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**Exhibit
  4.30**

AGREEMENT

Drawn up and signed in Ramat Gan on May 11, 2003

Between:              
  Nur Macroprinters Ltd.Public Company 52-003986-8of 12 Abba Hillel Silver St., Lod(hereinafter: NMP)

| | of
      the one part
| | ---------------------

And:                      
  Gera EronID No. 050722719of 50 Haseifan St., Tel-Mond(hereinafter: Eron)

Ogen Dialogix Ltd.Private Company 51-283374-0of 50 Haseifan St., Tel-Mond(hereinafter: Ogen)(Eron and Ogen, jointly and severally, hereinafter: Gera)

| | of
      the second part
| | ------------------------

And between:       
  Nur Pro Engineering Ltd.Private Company 51-283551-3of 8-10 Hamelacha St., Rosh Haayin(hereinafter: NPE)

| | of
      the third part
| | -----------------------

|Whereas               | NPE was
      established by in accordance with a founders agreement dated September
      30, 1999, drawn up between NMP and Gera (hereinafter: the Founders
      Agreement) and its shares are held in equal shares by NMP and
      Ogen;                                                                                                                                                                                                                                                                                                                                                                                               
|--------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|**And
      whereas** | in
      accordance with provisions of the Founders Agreement, the Articles
      of Association of NPE (hereinafter: **the Articles**)
      and the composition and framework agreement for development work, of October
      4, 1999, both drawn up between NPE and NMP (hereinafter jointly:
      **the work agreements**),
      NPE has been engaged since its establishment in joint operations, as defined
      in the Founders Agreement, which include implementation for NMP of
      development and assembly work of printer series of NMP known as Blueboard
      and Fresco (hereinafter: **the existing printers**);
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|And
      whereas     | NMP and
      Gera wish to terminate the cooperation between them in the framework of
      NPE and/or in everything connected with the joint fields of operation, as
      defined in the Founders Agreement, including that NMP will purchase
      from Ogen all its NPE shares (hereinafter: the purchased shares);                                                                                                                                                                                                                                                                                                                      

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|And
      whereas | the parties
      wish to arrange and establish in writing the conditions, which will apply
      to the termination of the cooperation between them in the framework of NPE
      and the method in which they will divide its assets and liabilities between
      them, and the acquisition of the shares purchased by NMP from Ogen, and
      all as set forth in this Agreement.
|----------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Therefore,
  it is agreed, declared and conditioned between the parties as follows:

|1.  | Preamble
      and interpretation                                                                                                                 
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                   
|1.1 | The appendices
      and the preamble to this Agreement are an integral part thereof.                                                             
|    |                                                                                                                                                   
|1.2 | The headings
      to the clauses in this Agreement are for convenience and referral only and
      should not be used to interpret the Agreement.
|    |                                                                                                                                                   
|1.3 | The appendices
      to this Agreement include:                                                                                                   
|    |                                                                                                                                                   

| | (a)     
      Appendix 2.2(c)1 - the DGP machine;                                                                                                   
| | -----------------------------------------------------------------------------------------------------------------------------------------------------
| | (b)     
      Appendix 2.2(c)2 - NPEs customers, which will be included in Other
      Work;                                                       
| | (c)     
      Appendix 3.1 - the equipment purchased;                                                                                               
| | (d)     
      Appendix 4.2 - interim stages;                                                                                                        
| | (e)     
      Appendix 4.3a - document of intentions;                                                                                               
| | (f)      
      Appendix 4.3b - diagram;                                                                                                             
| | (g)      Appendix
      5.4 - key of schedule of Ogens payments to NPE during the interim
      period, including the division of employee costs;   
| | (h)     
      Appendix 6.1(b) - required documentation;                                                                                             
| | (i)      
      Appendix 9.4 - Share certificate and the shares transfer deed;                                                                       
| | (j)      
      Appendix 9.12 - debenture and form giving details of liens;                                                                          
| | (k)     
      Appendix 9.13  cancellation letter                                                                                                   
| | (l)       Appendix
      10.1(c) - list of employees on the date of termination, including the
      mixed employees who will be transferred to Ogen.

|2.  | Termination of
      joint operations                                                                                                                                                                                                                                                                                                                            
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                  
|2.1 | During the period starting
      from April 1, 2003 (hereinafter: the Relevant Date) and
      ending on March 31, 2004 (hereinafter: the Termination Date)
      the parties will terminate their joint operations in the framework of NPE,
      including NMP purchasing from Ogen the purchased shares, and all this as
      detailed in this Agreement.
|    |                                                                                                                                                                                                                                                                                                                                                                  
|2.2 | Termination of the joint
      operations of the parties in the framework of NPE will be implemented in
      the following way:                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                  

| | (a) | Ogen
      will purchase the Purchased Equipment from NPE as detailed in clause 3 below;                                                                                                                                                                                                                                                                                                                                                                                  
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (b) | On
      the Relevant Date until the Termination Date (hereinafter: the
      Interim Period) NPE will continue to carry out the production
      and assembly work of NMP printers (hereinafter jointly: Nur Printers),
      including the existing printers and the Tempo and Salsa printers and/or
      other printers that NMP will choose to transfer for execution in NPEs
      plant (hereinafter: the New Printers) as detailed in
      clause 4 below;

