has acquired or have licenses or other rights to use,
          all Intellectual Property used by them in the conduct of their business as
          presently conducted. To its knowledge, all works that are used or incorporated
          into the Companies products or services were developed by or for the
          Companies by their current or former employees, consultants or independent
          contractors or those of their predecessors in interest or purchased or licensed
          by the Companies or their predecessors in interest or otherwise the Companies
          are entitled to use.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | (ii)
          To its knowledge and subject to that which is stated in Exhibit
          2(m)(a), the business of the Companies as presently conducted
and           the production, marketing, licensing, use and servicing of any products or
          services of the Companies do not infringe or conflict with any patent,
          trademark, copyright, or trade secret rights of any third parties or any other
          Intellectual Property of any third parties. Except as set forth in Exhibit
          2(m)(b), the Companies have not received written notice from any
          third party asserting that any Intellectual Property owned or licensed by the
          Companies, or which the Companies otherwise have the right to use, is invalid
or           unenforceable by the Companies and, to Camteks knowledge, there is no
          valid basis for any such claim (whether or not pending or threatened).
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)
          Except as set forth in Exhibit  2(m)(b), no
          claim is pending or, to Camteks knowledge, threatened against the
          Companies nor have the Companies received any written notice or other written
          claim from any Person asserting that any of the Companies present or
          contemplated activities infringe or may infringe in any material respect any
          Intellectual Property of such Person and Camtek is not aware of any
infringement           by any other Person of any material rights of the Companies under
any           Intellectual Property Rights.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iv)
          All licenses or other agreements under which the Companies are granted
          Intellectual Property (excluding licenses to use software utilized in the
          Companies internal operations and which is generally commercially
          available) which are required for the Companies business are in full force and
          effect and, to Camteks knowledge, there is no material default by any
          party thereto. Camtek has no reason to believe that the licensors under such
          licenses and other agreements do not have and did not have all requisite power
          and authority to grant the rights to the Intellectual Property purported to be
          granted thereby.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (v)
          The Companies have in all material respects taken all steps required in
          accordance with commercially reasonable business practice to establish and
          preserve their ownership in their owned Intellectual Property
and           to keep confidential all material technical information developed by or
          belonging to the Companies which has not been patented or copyrighted. To
          Camteks knowledge and subject to that which is stated in Exhibit
          2(m)(a), the Companies are not making any material unlawful use
          of any Intellectual Property of any other Person, including, without
limitation,           any former employer of any past or present employees of the
Companies. To           Camteks knowledge, neither the Companies nor any of their
employees have           any agreements or arrangements with former employers of such
employees relating           to any Intellectual Property of such employers, which
materially interfere or           conflict with the performance of such employees
duties for the Companies           or result in any former employers of such employees
having any rights in, or           claims on, the Companies Intellectual Property.
Except as heretofore           disclosed to the Investors in writing, each current and
former employee of the           Companies has executed agreements regarding
confidentiality, proprietary           information and assignment of inventions and
copyrights to the Companies, each           independent contractor or consultant of the
Companies has executed agreements           regarding confidentiality and proprietary
information, and the Companies have           not received written notice that any
employee, consultant or independent           contractor is in violation of any agreement
or in breach of any agreement or           arrangement relating to proprietary
information or assignment of inventions.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

7

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For purposes of this Agreement,
Intellectual Property means patents, patent rights, patent
applications, trademarks, trade names, service marks, brand names, logos and other trade
designations (including unregistered names and marks), trademark and service mark
registrations and applications, copyrights and copyright registrations and applications,
inventions, protected formulae, formulations, processes, methods, trade secrets, computer
software, computer programs and source codes, and similar technical information,
engineering know-how, assembly and test data drawings.

(n)       
          Employees and Labor Relations.

| | (i)
          Camtek has delivered to the Investors full and complete copies of all
employment           agreements or management and consulting agreements currently in
force for each           of the three most highly paid individuals employed or hired by
Camtek.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)
          Camtek confirms that the form(s) of contracts under which substantially all the
          officers, employees and consultants of the Companies at the date hereof, who
          have access to confidential information of the Companies, are engaged, include
          customary provisions relating to non-disclosure and non-competition.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)
          There is not now or has been threatened any material labor dispute, strike,
          slow-down, picketing, work-stoppage, or other similar labor activity with
          respect to the employees of the Companies, taken as a group.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(o)       
          Related Party Transactions.

Except as set forth in Exhibit
2(o), no Related Party has any direct or indirect interest in any material
asset used in or otherwise relating to the business of the Companies; (b) no Related
Party is indebted to any of the Companies; (c) no Related Party has entered into, or has
had any direct or indirect financial interest in, any Material Agreement, material
transaction or material business dealing with or involving any of the Companies; (d) no
Related Party is competing, directly or indirectly, with any of the Companies; and (e) no
Related Party has any material claim or right against any of the Companies (other than
rights to receive amounts not yet due with respect to compensation for services performed
as an employee or director of the Board of Directors of any of the Companies).

(p)       
          Indebtedness. Except as fully reflected and disclosed in the Financial
          Statements and in Exhibit 2(p) attached hereto, and except
          for customary warranties to purchasers of Camteks products and other
          obligations arising in Camteks ordinary course of business and consistent
          with past practices and with the budget approved by the Board of Directors,
          Camtek does not have any indebtedness, whether absolute, accrued, fixed,
          contingent or otherwise, which would have been required to be reflected in
          Camteks financial statements dated as of the date hereof in accordance
          with GAAP; Camtek is not a guarantor of any debt or obligation of another, and
          no Person has given any guarantee of or security for any obligation of Camtek.