-2-

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| | (c) | During
      the Interim Period NPE will execute on behalf of Gera development, production
      and assembly work of the machine to print on safety glass known as DGP,
      as described in Appendix 2.2(c)1 to this Agreement (hereinafter:
      the DGP Machine), and other development, production and
      assembly work for Gera and their customers, including for the customers
      detailed in Appendix 2.2(c)2 who, up to the relevant date, were customers
      of NPE (hereinafter: the Other Work) as detailed in clause
      5 below;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (d) | During
      the Interim Period Ogen will continue to provided management services to
      NPE, and NPE will pay Ogen the debt for management services to which Ogen
      is entitled for the period prior to the Relevant Date (hereinafter: the
      Management Fees Debt) as detailed in clause 6 below;                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (e) | NPE
      will repay the owners loan provided to it by Ogen (hereinafter: the
      Owners Loan) as detailed in clause 7 below;                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (f) | NPE
      will distribute to Ogen and to NPE a dividend for its accumulated profits,
      as detailed in clause 8 below;                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (g) | NMP
      will purchase the purchased shares from Ogen, as detailed in clause 9 below;                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (h) | On
      the termination date the cooperation between the parties in the framework
      of NPE will terminate, as detailed in clause 10 below.                                                                                                                                                                                                                                                                                                                                                                                                                

| | 2.3 | It is
      hereby clarified and agreed that the termination of the cooperation between
      the parties in the framework of NPE, as mentioned in clause 2.2 above and
      as detailed in this Agreement, will be performed with the purpose and intention
      that after the termination date, subject to full compliance with the obligations
      of payments by NPE and NMP to Gera, Gera will not have any additional right
      in NPE, NMP will continue to carry out the production and assembly work
      of the Nur printers (whether in the framework of NPE or in another framework),
      while Ogen (itself or through another company controlled by Eron) will continue
      to make use of the Purchased Equipment in order to perform the development
      and production work of the DGP Machine (hereinafter: the DGP work)
      and the Other Work.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | 3.  | Acquisition
      of the equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | 3.1 | The list
      attached to this Agreement as Appendix 3.1 includes equipment and
      assets, which Ogen wishes to purchase from NPE including equipment and assets
      used for the production and assembly of the DGP Machine, including machinery,
      tooling, production software, etc (hereinafter jointly: the Purchased
      Equipment).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     | The Purchased
      Equipment does not include equipment and assets used and/or that will be
      used by NPE in the development, production and assembly of Nur printers,
      including machinery, tooling, spare parts, production software, etc. (hereinafter
      jointly: the Printers Equipment).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | 3.2 | On the
      Relevant Date Ogen will purchase the Purchased Equipment and in consideration
      will pay NPE an amount of NIS 187,000 plus VAT as required by law (hereinafter:
      the Equipment Consideration). The Equipment Consideration
      will be paid to NPE in 4 equal monthly installments of NIS 46,750 each (linked
      to the consumer price index based on the known index on March 31, 2003 until
      the date of payment), and this as of the first month after the Relevant
      Date up to the end of the fourth month from the Relevant Date. The ownership
      and possession of the Purchased Equipment will be transferred to Ogen on
      completion of payment for the Equipment Consideration, free of any lien,
      charge, attachment, pledge or any other third party right.                                                           

-3-

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|3.3 | Notwithstanding
      the provisions of clause 3.2 above, on receipt of the ownership of the Purchased
      Equipment Ogen will not remove the equipment from NPEs plant (hereinafter:
      the Plant), and up to the end of the Interim Period the
      purchased equipment will continue to be used by NPE in its operations, as
      mentioned in clause 4 below and, subject to reasonable wear and tear, NPE
      will maintain the purchased equipment and perform current maintenance work
      according to those safeguarding and maintenance procedures, which were applied
      by NPE regarding the printers equipment. Without derogating from the aforesaid
      it is hereby agreed that the Isuzu vehicle will be transferred for Geras
      use together with the transfer of ownership of the purchased equipment.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|3.4 | Regarding
      the inventory of spare parts and parts owned by NPE the following provisions
      will apply:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

| | (a) | The
      value of the inventory, which is in the framework of the preparation of
      the financial report (as defined in clause 8.1 below) will be reduced to
      0, and this not as agreed by Gera, will be transferred gratis to the ownership
      of Gera within 30 days from completing the said financial report;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                              
| | (b) | The
      inventory known as the Gera Warehouse (which is not used for
      the production, assembly and maintenance of the Nur printers and whose value
      in NPEs books is 0) - will be divided equally (as far as possible)
      between Gera and NPE, and half of it will be transferred gratis to Gera;         
| |     |                                                                                                                                                                                                                                                                                                                              
| | (c) | The
      balance of the inventory (i.e. which is not the inventory as mentioned in
      sub-clauses (a) and/or (b) above) - will remain in the ownership of NPE.                                                                                                                                                           

|    | Gera will
      be entitled to leave in NPEs warehouses the inventory, which will
      be transferred to his ownership (as mentioned in sub-clauses (a) and (b)
      above) provided that the inventory will be marked and separated in such
      a way that will facilitate a separation between it and NPEs inventory.
      NPE will not be entitled to payment for the storage of this inventory, while
      Gera will not be entitled to payment should NPE makes use, in coordination
      with Gera, of items included in the inventory.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|4.  | Interim
      period                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|4.1 | During
      the interim period NPE will perform the following work:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

| | (a) | The
      production and assembly of the Nur printers (hereinafter: the Printers
      Work);                    
| | --- | -------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                    
| | (b) | The
      DGP work and other work (hereinafter: the Gera work)
      subject to the conditions of clause 5 below.
| |     |                                                                                                                    

| | In every
      case NPE will give preference to performing the Printers Work, provided
      that should the volume of the Printer Work together with the Gera Work exceed
      the production capacity of the plant, Ogen will be permitted to make use
      of up to 10% of the plants production capacity.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

-4-

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|4.2 | During
      the Interim Period NPE will continue to carry out the printers work on the
      Existing Printers in accordance with the existing procedures on the relevant
      date, and will perform the Printer Work regarding the New Printers in accordance
      with procedures to be determined by agreement with NMP. The operations of
      NPE will change gradually during the Interim Period divided into four quarterly
      stages whose period and characteristics will be as detailed in Appendix
      4.2 to this Agreement. NMP will act to recruit additional personnel
      and to prepare additional production areas for NPE, if and as far as these
      may be required in order to perform the Printers Work on the New Printers.
      It is hereby clarified that these provisions are not an undertaking by NMP
      to perform the Printers Work on the New Printers, fully or partly, in the
      framework of NPE.                                           
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.3 | During
      the Interim Period NPE will be managed by Eron in the framework of the management
      services (as defined in clause 6.1 below). The management of NPE by Eron
      during the Interim Period will be performed in accordance with the principles
      described in the document attached to this Agreement as Appendix 4.3a
      (hereinafter: the Document of Intentions). Should, due
      to his other activities, Eron not devote the attention required to manage
      NPE and as a result the objects mentioned in the document of intentions
      will not be achieved, subject to a joint decision of Eron and NMP, a manager
      will be appointed on behalf of NMP who will be responsible for all the printers
      work in NPE and Gera will assist him by providing full cooperation. It is
      agreed that the appointment of such a manager by NMP will be the sole remedy
      that NMP will have against Gera by virtue of the document of intentions.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.4 | The diagram
      attached to this Agreement as Appendix 4.3b includes the organizational
      structure of NPE as will exist after the end of 90 days from the relevant
      date, where the functions and employees marked in the diagram in yellow
      will engage in Nur printers (hereinafter: the Printers Workers),
      the functions and the employees marked in the diagram in white will engage
      in Gera work (hereinafter: the Gera Workers), while the
      functions and employees marked in blue will engage both in the printers
      work and in Gera work (hereinafter: the mixed workers).
      It is hereby clarified that the printer workers will be responsible for
      all purchase of materials, parts and equipment required in order to perform
      the Printers Work.                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | At NMPs
      choice, the printers workers who on the relevant date are not engaged by
      NPE (including employees who will be recruited during the interim period
      for work in connection with Nur printers), will be engaged by NPE or directly
      by NMP, while those printers workers already engaged by NPE will continue
      to be engaged by NPE up to the end of the interim period. It is hereby clarified
      the printers workers who will be engaged directly by NMP, will be subject
      to NPEs organizational and management structure regarding everything
      connected with their work in the framework of the plant.                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.5 | During
      the Interim Period Gera will do his best to support and assist in training
      the Printers Workers in the use and operation of the Printer Equipment and
      performing the Printer Work, and this so that after the Termination Date
      those employees will be able to perform the Printer Work without the participation
      and support of Gera workers. Moreover, during the Interim Period NMP will
      be entitled, subject to the prior agreement of Gera, to place its employees
      in the NPE engineering team and in such a case Gera will train those people
      in performing the various tasks, and this in order that those remaining
      in the engineering team at the end of the Interim Period will be able to
      continue completing the tasks.                                                                                                                                                                                               

-5-

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|4.6 | Within
      90 days from the relevant date the employment of Gera workers by NPE will
      terminate, and including the payment by NPE to those employees of all their
      rights up to the date of termination of their employment. Gera workers who
      will be absorbed for work in the framework of Ogen will be entitled, at
      their choice, not to receive these payments but to keep the continuity of
      their rights, and this subject to signing suitable letters of release to
      NPE. Regarding employees who will so choose, NPE will transfer to Ogen the
      provisions made by NPE to their credit in the financial statements of NPE
      on March 31, 2003 plus funds accumulated to their credit from April 1, 2003
      up to the date of termination of their employment.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | At any
      time during the interim period NMP may, by giving prior notice of 30 days
      to NPE, terminate the employment by NPE of any of the engineering employees
      of NPE (excluding Ofer Shemesh) and in such a case the provisions of this
      clause 4.6 above with the necessary changes, will apply to the termination
      of employment of those employees in NPE and the possibility of their employment
      in Ogen. Notwithstanding the aforesaid, in the case of Tamara Priskel there
      will be need for 60 days prior notice.                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | Moreover,
      should a decline in the level of work of the printer work occur, NPEs
      personnel will be reduced by the dismissal of Printer Workers and Mixed
      Workers, in accordance with what is expected on the Termination Date between
      the Printer Workers and the additional Gera workers (as defined in clause
      10.1 below).                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | During
      the Interim Period weekly coordination meetings will take place in NPE in
      order to supervise the regular work of NPE and the achievement of the various
      goals, in accordance with the division of the stages detailed in Appendix
      4.2 to this Agreement. Moreover, bi-weekly technical meetings take place
      and bi-weekly meeting about financial matters. Suitable representatives
      of the parties will participate in the meetings, which will discuss and
      decide on matters on the agenda. At the end of every meeting proper minutes
      will be prepared and distributed, which will include the decisions taken.                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|5.  | Gera
      work                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|5.1 | During
      the Interim Period NPE will carry out the Gera work subject to the conditions
      detailed in this clause 5.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|5.2 | Gera hereby
      declares and undertakes as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

| | (a) | That
      the development and production of the DGP machine and/or other work did
      not use and will not use commercial secrets or intellectual property rights
      (including patents, patent applications, copyrights and any industrial or
      intellectual ownership rights) of NMP and/or of any of its subsidiaries;
      and that the development and production of the DGP machine and/or implementation
      of the other work will not cause the violation of any of the obligations
      of Ogen or Eron under the agreements;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (b) | That
      the DGP machine, including any further development to it, will be used only
      for printing on safety glass and will not be adjusted to perform digital
      printing on substrates with a width exceeding 3 feet - 91.5 cm (hereinafter:
      Wide Format), or on other types of substrates.                                                                                                                                                                                                                                      

-6-

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| | (c) | That
      the other work will not include work connected, directly or indirectly,
      with the field of wide format digital printing and/or to factors engaged
      in the field of wide format digital printing.                                                                                                                                                                                                                               
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (d) | That
      as of the relevant date the engagement with Gera work customers and with
      third parties required for Gera work, will be done by Gera and on his responsibility,
      where NPE will serve as a sub-contractor of Gera in order to perform the
      work and will not bear any responsibility for the Gera work.                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (e) | Should
      NPE engage in an agreement with any third party regarding the DGP work,
      then up to the end of the interim period Gera will obtain the agreement
      of those third parties for the assignment of all rights and obligations
      of NPE under those agreements to Ogen or to any other factor on behalf of
      Gera, in such a way that after such assignment NPE will not bear any obligation
      regarding the NPE work.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (f) | That
      Gera will indemnify NPE for any expense or loss causes to NPE or to NMP
      relating to the Gera work on the DGP machine.                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (g) | That
      they know that the agreement of NMP to the acquisition of the DGP equipment
      by Ogen and the performance of the Gera work were given based on the above
      declarations and undertakings.                                                                                                                                                                                                                                        