(q)       
          Insurance. Camtek has in full force and effect policies of insurance, as
          set forth in Exhibit 2(q) attached hereto, which, to the Companys
          belief are reasonable to cover Camteks risks that are intended to be
          covered thereunder.

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(r)       
          Finders Fee. Except as set forth in Exhibit
          2(r) attached hereto, no Person or firm has, or will have, as a
          result of any act or omission by Camtek, or anyone acting on behalf of Camtek,
          any right, interest or valid claim against Camtek for any commission, fee or
          other compensation as a finder or broker or in any similar capacity in
          connection with the transactions contemplated by this Agreement.

(s)       
          All Material Information. The representations made to the Investors under
          this Section 2 to the Agreement do not contain any untrue statement of a
          material fact or omit to state a material fact necessary to make the statements
          made therein, in light of the circumstances under which they were made, not
          misleading.

|2A. | REPRESENTATIONS,
WARRANTIES AND COVENANTS OF THE INVESTORS
|--- | ----------------------------------------------------------

Each
of the Investors being aware that Camtek has agreed to enter into the Agreements in
reliance on the representations and warranties contained in this Section 2A, hereby
represents and warrants to, and agrees with Camtek as of the date hereof and the Closing
Date, as follows:

(a)       
          Due Organization. Each Investor is a limited partnership duly formed and
          validly existing under the laws of its jurisdiction.

(b)       
          Validity of Transaction. Each Investor has all requisite power and
          authority to execute, deliver and perform the Agreements (including all exhibits
          thereto, if applicable) and to consummate the transactions contemplated
          thereunder. All necessary proceedings under each Investors governing
          documents have been duly taken to authorize the execution, delivery, and
          performance of the Agreements. The Agreements constitute legal, valid, and
          binding obligations of each Investor enforceable against it in accordance with
          their terms. The execution and delivery of the Agreements by the Investors and
          the consummation by the Investors of the transactions contemplated therein have
          been duly and validly authorized by all necessary corporate action, and no other
          corporate proceedings on the part of the Investors shall be necessary to
          authorize the Agreements or to consummate the transactions contemplated in the
          Agreements. The Agreements have been duly executed and delivered by the Investor
          and, assuming the due authorization, execution and delivery by Camtek,
          constitute the legal, valid and binding obligations of the Investors,
          enforceable in accordance with their terms.

(c)       
          Finders Fee. Except as set forth in Exhibit
          2A(c) attached hereto, no Person acting on behalf or under the
          authority of the Investors is or will be entitled to any brokers or
          finders (or similar capacity) commission, fee or other compensation in
          connection with the transactions contemplated by this Agreement.

(d)       
          Purchase Entirely for Own Account. The Debentures and the Camtek shares
          issuable upon the exercise thereof (collectively, the
          Securities) are, or will be, acquired for investment purposes
          only, for each Investors own account, not as a nominee or agent, and the
          Investor has no present intention of selling or otherwise distributing the same.
          The Investors further represent that they have not entered into any contract,
          undertaking, agreement or arrangement with any other person providing for the
          sale or transfer of any of the Securities.

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(e)       
          Restricted Securities. Each Investor understands that the Securities have
          not been, and will not upon issuance be, registered under the U. S. Securities
          Act of 1933, as amended (the Securities Act), and such
          Investor will not sell, offer to sell, assign, pledge, hypothecate or otherwise
          transfer any of the Securities unless (i) pursuant to an effective registration
          statement under the Securities Act, (ii) such Investor provides Camtek with an
          opinion of counsel, in a form reasonably acceptable to Camtek, to the effect
          that a sale, assignment or transfer of the Securities may be made without
          registration under the Securities Act and the transferee agrees to be bound by
          the terms and conditions of this Agreement, or (iii) such Investor provides
          Camtek with reasonable assurances (in the form of seller and broker
          representation letters) that the Securities can be sold pursuant to (A) Rule 144
          promulgated under the Securities Act, as such rule may be amended from time to
          time (Rule 144) or (B) Rule 144(k) promulgated under the
          Securities Act, in each case following the applicable holding period set forth
          therein.

(f)        Legends.

(i)       
          Such Investor agrees that the certificates representing the Camtek shares shall
          bear a legend in substantially the following form (in addition to any legend
          required by applicable state securities or blue sky laws):

| | THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE SECURITIES ACT) OR WITH ANY APPLICABLE STATE
SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT
COVERING SUCH SECURITIES EFFECTIVE UNDER THE SECURITIES ACT OR (II) THE TRANSACTION IS
EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND, IF THE COMPANY REQUESTS, AN
OPINION SATISFACTORY TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In
addition, such Investor agrees that Camtek may place stop transfer orders with its
transfer agent with respect to such certificates in order to implement the restrictions on
transfer set forth in this Agreement. The appropriate portion of the legend and the stop
transfer orders will be removed promptly upon delivery to Camtek of such satisfactory
evidence as reasonably may be required by Camtek that such legend or stop orders are not
required to ensure compliance with the Securities Act.

10

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(ii)       
          Such Investor agrees that the Debentures shall bear the following legend:

| | THIS
DEBENTURE AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT) OR WITH ANY
APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED UNLESS (I) A
REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE UNDER THE SECURITIES ACT OR
(II) THE TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND, IF THE
COMPANY REQUESTS, AN OPINION SATISFACTORY TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED
BY COUNSEL.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(e)        Status.At the time such Investor was offered the Securities, it was,           and at the
date hereof it is, and on each date on which it converts any           Debentures it will
be, an accredited investor as defined in Rule           501of Regulation D
promulgated under the Securities Act. Such Investor has not           been formed solely
for the purpose of acquiring the Securities. Such Investor is           not a registered
broker-dealer under Section 15 of the US Exchange Act.