|5.3 | In this
      Agreement and/or in NMPs agreement to the acquisition of the DGP equipment
      by Ogen and performing the Gera work, there is no approval for Gera or anyone
      on his behalf, specifically or implied, to make use of any of the commercial
      secrets and/or intellectual property rights of NMP or of any of its subsidiaries,
      and they do not derogate from any right or contention that NMP will have
      against any of them regarding commercial secrets, intellectual property
      rights and the undertaking not to compete.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | NMPs
      rights relating and connected with commercial secrets and/or intellectual
      property rights in the new printers, and Geras undertakings to avoid
      making use of them, will be limited to commercial secrets and/or intellectual
      property rights (including patents, patent applications, copyrights and
      any industrial or intellectual property rights) of NMP and/or any of its
      subsidiaries.                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|5.4 | In consideration
      for NPEs agreement to perform the Gera work in its framework and to
      perform actual Gera work, Ogen will pay NPE during the interim period as
      follows:                                                                                                                                                                                                                                                                                                                                                                             

| | (a) | The
      cost of the Gera workers, including the cost of provisions for those workers,
      up to the date of termination or their employment as mentioned in clause
      4.6 above;                                                                                       
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                               
| | (b) | Participation
      in the cost of the mixed workers (according to the key attached as Appendix
      5.4), which will include the full social provisions for those mixed
      workers who will move to Ogen on the termination date mentioned in clause
      10.1(c) below;
| |     |                                                                                                                                                                                                                                                                               
| | (c) | Payment
      for the use of equipment in the framework of the Gera work (according to
      the key attached as Appendix 5.4);                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                               
| | (d) | Participation
      in the overhead costs of NPE (according to the key attached as Appendix
      5.4); and                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                               
| | (e) | Refund
      of NPE expenses to third parties, should there be any regarding the
      performance of the Gera work.                                                                                                                                                         

-7-

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|    | The payments
      mentioned above will be paid by Ogen to NPE on a current monthly basis,
      plus VAT as required by law. It is hereby clarified that apart from these
      payments NPE will not be entitled to any additional payment for the Gera
      work.                                                                                                                                                
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                      
|6.  | Management
      services                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                      
|6.1 | During
      the Interim Period Ogen will continue to provide management services to
      NPE through Eron (hereinafter: the Management Services),
      and this in accordance with the provisions of the Management Services Agreement
      of October 4, 1999 as updated in Appendix B to the Management Agreement
      (hereinafter: the Management Agreement), subject to the
      following conditions:
|    |                                                                                                                                                                                                                                                                                                                                                                                                                      

| | (a) | In
      the framework of the management services Ogen will assist and support the
      transfer and assimilation of management in performing the Printers Work
      to the Printer Workers and to anyone decided by Nur;                                                  
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                              
| | (b) | Within
      90 days from the relevant date NMP will deliver production files of the
      existing printers according to the form attached to this Agreement as Appendix
      6.1(b);                                                                                      
| |     |                                                                                                                                                                                                                                                                              
| | (c) | At
      the request of NMP it will assist, to the best of its ability, in absorbing
      the performance of the production and assembly work of the additional printers
      in the plant, including the preparation of production files of the additional
      printers;
| |     |                                                                                                                                                                                                                                                                              
| | (d) | The
      management fees to which Ogen is entitled under the management agreement
      will be updated and paid as mentioned in clause 6.2 below;                                                                                                                          
| |     |                                                                                                                                                                                                                                                                              
| | (e) | Gera
      will be entitled to engage in marketing, sale, development, production,
      assembly and performance of the Gera work.                                                                                                                                          

|6.2 | During
      the Interim Period the management fees to which Ogen is entitled from NPE
      will be updated to a monthly amount in NIS equal to 16,667 US dollarss (hereinafter:
      the Current Management Fees). The current management
      fees will be paid to Ogen at the end of every month from the relevant date
      plus VAT as required by law, in such a way that on the termination date
      Ogen will be paid the 12th and last payment of the current management
      fees. It is agreed that the current management fees also include the full
      consideration to which Ogen will be entitled for the use that NPE will make
      of the equipment purchased during the interim period.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|6.3 | In addition
      to the current management fees NPE owes Ogen the management fee debt, which
      includes on the relevant date NIS 597,000 for the fourth quarter of 2002,
      and an estimated amount of NIS 625,000 for the first quarter of 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | The management
      fee debt for the fourth quarter of 2002 will be paid to Ogen in two equal
      monthly installments of NIS 298,500 each (being linked to the consumer price
      index based on the known index of March 31, 2003 up to the date of payment
      plus VAT as required by law), and this at the end of the first month after
      the relevant date and at the end of the second month after the relevant
      date.                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | The management
      fee debt for the first quarter of 2003 will be paid to Ogen in four monthly
      installments as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