11

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(f)       
          Investment Experience. The Investors are sophisticated investors, are
          able to fend for themselves, can bear the economic risk of their investment, and
          have such knowledge and experience in financial and business matters required in
          order to evaluate the merits and risks of investments of this type and reach an
          informed business and financial decision regarding the transactions contemplated
          herein. Such Investor understands and is aware that its election to convert the
          Debentures into Camtek shares, if made, involves substantial business risk,
          chould be regarded as highly speculative and may cause it substantial or total
          loss of its investment.

(g)       
          The Investors are under the common management of FIMI 2001 Ltd. (FIMI
          2001). FIMI 2001 has the full and exclusive power to take any and all
          actions on behalf of the Investors (and, to the extent applicable, their
          Permitted Transferees) and exercise all rights of such entities with respect to
          their interests in Camtek.

(h)       
          Available Information. Such Investor has had an opportunity to ask
          questions and receive documents, information and answers from Camtek regarding
          Camtek, its business and the terms and condition of the transactions
          contemplated hereunder.

(i)       
          Nothing set forth in this Section 2A shall be deemed to detract from or
          otherwise prejudice the Investors reliance on Camteks
          representations and warranties set forth in Section 2 above.

|2B. | EFFECTIVENESS;
SURVIVAL; INDEMNIFICATION AND SOLE REMEDY.
|--- | ---------------------------------------------------------

(a)       
          Each representation and warranty herein is deemed to be made on the Closing Date
          and shall survive and remain in full force and effect after the Closing Date.

(b)       
          In the event of any breach or misrepresentation of any covenant, warranty or
          representation made or undertaken by the Company under this Agreement, the sole
          remedy and right of the Investors under any law, whether in contract, tort,
          restitution or otherwise shall be limited, except in the case of fraud, to the
          right of the Investors to declare the Debenture due and payable under Section 6
          to this Agreement in accordance with the terms of such section and the Company
          shall have no other or further liability.

|3. | CLOSING
|-- | -------

(a)       
          Actions at the Closing. The delivery of the Debentures (the
          Closing) shall take place at the offices of Naschitz, Brandes
          & Co., 5 Tuval St. Tel-Aviv 67897, within 12 business days following the
          date hereof or at such date as Camtek and the Investors shall agree (the
          Closing Date). At the Closing, Camtek shall deliver to the
          Investors validly executed Debentures, registered in the name of the respective
          Investor and having the terms set forth in this Agreement, against the making of
          the respective portion of the total amount of the Loan to Camtek, in an amount
          set forth opposite the name of each such Investor in Exhibit
          3(a) attached hereto by a wire transfer to Camteks account
          no. 197700/75, at Bank Leumi branch no.876 (Haifa  Main).

12

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(b)       
          At the Closing, Camtek shall also deliver to the Investors the following
          documents:

| | (1)        A
copy of resolutions of Camteks Board of Directors approving the           execution
of the Agreements and the transactions contemplated herein and           therein,
including, but not limited to, the issuance of the Debentures to the           Investors
(and the reservation of Ordinary Shares into which the Debentures are
          convertible);
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2)        The
duly executed Debentures;
| | ----------------------------------------

| | (3)        The
Registration Rights Agreement (the Registration Rights           Agreement),
in the form attached hereto as Exhibit           3(b)(3), executed
by Camtek; and
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (4)        A
certificate duly executed by Camtek dated as of the Closing Date (the           Compliance
Certificate) in the form attached hereto as Exhibit 3(b)(4);
and
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (5)        An
opinion of counsel to Camtek, substantially in the form of Exhibit           3(b)(5) to
this Agreement.
| | ---------------------------------------------------------------------------------------------------------------------

(c)        In
addition each of the Investors shall sign and deliver to Camtek the standard
          undertaking required by the Office of the Chief Scientist (the OCS
          Undertaking), currently in the form attached hereto as Exhibit
          3(c).

All
such transactions and actions listed in this Section 3 above to take place at the Closing,
shall be deemed to take place simultaneously and no transaction or action shall be deemed
to have been completed or taken and no document or instrument shall be deemed delivered,
until all such transactions and actions have been completed and taken and all required
documents and instruments delivered.

(d)        The
Investors Conditions to the Closing. The obligation of the           Investors
to close the transactions contemplated herein shall be subject to the           delivery
of the executed Debentures, the executed Registration Rights Agreement           and all
other agreements and documents to be delivered to the Investors on or           prior to
the Closing.

Furthermore, the Investors shall
not be obligated to consummate the investment contemplated herein if an event or a series
of events occur on or prior to the Closing Date, which constitutes an Event of Default (as
such term is defined herein)

(e)        Camteks
Condition to the Closing. The obligation of Camtek to close           the
transactions contemplated herein shall be subject to the receipt by Camtek           of
the total aggregate amount of the Loan from the Investors.