-8-

---

---

|    | - Two payments
      of NIS 60,000 each, a third payment of NIS 360,000 and a fourth payment
      of an estimated NIS 145,000 (adjusted according to the final amount of the
      management fees). These four payments will be paid (being linked to the
      consumer price index based on the known index method on March 31, 2003 up
      to the date of the payment plus VAT as required by law), and this as of
      the end of the first month after the relevant date up to the end of the
      fourth month from the relevant date.                                                                                                                                                                                                                        
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|6.4 | Apart from
      the Current Management Fees and the payment for the Management Fee Debt
      Ogen will not be entitled to any additional payment (including by way of
      refund of expenses) for the management services that it will provide up
      to the relevant date and up to the end of the interim period.                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|7.  | Shareholders
      loan                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|7.1 | NPE will
      pay to Ogen the shareholders loan whose balance on the relevant date is
      193,160 US dollars, and this in three monthly installments where each installment
      will be equal to a third of the principal of the shareholders loan, plus
      linkage differences and interest accumulated from the date of providing
      the loan and until the date of repayment (and plus VAT on the linkage differences
      and interest). The first installment of the shareholders loan will be paid
      at the end of the first month after the relevant date and up to the third
      month after the relevant date.                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|8.  | Distribution
      of dividend                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|8.1 | Up to 90
      days from the Relevant Date NPE will prepare an audited financial statement
      as of March 31, 2003, which will include full provisions including for all
      the rights of NPE employees, the management fee debt, and the rights due
      to NMP for the period up to the relevant date and the reduction of inventory
      as mentioned clause 3.4 (hereinafter: the Financial Statement).
      In the framework of the Financial Statements an amortization will be included
      for the decline in value of the improvements to the plants rented
      premises according to the rules applying to NPEs financial statements
      for 2002 and there will be no general amortization of the improvements to
      the rented premises.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|8.2 | Immediately
      after completing the Financial Statements NPE will distribute to Ogen and
      to NMP a dividend in amount equal to the accumulated profits of NPE according
      to the financial statement (hereinafter: the dividend).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|8.3 | The amount
      of the dividend will be paid by NPE to Ogen and to NMP in three monthly
      installments in equal amounts of 36%, 36% and 28% of the amount of the dividend
      respectively (being linked to the consumer price index according to the
      basic index known on March 31, 2003 until the date of payment), and this
      as of the end of the fourth month after relevant date up to the end of the
      sixth month from the relevant date.                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|8.4 | Apart from
      its share in the dividend Ogen will not be entitled to any payment or other
      assets for the profits of NPE including for the period after the relevant
      date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

-9-

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|9.  | Acquisition
      of the purchased shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|9.1 | NMP will
      purchase from Ogen the purchased shares and Ogen will sell to NMP the purchased
      shares and all this subject to the provisions of this clause 9.                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|9.2 | Gera hereby
      declares and confirms that from the relevant date up to the date of the
      transfer of ownership to NMP, Ogen is the owner of all the rights in the
      purchased shares and that the purchased shares are and will be free of any
      pledge, charge, attachment, lien or any other right in favor of any third
      party.                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|9.3 | In consideration
      for the purchased shares NMP will pay Ogen an amount equal to 850,000 US
      dollars (hereinafter: the Shares Consideration) divided
      into 8 monthly installments, where the first installment will be of 20,000
      US dollars, the second installment will be of 50,000 US dollars while the
      balance of the 6 installments will be of 130,000 US dollars each. The first
      payment of the shares consideration will be paid to Ogen at the end of the
      fifth month after the relevant date and the eighth and last payment will
      be paid on the termination date.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|9.4 | On the
      relevant date Ogen will deliver to Adv. Itzhak Behar (hereinafter: the
      Trustee) a certificate for the purchased shares prepared in the
      name of Ogen (hereinafter: the Share Certificate), and
      this together with share transfer deed prepared in blank for the purchased
      shares (hereinafter: the Deed). The wording of the Share
      Certificate and the Deed is attached to this Agreement as Appendix 9.4.
      The Trustee will hold the Share Certificate and the Deed up to the date
      of their transfer, as mentioned in clause 9.7 below.                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|9.5 | Notwithstanding
      the provisions of clause 9.1 above the ownership of the purchased shares
      to NMP will be transferred to NMP on the later of the following dates:                                                                                                                                                                                                                                                                                                                                                                                                                                              

| | (a) | Date
      of termination; or                                                                                                                                                                                                                                                                                
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                              
| | (b) | The
      date where Ogen will be paid the full amount of the Shares Consideration,
      and the Current Management Fees, the Management Fee Debt, the repayment
      of the shareholders loan and the dividend to which Gera is entitled under
      this Agreement (hereinafter jointly: the Payments).

|    | It is hereby
      clarified that the transfer of ownership in the purchased shares to NMP
      will be subject only to making full payments and that this transfer will
      not be carried out prior to the Termination Date.                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|9.6 | On payment
      to Ogen of the full amount of the payments Ogen and NMP will deliver a certificate
      of this to the Trustee (hereinafter: the Certificate of Payment).
      The parties will not prevent delivering the certificates of payment to the
      Trustee unless any of the payments was not fully made (and provided that
      also in the event of a dispute, which is not significant, regarding the
      method of calculation of the payments whose amounts have not yet been finally
      determined in this Agreement, this will not prevent the parties from delivering
      the certificate of payment to the Trustee).

-10-

---

---

| | 9.7  | On the
      submission of the certificate of payment by one of the parties, the Trustee
      will hand over a copy of the certificate to the other party. Within 7 days
      from the date of receiving the certificate of payment by the Trustee, the
      other party will deliver its certificate of payment or, alternatively, will
      deliver a notice which will detail the amounts of payments, which according
      to it, have not yet been paid. In such a case the first party will be entitled
      to deliver to the Trustee, within 7 additional days, documents (which will
      include for this purpose a bank document or other proof) that prove performance
      of actual payment of the said payments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | 9.8  | The parties
      hereby instruct the Trustee, with an irrevocable instruction, that on receipt
      of the certificates of payments signed by the two parties, but in any case
      not earlier than the date of termination, the Trustee will fill the details
      of NMP on the deed and deliver the deed and the share certificate to anyone
      on behalf of NMP.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |      | Should
      only one of the parties deliver to the Trustee a certificate of payment
      while the other party delivers a notice regarding missing payments, then
      upon the receipt of the documents for the missing payments from the first
      party (as mentioned in clause 9.7 above), the Trustee will deliver a copy
      of the documents to the other party. In such a case the Trustee will complete
      and deliver the deed and the share certificate only after 7 business days
      from the date in which he received these documents. On transfer of the deed
      and the share certificate to NMP the trustees trusteeship will terminate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | 9.9  | On receipt
      of the share certificate and the deed, NMP will act to transfer the ownership
      registered in the purchased shares in its name and at the same time Eron
      and Benzi Bezalel will resign from the Board of Directors of NPE and Gera
      will no longer have any rights in the purchased shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | 9.10 | To avoid
      doubt it is hereby clarified that should NMP choose to advance and complete
      the payments prior to the date of termination, this will not require (unless
      otherwise agreed by Gera) bringing forward the transfer of the deed and
      the share certificate to NMP. Moreover, should the Trustee not deliver to
      NMP the deed and the share certificate, this will not deny the right of
      NMP to receive ownership of the purchased shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | 9.11 | It is also
      clarified and agreed that the completion of transfer of the purchased shares
      to NMP is subject only to making the payments and that their transfer for
      NMP will be performed only after the termination date. Accordingly, should
      prior or after the termination date a dispute break out between the parties
      connected directly to the making the payments, or in the event of a dispute,
      which is not significant regarding the method of calculation of the payments
      whose amounts have not yet been finally determined in this Agreement (hereinafter:
      the other dispute), the other dispute, or any proceeding
      to be opened between the parties regarding it, will not cancel or delay
      the right of NMP to receive the purchased shares and, notwithstanding the
      other dispute, the transfer of the purchased shares to NMP will be completed,
      and accordingly the parties will deliver to the trustee the certificate
      of payment and the trustee will deliver to NMP the deed and the share certificate.
      The parties hereby waive any relief which is likely to be due to them regarding
      the other dispute, which will prevent the transfer of the purchased shares
      to NMP.

-11-

---

---

|9.12 | To secure
      the right of NMP to receive the purchased shares in accordance with the
      provisions of this Agreement, Ogen will create a first charge on its rights
      in the purchased shares in favor of NMP and this in accordance with the
      terms of the debenture and the form of details of the charges attached to
      this Agreement as Appendix 9.12 (hereinafter: Pledge on
      the Shares). The pledge on the shares will be created and registered
      with the Registrar of Companies immediately after signing this Agreement.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|9.13 | Concurrently
      with creating the pledge on the shares NMP will deposit with the trustee
      an irrevocable letter to the Registrar of Companies, which confirms the
      agreement of NMP to remove the pledge on the shares (hereinafter: the
      Cancellation Letter).                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|9.14 | In the
      event that the consideration for the shares will not be paid to Ogen in
      due time and fully as defined in this Agreement (hereinafter: Violation
      of the Obligation to Purchase the Shares) Ogen and only it will
      be entitled to act as follows:                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

| | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Ogen
      only (and not NMP) will have the right to cancel the part of this Agreement,
      which relates to the sale of Ogens shares in the Company (hereinafter:
      Cancellation of the Sale of Shares). The cancellation
      of the sale of shares will be performed by giving written notice to NMP
      and to the Trustee detailing the amounts of the consideration for the shares,
      which Ogen contends have not yet been paid. The right of Ogen to cancel
      the sale of shares will be due to it only in the event of non-performance
      by NMP or NPE of over 60 days in making any of the shares consideration
      payments.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Together
      with delivering Ogens notice on cancellation of the sale of shares
      Ogen will deposit with the Trustee, for NMP, the amounts of consideration
      of the shares already received, linked to the rate of exchange of the dollar
      at that time (hereinafter: the amounts returned).                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | NMP
      is entitled to delivery to the Trustee, within 7 business days from receiving
      notice of cancellation of the sale of shares, documents (that for this purpose
      include a bank document, or other proof), which prove the performance and
      actual payment of the amounts lacking for the shares consideration.                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | If
      up to the end of 7 days NMP will not delivery to the Trustee such documents,
      the Trustee give to the representative of Ogen the cancellation letter and
      at the same time the trustee will transfer to NMP the amounts returned.
      It is hereby clarified that apart from the repayment of the amounts returned
      through the Trustee, Gera will not be required to refund any of the other
      payments paid to him under this agreement as a condition for receiving the
      cancellation letter from the trustee.                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | On
      receipt of the cancellation letter Ogen will be entitled to cancel the pledge
      on the shares registered with the Registrar of Companies.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | In
      the event of Cancellation of the Sale of Shares, the principals of the business
      arrangement the parties have been following prior to the execution of this
      Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | The
      right of Ogen to cancel the sale of shares, as mentioned above, will not
      derogate from Ogens right to demand enforcement of the sale of the
      shares purchased by NMP in accordance with the provisions of this Agreement.
      Moreover, the removal of the pledge on the shares and/or the repayment of
      the amount of the share consideration to NMP will not derogate from the
      rights or contentions that the parties will have by law.

-12-

---

---

|10.  | **Termination
      date**    
|---- | ------------------------------
|     |                               
|10.1 | On the
      termination date:

| | (a) | Ogen
      will take the purchased equipment out of the plant and all the other equipment
      used for Gera work.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (b) | Ogen
      will pay NPE the balance of amounts to which NPE is entitled under clause
      5.4 above and this up to the termination date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (c) | The
      mixed employees detailed in the list attached to this Agreement as Appe
      ndix 10.1(c) and who on the termination date were not yet NPE employees
      (hereinafter: the additional Gera employees) will discontinue
      being NPE employees. NPE and Gera will do their best in order to ensure
      that any of the printer employees who at that time will remain as NPE employees,
      will remain as NPE employees or be transferred to NMP (at NMPs discretion)
      and NMP and NPE will do their best to ensure that any of the additional
      Gera employees who at that time will remain as NPE employees, will be absorbed
      as Ogen employees. In the framework of the aforesaid, for a period of not
      less than a year from the termination date NPE and NMP will avoid employing
      the additional Gera employees and Gera will avoid employing the printer
      employees. On the termination date NPE will pay the additional Gera employees
      all their rights up to the date of termination of their employment. The
      additional Gera employees who will be absorbed into work in the framework
      of Ogen will be entitled, at their choice, not to receive these payments
      but to maintain continuity of their rights, and this subject to signature
      on relative release letters to NPE. Regarding employees who so choose, NPE
      will transfer to Ogen the provisions made for them by NPE in the financial
      statements of NPE on March 31, 2003 plus funds accumulated to their credit
      as of April 1, 2003 up to the date of termination of their employment as
      mentioned in clause 5.4(b) above.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (d) | The balance of NPEs liability
      regarding the Gera work will be assigned and transferred from NPE to Ogen
      or to anyone on its behalf.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

|     | Without
      derogating from the aforesaid, on the termination date Gera will take every
      action required in order to ensure that on the termination date NPE will
      discontinue performing the Gera work and from that date onward NPE will
      not bear any expense or liability regarding the Gera work.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                        
|10.2 | 60 days
      prior to the date of termination Ogen will be entitled to transfer to its
      ownership the ISO approval given to NPE. Up to the date of termination and
      thereafter Gera will assist, to the best of its ability, NPE or NMP to obtain
      an alternative ISO approval for the printers work.  