13

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(f)       
          If any of the conditions set forth in this Section 3 is neither satisfied nor
          waived by the Closing Date, each party for whose benefit such condition must be
          satisfied may terminate this Agreement by notice to the other party, in which
          event it shall not have any further liability to the other parties under this
          Agreement and any other agreement or undertaking made or delivered hereunder and
          this Agreement and such other agreements and undertakings shall be deemed null
          and void for any and all purposes.

|4. | CERTAIN
COVENANTS OF CAMTEK FOLLOWING THE CLOSING
|-- | -------------------------------------------------

(a)       
          Financial Covenants. Camtek agrees that as of the date hereof and for so
          long as the Debentures have not been redeemed, repurchased, repaid or converted
          in full: (A) the shareholders equity of Camtek (as
          reflected in Camteks quarterly consolidated financial statements, which
          shall be prepared in accordance with GAAP) (i) shall not be below US$45 million;
          provided, however, that (x) as a result of dividend distributions only,
          the shareholders equity may decrease below US$45 million but in no event
          shall it be below US$40 million, and (y) such shareholders equity may
          decrease by not more than 10% (i.e., to US$ 40.5 million, subject to the
          dividend distribution adjustments described in sub-section (x) above in which
          event it may decrease to up to US$36 million) provided that such deviation is
          cured within three consecutive financial quarters immediately following the
          financial quarter in which such decrease had occurred, and (ii) represent less
          than 55% of the total assets of Camtek as reflected in its balance sheet for the
          relevant period, provided that such total assets shall not include assets
          acquired after the date hereof and reflected in the balance sheets as a result
          of transactions that were approved in advance by the Investors; and
          (B) the net Loss (as reflected in Camteks financial
          statements, which shall be prepared in accordance with GAAP) shall not exceed an
          aggregate of US$10 million in (a) any single financial quarter; or (b) any year.

(b)       
          Transactions with Affiliates. For so long as the Debentures have not been
          redeemed, repurchased, repaid or converted in full, Camtek agrees that except
          for the arrangements specified in this Agreement, Camtek will not enter into, or
          be a party to, any transaction, arrangement or agreement with any Affiliate (as
          defined below) other than the transactions currently in place, which are listed
          in Exhibit 4(b) attached hereto without the Investors
          prior written consent, which consent shall be withheld only for reasonable
          reasons. For the avoidance of doubt, a material amendment of the terms of the
          transactions listed in said Exhibit 4(b) shall also require
          the Investors prior written consent. For purposes of this Agreement, the
          term Affiliate shall mean, any individual or any type of
          entity whether incorporated or not which, directly or indirectly through one or
          more intermediaries, controls or is under common control with Camtek. The term
          control shall have the meaning ascribed to such term in the
          Israeli Securities Law-1968.

14

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(c)       
          For so long as the Debentures have not been redeemed, repurchased, repaid or
          converted in full, unless Camtek receives the Investors prior written
          consent, the aggregate amount of loans granted or made available to Camtek and
          its subsidiaries (excluding the Loan granted by the Investors pursuant to this
          Agreement, other than existing loans and an aggregate amount of 5 million
          dollars out of banks credit lines approved and/or made available to Camtek
          as of the date hereof) shall not exceed US$15 million; provided, however, that
          such consent shall not be required with respect to loans which would not have
          caused Camtek not to meet the threshold described in Section 4(a)(A)(ii) above
          had financial statements been prepared in accordance with GAAP on the date
          following the receipt of such loan.

|5. | THE
DEBENTURES
|-- | --------------

Description of the Debentures.
Camtek will authorize the issue and delivery of the Debentures in the aggregate principal
amount of US$5,000,000.

The
term of the Debentures shall commence upon the Closing and shall terminate at the end of
the fifth anniversary of the Closing. The Debentures shall be convertible, in whole or in
part, into such number of issued and outstanding Ordinary Shares of Camtek as determined
by dividing (x) the principal amount of the Debentures outstanding and to be converted at
such time by (y) the Conversion Price (as defined below). Subject to the Default
provisions set forth below, (i) the principal shall be repaid in three equal annual
payments commencing at the end of the third anniversary of the Closing; provided,
however, that prior to each payment date, the Investors, at their sole discretion, may
elect, by giving an irrevocable written notice to Camtek, at least seven (7) Business Days
prior to a payment date, to have any portion of the principal be deferred and repaid on
the fifth anniversary of the Closing; (ii) the Debentures shall bear dollar denominated
interest, payable quarterly, at a floating annual rate equal to the then applicable 3
months LIBOR plus 2.1%, in each case with such interest payment being
supplemented by applicable value added tax; provided, however, that any interest accrued
and unpaid on the date on which the conversion of the Debentures is effected shall become
immediately payable on such date of conversion; and (iii) be otherwise substantially in
the form attached hereto as Exhibit 5(a). For the avoidance of doubt,
the Debentures may not be prepaid without the Investors prior consent. Interest on each of
the Debentures shall be computed on the basis of a 360 day year. For the purposes of this
Section 5, any payment due to be made on a day which is not a Business Day shall be
deferred to the next Business Day.