-13-

---

---

|10.3 | On the
      termination date the Founders Agreement, the labor agreement and the
      Management Agreement (hereinafter jointly: the Agreements)
      will expire and from that date on none of the parties will have any right
      or undertaking under and/or in connection with the agreements. The parties
      hereby confirm, to each other, that subject to performance of the undertakings
      of the parties under this Agreement they do not have and will not have any
      claims or contentions regarding any of the agreement and/or their rights
      as shareholders in NPE, and that the fulfillment of the said undertakings
      will be a discharge of all their rights under the agreements and/or as shareholders
      in NPE. It is hereby clarified that the aforesaid does not derogate from
      the liabilities and rights of the parties under any of the agreements, which
      according to their terms will continue to bind also after termination.                                                                                                                                                                                                                  
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|11.  | **Assignment
      of rights and liabilities**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|11.1 | Gera will
      not be entitled to assign its rights and liabilities under this Agreement
      but will be entitled to assign to another company fully owned and controlled
      by Eron, the rights of Ogen under this Agreement and to purchase and receive
      the purchased equipment, to perform the Gera work, to take in the Gera employees
      and to receive the ISO approval. It is hereby clarified and agreed that
      such assignment will not derogate from any of the obligations of Gera under
      this Agreement and that as a result of the assignment the assignee company
      will be liable, jointly and severally, to all of Gera obligations under
      this Agreement. The assignment will be effected by giving written notice
      to NMP and NPE in the framework of which the assignee company will agree
      to the application of the provisions of this Agreement to it, provided that
      it will not be liable to NMP for any obligations under this Agreement, which
      do not relate to the rights assigned to it as mentioned above. Apart from
      the aforesaid Gera will not be entitled to assign its rights or obligations
      under this Agreement.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|11.2 | NMP will
      not be entitled to assign its rights and obligations under this Agreement
      unless to another company, which is fully owned and controlled by NMP or
      to a third party in the framework of a sale or transfer to that third party
      of the operations of NMP in the field of the Nur printers. The assignment
      will be effected by giving written notice to Gera and to NPE in the framework
      of which the assignee third party will agree to accept all NMPs obligations
      under this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|12.  | **Payments**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|12.1 | The amounts
      stated in this Agreement in US dollars will be paid in accordance with the
      representative rate of the US dollar last published prior to the date of
      every payment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|12.2 | NMP will
      provide NPE from its own sources or from other sources, which will be arranged
      by it and under its responsibility, the funds required and that will be
      required by NPE in order to make the make the payments, which NPE must make
      to Gera under this Agreement, and in the event of violation of this undertaking
      NMP will make these payments directly to Gera. Subject to providing funds
      by NMP as aforesaid, Gera will not take any action or omission, in the framework
      of managing NPE, which will prevent NPE from making the payments to Gera,
      fully and in due time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

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|12.3 | NMP and
      NPE, jointly and severally, will not be entitled to set off from the amounts
      of payments to Gera, amounts which any of them claim that it is entitled
      to receive from Gera (apart from payments and expenses whose payment Gera
      undertakes regarding the purchased equipment and in connection with the
      Gera work, as mentioned in clause 5 above), and they waive to Gera the right
      of setting off they have under law regarding these amounts. It is hereby
      clarified that apart from waiving the right of set off as mentioned, the
      aforesaid is in no way a waiver of any right or contention that NPE and
      NMP may have.                                                                                                                                                                                                                                                                                                         
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|12.4 | Payments
      whose due date has arrived in accordance with this Agreement, and which
      are due prior to the date of signature of the parties on this Agreement,
      will be paid within 3 business days from the date of such signature.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|12.5 | In every
      case of a delay in making any of the payments included in this Agreement
      exceeding 5 business days, the amount in arrears will bear interest at the
      arrears interest rate for non-approved credit with Bank Leumi LeIsrael
      B.M. and this as of the date from the original payment until the date of
      actual payment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|13.  | Miscellaneous                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|13.1 | The terms
      of this Agreement fully include what has been conditioned and agreed between
      the parties regarding termination of their joint operations in the framework
      of NPE. This Agreement should supercede, unless stated otherwise in this
      Agreement, all engagements, agreements, presentations and undertakings prior
      to signing this Agreement, which were prepared whether in writing or verbally.
      In any case of contradiction between the provisions of this Agreement and
      the provisions of such agreements, the provisions of this Agreement will
      apply, and in every case of a contradiction between the provisions of this
      Agreement and the provisions of the Articles, the provisions of this Agreement
      will apply and the parties will take every action required in order to amend
      the provisions of the Articles so that there will be no contradiction between
      them and the provisions of this Agreement.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|13.2 | Every change
      and/or cancellation of one of the provisions of this Agreement will be done
      only in a written document, which will be signed by the two parties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|13.3 | In every
      case where any party will not make use of any right whatsoever given to
      it under this Agreement or under any law, this will not be considered as
      a waiver by that party of any right and it will be entitled to again demand
      its rights and the contention of delay or waiver will not assist the violating
      party.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|13.4 | The parties
      will take all additional steps, including signature on additional documents,
      required in order to implement and execute this Agreement in word and in
      spirit.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|13.5 | Each of
      the parties will bear the tax liabilities applying to it under the law in
      connection with this Agreement and, including NPE, will be entitled to deduct
      at source from any payment it is obligated to any of the parties, and this
      unless it receives an exemption from the aforesaid deduction at source.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

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|13.6 | A notice
      sent by one of the parties to the other by registered mail will be seen
      as if received by the other party after 72 hours from the date of its dispatch.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                             
|13.7 | The addresses
      of the parties for the purposes of this Agreement are as detailed in the
      preamble to this Agreement.                                              
|     |                                                                                                                                                                             