|6. | EVENTS
OF DEFAULT AND REMEDIES THEREFOR
|-- | ---------------------------------------

(a)       
          Events of Default. Any one or more of the following shall constitute an
          Event of Default as the term is used herein:

| | (1)        a
default in the payment of interest on the Loan when due and such default shall
          continue for more than three Business Days;
| | -------------------------------------------------------------------------------------------------------------------------------------------------

| | (2)        a
default in the payment of the principal at the expressed or any accelerated           due
date and such default shall continue for more than three Business Days;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | (3)        a
default in the payment when due of the principal of or interest on any Debt of
          Camtek to a bank or another financial institution or pursuant to which the
          creditor has a registered Security Interest over assets, having an unpaid
          principal amount in excess of US$ 300,000 (three hundred thousand USD) (whether
          by lapse of time, by declaration, by call for redemption or otherwise), and
such           default or event shall continue beyond the period of grace, if any,
allowed with           respect thereto; provided, however, that the provisions of this
Section 6(a)(3)           shall not apply to legitimate disputes in the ordinary course
of the business of           Camtek;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (4)        a
default in the observance or performance of the covenants set forth in Section
          4 of this Agreement;
| | --------------------------------------------------------------------------------------------------------------------------

| | (5)        any
representation or warranty made by Camtek under Section 2 hereto, is found           to
be untrue in any material respect as of the Closing Date and has a Material
          Adverse Effect on the date on which the Investors notify Camtek of the
          occurrence of an Event of Default, provided that the Investors shall have
          provided Camtek of such notification no later than within 30 days after they
          have learned of such untrue representation or warranty;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (6)        Camtek
is generally not paying its debts (other than legitimate disputes in the
          ordinary course of business) as they become due or makes an assignment for the
          benefit of creditors, or Camtek causes or suffers an order for relief being
          entered with respect to it under applicable bankruptcy law or applies for or
          consents to the appointment of a custodian, trustee or receiver for or over all
          the assets of Camtek or a substantial part thereof;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (7)        a
custodian, liquidator, trustee or receiver is appointed for or over all of the
          assets of Camtek or substantially all of its assets and is not discharged
within           90 days after such appointment; or
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (8)        bankruptcy,
arrangement or insolvency proceedings, or other proceedings for           relief under
any bankruptcy or similar law or laws for the relief of debtors,           are instituted
with respect to Camtek by or against Camtek and, if instituted           against Camtek,
are consented to or are not dismissed within 90 days after such           institution.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(b)       
          Notice to the Investors. When any Event of Default described in Section
          6(a) has occurred and becomes known to Camtek, Camtek shall give a written
          notice to the Investors within three Business Days of the day such event became
          known to Camtek.

(c)       
          Acceleration of Maturities. When any Event of Default described in
          paragraphs (1) through (5), inclusive, of Section 6(a) has happened and is
          continuing and has not been cured within five (5) business days after receiving
          a written notice to such effect from the Investors (the Cure
          Period), the Investors may, by notice in writing sent to Camtek,
          declare the Debenture due and payable, provided, however that with respect to
          the Event of Default described in paragraph (5) the Investors may so declare the
          Debenture due and payable only 10 days after the delivery of a notice pursuant
          to said paragraph (5) above.

16

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When any Event of Default described
in paragraphs (6), (7), or (8) of Section 6(a) has occurred, then the Debentures shall
immediately become due and payable without presentment, demand or notice of any kind, all
of which are hereby expressly waived. Upon the Debentures becoming due and payable as a
result of any Event of Default as aforesaid, Camtek will forthwith pay to the Investors
all principal of and interest accrued on the Debentures, together with applicable value
added tax. Such amounts shall be supplemented by additional interest accrued thereon at an
annual rate of 5% from the date when the Event of Default has occurred and until the
payment date. Neither any course of dealing on the part of the Investors nor any delay or
failure on the part of the Investors to exercise any right shall operate as a waiver of
such right or otherwise prejudice the Investors rights, powers and remedies. Camtek
further agrees, to the extent permitted by law, to pay the Investors all reasonable
expenses incurred by them in implementation of their rights, powers and remedies under
this Section 6(c).

|7. | CONVERSION
|-- | ----------

| | (a)        Right
to Convert. Each Debenture shall be convertible, in whole or in           part, at
the option of the Investors, at any Business Day after the Closing           Date, into
such number of issued and outstanding Ordinary Shares of Camtek (the           Underlying
Shares) as determined by dividing (i) the           principal amount of such
Debenture outstanding and to be converted at such time           by (ii) the Conversion
Price. The initial Conversion Price per share shall be           US$5.5 (the Initial
Conversion Price); provided, however,           that the Initial Conversion
Price shall be subject to the adjustments more fully           set forth herein (the
Initial Conversion Price, as adjusted, shall be referred           to as the Conversion
Price).
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)        Mechanism
of Conversion. Before an Investor shall be entitled to convert           any part of
its Debenture into Underlying Shares it shall give an irrevocable           written
notice to Camtek at its registered office, of the election to convert           the same,
together with the presentment of the Debenture. Camtek shall, as soon           as
practicable thereafter but in any event by no later than ten (10) Business           Days
commencing on the date it received the notice of conversion and the           Debenture
pursuant to the provisions herein, issue and deliver to such Investor,           in
exchange for the Debenture in the Investors possession (i) a           certificate
or certificates for the number of Underlying Shares to which the           Investor shall
be entitled as aforesaid, and (ii) a new Debenture for the           balance of the
unconverted principal amount of the Loan. Subject to applicable           laws, such
conversion shall be deemed to have been made, in the relations           between the
converting Investor and Camtek, one Business Day following the date           on which
the Debenture was to be converted, and the Investor shall be treated           for all
purposes as the record holder of such shares as of such date.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)        Conversion
Price Changes.
| | ------------------------------------

| | (1)
            Camtek shall take all necessary actions to change the Conversion Price of the
          Debentures from time to time as follows:
| | ------------------------------------------------------------------------------------------------------------------------------------------------

| | (i)        In
the event that the average closing price (the  First
Average Closing Price) of the shares of Camtek, as reported on Nasdaq for the
sixty (60) consecutive trading days immediately preceding the first anniversary of the
Closing (the First Period) is lower than the Conversion Price
in effect on such date, the Conversion Price in effect on such date shall be reduced to
equal the higher of the First Average Closing Price, and US$2.00.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

17

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| | (ii)        In
the event that the average closing price (the Second Average Closing Price)
of the shares of Camtek, as reported on Nasdaq for the sixty (60) consecutive trading
days immediately preceding the second anniversary of the Closing (the Second
Period) is lower than the Conversion Price in effect on such date, the
Conversion Price in effect on such date shall be reduced to equal the higher of the
higher of the Second Average Closing Price and US$2.00.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iii)        Notwithstanding
anything to the contrary herein, in the event that Camtek is (a) acquired in its entirety
or (b) is consolidated or merges with or into any third party in a transaction pursuant
to which the shareholders of Camtek immediately prior to such transaction do not hold at
least 51% of the shares of the surviving entity immediately following such transaction
(each, an Exit Transaction), then if such Exit Transaction is
consummated prior to the third anniversary of the Closing, at an effective price per
Camtek share, which, when multiplied by 70% (the ExitDiscounted PPS),
is lower than the Conversion Price in effect on such date, then the Conversion Price
shall automatically be adjusted to equal the Exit Discounted PPS; provided, however,
that if such Exit Discounted PPS is lower than $2.00, Camtek may issue shares upon
conversion of the Debentures on the basis of a conversion price of $2.00 and pay the
Investors, upon such conversion, an additional amount equal to the difference between (i)
the value of the shares that would have been issued had the conversion price been equal
to the Exit Discounted PPS and (ii) the value of the shares that were issued on the basis
of the $2.00 conversion price. If such Exit Transaction is consummated following the
third anniversary of the Closing, the same mechanism would apply; provided, however, that
the 70% number set forth above would be replaced by 65%"
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iv)        If
Camtek shall subdivide or combine its Ordinary Shares, the Conversion Price           in
effect on such date shall be proportionately reduced, in case of subdivision           of
shares, as at the effective date of such subdivision, or if Camtek shall fix           a
record date for the purpose of so subdividing, as at such record date,
          whichever is earlier, or shall be proportionately increased, in the case of
          combination of shares, as at the effective date of such combination, or, if
          Camtek shall fix a record date for the purpose of so combining, as at such
          record date, whichever is earlier.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (v)        If
Camtek at any time shall pay a dividend payable in additional Ordinary Shares
          or other securities or rights convertible into, or entitling the holder thereof
          to receive directly or indirectly, additional Ordinary Shares (hereinafter
          referred to as the Ordinary Share Equivalent), then the
          Conversion Price shall be adjusted, as at the date Camtek shall fix as the
          record date for the purpose of receiving such dividend (or if no such record
          date is fixed, as at the date of such payment), to that price determined by
          multiplying the Conversion Price by a fraction,(a) the numerator of
          which shall be the total number of Ordinary Shares outstanding immediately
prior           to such dividend (plus, in the event that Camtek paid cash for fractional
          shares, the number of additional shares which would have been outstanding had
          Camtek issued fractional shares in connection with such dividend), and (b) the
          denominator of which shall be the total number of Ordinary Shares outstanding
          including those issuable with respect to such Ordinary Share Equivalents.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2)           If
at any time prior to the conversion or repayment of the Debentures Camtek           shall
distribute a dividend in liquidation or partial liquidation or by way of           return
of capital, or a dividend payable out of earnings or surplus legally           available
for dividends, the Conversion Price shall be reduced by an amount           equal to the
per-share distribution on the record date fixed for the purpose of           such
distribution.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

18

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| | (3)
          Notwithstanding the foregoing, in the event that the Investors shall receive an
          aggregate cash consideration in connection with any sale or other disposition
of           all of the Underlying Shares, in one transaction or disposition or a series
or           number of transactions or dispositions (whether related or not), and such
          aggregate consideration (i) exceeds two times the aggregate Conversion Price
          paid by the Investors to Camtek for such Underlying Shares, and (ii) reflects
an           IRR on the Loan of at least 33%, then the Investors shall, jointly and
          severally, pay Camtek, within 7 days after the last sale or disposition of
          Underlying Shares, an aggregate of 50 cents for each US$1.00 dollar received by
          them in excess of the higher of (i) and (ii) above.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Notwithstanding
the foregoing, publicly traded securities received by the Investors as consideration for
the sale or other disposition of Underlying Shares shall be deemed cash
consideration as of the date on which all of such tradable securities may be freely
sold by the Investors without any restrictions and where the volume of trade during the
trading week starting on such date exceeds ten times the number of shares held by the
Investors.

(d)        No
Impairment

Camtek
shall act in good faith in the performance of this Agreement and as such will not, through
any reorganization, recapitalization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary action, intentionally
avoid or seek to avoid the observance or performance of any of the terms to be observed or
performed hereunder by Camtek.

(e)       
          No Fractional Shares and Certificate as to Changes

| | (1)        No
fractional shares shall be issued upon conversion of any Debenture, and the
          number of Underlying Shares to be issued shall be rounded down to the nearest
          whole share (with cash being paid by Camtek for any unissued fractional
shares).
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2)        Upon
the occurrence of an event requiring an adjustment or change of the           Conversion
Price, Camtek shall, at its expense, furnish to the Investors, by no           later than
seven (7) Business Days following the occurance of such an event, a           certificate
setting forth each adjustment or change and showing in detail the           facts upon
which such adjustment or change is based.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(f)        Notices
of Record Date

In
the event of any taking by Camtek of a record of the holders of any class of securities
for the purpose of determining the holders thereof who are entitled to receive any
dividend (including a cash dividend) or other distribution, any right to subscribe for,
purchase or otherwise acquire any shares of any class or any other securities or property,
or to receive any other right, Camtek shall mail to the Investors a notice, which shall be
sent simultaneously with the notice sent to other shareholders of Camtek, specifying the
date on which any such record is to be taken for the purpose of such dividend,
distribution or right, and the amount and character of such dividend, distribution or
right.