In witness whereof, the parties hereby sign:

|                               |                         
|------------------------------ | ------------------------
|_______________________        | _____________________   
|Nur
      Macroprinters Ltd.   | Ogen
      Dialogics Ltd
|                               |                         
|                               |                         
|_______________________        | _____________________   
|Nur
      Pro Engineering Ltd. | Gera Eron               
|                               |                         

-16-

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| |  | Appendix
      4.2
| |  | ------------------
| |  |                   

Stages of the interim period

|First
      stage
|-----------------
|                 
|(a)              
|                 
|(b)              
|                 
|(c)              
|                 

| |  | Continuing
      work in the existing framework;                                                                                                                                                       
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Preparing
      work procedures for the absorption and production of the Tempo series;                                                                                                                 
| |  | Preparations
      for absorbing Salsa;                                                                                                                                                                
| |  | Ofer
      Shemesh will assist in absorbing an engineer to Tempo and an engineer to
      Salsa.                                                                                                       
| |  | Preparations
      for absorbing personnel from NMP and recruiting new employees for the production
      of printers for NMP - engineering, assembly, purchasing, warehouse;                          
| |  | Preparation of production areas for NMP printers;                                                                                                                                                      
| |  | Preparation
      of storage areas for NMP printers;                                                                                                                                                   
| |  | Preparation
      of office areas for employees for NMP: purchasing, production management,
      engineers;                                                                                           
| |  | Start of absorbing Tempo;                                                                                                                                                                              
| |  | Absorption
      and completion of engineering material for the production of Salsa printers,
      including purchasing parts for pilot in Q3 for 5000/3200 printers - after
      prior coordination.

|Second
      stage
|------------------
|                  
|(a)               
|                  
|(b)               
|                  
|(c)               
|                  

| |  | Absorbing
      personnel from NMP and recruiting new employees for the production of NMP
      printers - purchasing, warehouse, engineering, assembly;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Absorbing
      NMP stores into NPE;                                                                                                                    
| |  | Continuing
      the absorption of Tempo and start of production of series;                                                                             
| |  | Pilot
      of 3200/5000 Salsa Ultima;                                                                                                                  
| |  | Consolidation
      of warehouses under the responsibility of NMPs warehouse manager.                                                                  

|Third
      stage
|-----------------
|                 
|(a)              
|                 
|(b)              
|                 
|(c)              
|                 

| |  | Start of production of Salsa series;
| | - | ------------------------------------
| |  | Start of production of Tempo series.
| |   |                                     

-17-

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---

|13.8 | Fourth
      stage                                                                                     
|---- | -------------------------------------------------------------------------------------------------------
|     |                                                                                                        
|(a)  | Duration
      of the stage - first quarter 2004 (January 1, 2004 to March 31, 2004).                  
|     |                                                                                                        
|(b)  | Definition
      of the stage  Backing up and organization of transfer of responsibility
      to NMP.
|     |                                                                                                        
|(c)  | Characteristics
      of the stage                                                                     
|     |                                                                                                        

| |  | Serial production of Salsa and Tempo;                                                                           
| | - | ----------------------------------------------------------------------------------------------------------------
| |  | Backing up of all management factors including the plant manager;                                               
| |  | Well-organized
      transfer of functions to NMP personnel or to NPE personnel who remain in
      the company;
| |  | Organizing
      the transfer of Ogens operations to another production site.                                  

-18-

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| |  | Appendix
      4.3(a)
| |  | ---------------------

Document of Intentions  management of NPE during the interim period

The intention
  is that the management of NPEs operations during the interim period will
  be based on the following principles:

| | Single
      management without any duplications;                                                                   
|- | --------------------------------------------------------------------------------------------------------------------
| | Applying
      the existing management concept of NPE during the entire transition period
      until its completion

NMP agrees to
  the above principles and to leaving the existing management structure in NPE
  (i.e. without the involvement of NMP in the daily management of NPE), subject
  to NPE achieving the goals mentioned below. NMP and Gera will act to the best
  of their ability to assist NPE in achieving its goals.

NMP requires that
  during the interim period NPE will achieve three goals:

| | Transfer
      of the production line of the Nur Ultima HiQ printer by the end of July
      2003;                                                                                           
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Performing
      of all the functions required (R&D, purchasing, engineering and production)
      in order to reduce costs (COGS) of the Fresco printers up to 40% by the
      end of 2003;
| | To establish
      an operating production line for the Tempo printers and to start a process
      of reducing costs.                                                                       

These goals are in addition
  to the continued operation of the production lines in a full and professional
  manner, which include a professional and trained engineering team.

In order to achieve these
  objects Gera, in the framework of managing NPE:

| | Absorbing the Ultima
      printers
|- | -----------------------------------

| |  | Will act to absorb the Nur Ultima HiQ printer production line in NPEs
      plant (on the assumption that it will obtain full assistance from the relative
      factors in NMP), and subject to setting a timetable at the end of a short
      evaluation process that Gera will prepare regarding the transfer.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Will start to work with Eli Shalev and his team in order to obtain the information
      required and will have access to the printer installed in the NMP plant.
      Regarding additional needs connected with absorbing the Ultima, Gera will
      contact NMP, and when necessary directly the CEO of NMP.   
| |  | Will
      appoint a team from among NPE employees who will be responsible for the
      Ultima absorption project, and he will prepare a work program for the project
      by April ___, 2003                                                                                                                    
| |  | NMP
      will appoint its representative to participate in the project                                                                                                                                                                                                                                            

| | Reducing the Fresco
      costs
|- | -------------------------------

| |  | Will also take responsibility for reducing costs (COGS). It is clarified
      that Gera cannot undertake, at this stage, a reduction target.                                                                                                                                                                                                                                                                      
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Will appoint a team from among NPE employees who will work with the relevant
      people from NMP, and this in order to prepare a presentation, within a short
      time, which will describe all the potential cost reductions. This presentation
      will be examined by NMP and according to the decision of NMP and Gera, Gera
      will take the responsibility to reduce costs, their extent and timing.

-19-

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