19

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(g)        Reservation
of Shares Issuable Upon Conversion

Camtek
shall at all times as long as all or any portion of the Debentures remains outstanding,
reserve and keep available out of its authorized but unissued Ordinary Shares solely for
the purpose of effecting the conversion of the Debentures such number of its Ordinary
Shares as shall from time to time be sufficient to effect the full conversion of the
Debentures; and if at any time the number of authorized but unissued Ordinary Shares shall
not be sufficient to effect such conversion, in addition to such other remedies as shall
be available to the Investors by law, Camtek will take such corporate action as may be
necessary to increase its authorized but unissued Ordinary Shares to such number of shares
as shall be sufficient for such purposes.

|8. | RESTRICTIONS
ON SALES. Each Investor represents, warrants and undertakes           that such
Investor nor any Affiliate of such Investor which (x) has or shares           discretion
relating to such Investors investments or trading or           information
concerning such Investors investments, including in respect of           the
Securities, or (y) is subject to such Investors review or input
          concerning such Affiliates investments or trading, will, directly or
          indirectly, during the ninety (90) consecutive trading day period immediately
          preceding the commencement of each of the First Period and the Second Period
and           throughout such periods engage in (i) any short sales (as such
term           is defined in Rule 3b-3 promulgated under the US Exchange Act) of the
Camtek           shares, including, without limitation, the maintaining of any short
position           with respect to, establishing or maintaining a put equivalent
          position (within the meaning of Rule 16a-1(h) under the US Exchange Act)
          with respect to, entering into any swap, derivative transaction or other
          arrangement (whether any such transaction is to be settled by delivery of
Camtek           shares, other securities, cash or other consideration) that transfers to
          another, in whole or in part, any economic consequences or ownership, or
          otherwise dispose of, any of the Securities by the Investor or (ii) any hedging
          transaction which establishes a net short position with respect to the
          Securities (clauses (i) and (ii) together, a Short Sale);
          except for Short Sales by the Investor or an Affiliate of such Investor to the
          extent that such Investor or Affiliate of such Investor is acting in the
          capacity of a broker-dealer executing unsolicited third-party transactions.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|9. | MISCELLANEOUS
|-- | -------------

(a)       
          Exhibits. The Exhibits attached to this Agreement constitute a part of
          this Agreement. They are incorporated herein by reference and shall have the
          same force and effect as if set forth in full in the main body of this
          Agreement.

20

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(b)       
          Governing Law; Forum for Dispute Resolution. This Agreement shall be
          governed by the laws of Israel. Any dispute arising under or with respect to
          this Agreement shall be resolved exclusively in the appropriate court in Tel
          Aviv, Israel.

(c)       
          Notices.

All
notices required or permitted hereunder to be given to a party pursuant to this Agreement
shall be in writing and 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, (iii) if given by air
courier, five business days following the date it was sent or (iv) if mailed by registered
mail, return receipt requested, two business days following the date it was mailed, to
such partys address as set forth below or at such other address as such party shall
have furnished to each other party in writing in accordance with this provision:

|                     |                                    
|-------------------- | -----------------------------------
|if to Camtek:        | Camtek Ltd.                        
|                     | the Industrial Park of Ramat Gavria
|                     | Migdal Ha'Emek                     
|                     | PO.Box 544                         
|                     | 23150, Israel                      
|                    
|if to the Investors: | The Investors                      
|                     | c/o FIMI 2001 Ltd.                 
|                     | "Rubinstein House"                 
|                     | 37 Menachem Begin Road             
|                     | Tel Aviv, Israel                   
|                     | Fax: 03-5652245                    

Each
party may from time to time change the address or fax number to which notices to it are to
be delivered or mailed hereunder by notice delivered or sent to the other party in
accordance herewith; provided, however, that any notice of change of address shall be
deemed effective only upon its receipt.

(d)       
          Expenses. At the Closing, Camtek shall pay the fees and expenses of the
          Investors in connection with the negotiation and consummation of this
          transaction, up to an aggregate amount of US$ 45,000 plus applicable value added
          tax.

(e)       
          Entire Agreement. This Agreement constitutes the entire agreement among
          the parties regarding the transactions contemplated herein and therein, and may
          not be amended except in writing, signed by Camtek and FIMI Opportunity Fund,
          L.P. and FIMI Israel Opportunity Fund on behalf of all Investors.

(f)       
          Headings. The headings contained in this Agreement are solely for
          convenience of reference and shall not affect the interpretation of this
          Agreement.

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(g)       
          Counterparts. This Agreement may be executed in one or more counterparts,
          each of which shall be deemed an original, but all of which together shall
          constitute one and the same instrument.

(h)       
          Successors and Assigns; Assignment. Except to the extent set forth
          herein, neither Camtek nor any Investor may sell, assign, transfer, or otherwise
          convey any of its rights or delegate any of its duties under this Agreement,
          except that either party may assign this agreement in whole as part of a merger
          acquisition provided in each case that the assignee shall undertake in writing
          towards the other parties hereto to assume and abide by all the terms hereunder,
          mutatis mutandis.

Notwithstanding any provision of this
Agreement to the contrary, the Investors may assign or otherwise transfer their rights
under this Agreement only together with the relative portion of the Debentures
corresponding to the assigned and transferred rights: (i) to a
Permitted Transferee, as defined below, provided that such assignment or transfer made to
entities and/or persons included in clauses (i) to (iii) of such definition, shall be
permitted only if made in the framework of a distribution of assets to partners and
shareholders of the transferor; or (ii) to such entity or person
approved by Camtek in writing and in advance (which approval shall not be unreasonably
withheld). Notwithstanding the foregoing, such approval shall not be required with respect
to transferees which are Israeli insurance companies, Israeli provident funds and/or
Israeli study funds (kranot hishtalmut); all provided, thateach such
transfer shall comply with all applicable securities laws and the transferees shall agree
in writing towards Camtek to be bound by any restrictions applicable to the Investors
under this Agreement and otherwise and to the extent required shall also sign the OCS
Undertaking, and further provided that no assignment or transfer pursuant to clause
(ii) above will be made without Camteks prior written approval (which may be granted
or denied for reason or for no reason at Camteks sole discretion) if it results in
decreasing the aggregate portion of FIMI Opportunity Fund, L.P. and FIMI Israel
Opportunity Fund in the Debentures to less than 51%.

It is being clarified that the right
and authorization of FIMI Opportunity Fund, L.P. and FIMI Israel Opportunity Fund to take
or exercise any action on behalf of the Investors or any right granted to the Investors
hereunder (including the right to agree to an amendment to this Agreement or declare that
an Event of Default had occurred, on behalf and in the name of all the Investors), as
provided in Section 9(i) below, shall survive any assignment and transfer of rights and
may not be assigned itself, and FIMI Opportunity Fund, L.P. and FIMI Israel Opportunity
Fund shall, notwithstanding any assignment and transfer, continue to be deemed for all
intents and purposes as the duly authorized representatives of all the Investors.

Except as otherwise expressly limited
herein, this Agreement shall be binding upon and inure to the benefit of and be
enforceable by the Investors and Camtek and their successors.

For the purpose of this Section 9(h),
a Permitted Transferee shall mean with respect to each Investor (i) its
partners, (ii) the shareholders of such partners, (iii) any entity controlled by,
controlling, or under common control with, either such Transferor or FIMI 2001 Ltd., or
(iv) any other Investor.

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(i)        Exercise
of rights. Any action on behalf of the Investors (including           without
limitation the grant of any approvals) or the exercise of any right           granted to
the Investors (other than the right to transfer the Debenture and           Underlying
Shares, the right to defer payment under Section 5 and the right to           convert the
Debenture under Section 7, all subject to the terms and conditions           contained
herein) shall be taken or exercised (as applicable) only by FIMI           Opportunity
Fund, L.P., and FIMI Israel Opportunity Fund and said two entities           shall, for
all intents and purposes be the duly authorized representatives of           all the
Investors, and any and all notices required or permitted hereunder to be           given
to an Investor pursuant to this Agreement shall be deemed to have been           duly
given to each Investor if sent to FIMI Opportunity Fund, L.P. and FIMI           Israel
Opportunity Fund.

(j)       
          Delays or Omissions; Waiver. No delay or omission to exercise any right,
          power, or remedy accruing to either Camtek or the Investors upon any breach or
          default by the other party under this Agreement shall impair any such right or
          remedy nor shall it be construed to be a waiver of any such breach or default,
          or any acquiescence therein or in any similar breach or default thereafter
          occurring.

(k)       
          Further Actions. At any time and from time to time, each party agrees,
          without further consideration, to take such actions and to execute and deliver
          such documents as may be reasonably necessary to effectuate the purposes of this
          Agreement.

(l)       
          Manner of Payment. All payments that are paid to the Investors pursuant
          to this Agreement shall be paid in U.S. Dollars to the Investors to their
          respective bank accounts set forth in Exhibit 8(l) attached
          hereto or such other bank account(s) as shall be designated by or on behalf of
          the Investors from time to time in a written notice sent to Camtek by the
          Investors. Camtek shall make such payments to such bank account by initiating
          such payments on a banking day, before 11.00 a.m., Israel time, by bank wire
          transfer in immediately available funds, marked for attention as indicated.

[The Remainder of this
Page Intentionally Left Blank]

IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written.

Camtek Ltd.
By: _______________________
Name: _______________________
Title: _______________________

|                            |                                                  
|--------------------------- | -------------------------------------------------
|FIMI Opportunity Fund, L.P. | FIMI Israel Opportunity Fund, Limited Partnership
|By: FIMI 2001 Ltd.          | By: FIMI 2001 Ltd.                               
|By: ____________________    | By: _______________________                      
|Name: ________________      | Name: _______________________                    
|Title:__________________    | Title: ________________________                  

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# Exhibit 3(b)(4)

Date: August
24th, 2005To: the Investors

Pursuant to Section 3(b)(4) of the
Convertible Loan Agreement dated August 8, 2005 among Camtek Ltd. (the
Company) and the Investors (the Agreement), we hereby certify that
as of the date hereof (and except only as set forth in the amended disclosure schedule,
attached hereto as ExhibitA:

Subject to Section 3(a) of the
Agreement, Camtek has obtained all Required Approvals to be obtained by it in connection
with the transactions contemplated by the Agreement and all such consents are in full
force and effect.

All capitalized terms shall have the
respective meanings attributed to them in Agreement.

Very truly yours,
____________________________

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