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**Exhibit 2.21**

WARRANT

THIS WARRANT AND THE ORDINARY SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT (the SECURITIES)
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (the SECURITIES ACT)
OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAW, AND THE WARRANT MAY NOT BE EXERCISED AND
THE WARRANT AND THE ORDINARY SHARES ISSUABLE UPON EXERCISE MAY NOT BE SOLD, TRANSFERRED, PLEDGED,
ASSIGNED OR HYPOTHECATED, UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT COVERING THIS WARRANT AND/OR SUCH SECURITIES, OR THE HOLDER RECEIVES AN OPINION OF COUNSEL FOR
THE HOLDER OF THE WARRANT AND/OR SUCH SECURITIES SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE,
TRANSFER, PLEDGE, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY
REQUIREMENTS OF THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE LAW.

to purchase

Ordinary Shares

of

NUR MACROPRINTERS LTD.

at a price of  $0.52 per share

VOID AFTER 17:00 p.m. (prevailing Tel Aviv time)

On the Expiration Date (as hereinafter defined)

in favor of

|No. W-
      019 |  | Date:
      October 15, 2003
|---------------- |  | ----------------------------

NUR
  MACROPRINTERS LTD., an Israeli company with its principal offices at 12
  Abba Hilel Silver Street, Lod, Israel (the Company), hereby
  grants to Matthew Norton (the Holder), the right to purchase,
  subject to the terms and conditions hereof, up to 2,000 (Two Thousand) of the
  Companys Ordinary Shares, par value NIS 1.00 per share (Ordinary
  Shares), exercisable at any time from time to time, on or after the
  date hereof (the Effective Date), and until the fifth anniversary
  of such date (the Expiration Date).

(Hereinafter: (i) the Ordinary Shares purchasable hereunder or any other securities which may be issued
by the Company in substitution therefor, are referred to as the Warrant Shares; (ii) the price of Fifty Two Cents ($0.52) payable hereunder for each of the Warrant Shares,
as adjusted in the manner set forth hereinafter, is referred to as the Exercise Price and (iii) this Warrant and all warrants hereafter issued in exchange or substitution for this
Warrant are referred to as the Warrants. The Exercise Price and the number of Warrant Shares are subject to adjustment as hereinafter
provided.)

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1.             Warrant Period; Exercise of Warrant

1.1           (a)           This
  Warrant may be exercised in whole at any time, or in part from time to time,
  beginning on the date hereof until the Expiration Date (the Warrant
  Period), by the surrender of this Warrant (with a duly executed exercise
  form in the form attached at the end hereof as Exhibit A), along with
  the Exercise Certificate or the Exercise Opinion (each as defined in Section
  1.1(b) below), at the principal office of the Company, set forth above, together
  with proper payment of the Exercise Price multiplied by the number of Warrant
  Shares for which the Warrant is being exercised. Payment for Warrant Shares
  shall be made by certified or official bank check or checks, payable to the
  order of the Company or by wire transfer to an account to be designated in writing
  by the Company. Payments shall be made in United States dollars.

(b)           In
  addition to the method of exercise set forth in Section 1.1(a) hereof, each
  Holder shall have the right to exercise the Warrant in whole or in part and,
  upon such exercise, to receive for each Warrant surrendered a fraction of one
  Ordinary Share as shall be determined by the formula set forth below, with no
  cash payment required other than a payment of Equivalent Par Value (as defined
  below) for each Ordinary Share issued upon the exercise of the Warrant in accordance
  with this Section 1.1(b). The number of Ordinary Shares the Holder shall be
  entitled to receive shall upon the exercise of the Warrant and surrender of
  the related warrant certificate in accordance with this Section 1.1(b) shall
  be equal to the product of (x) the total number of Ordinary Shares exchangeable
  for the Warrants being exercised (assuming exercise in accordance with Section
  1.1(a)) multiplied by (y) a fraction, the numerator of which is the aggregate
  Market Price (as defined below) of such Ordinary Shares plus Equivalent Par
  Value less the aggregate Exercise Price therefore, and the denominator of which
  is such aggregate Market Price. Upon exercise of the Warrants pursuant to this
  Section 1.1(b), the warrants so exercised shall no longer be exercisable. Solely
  for the purpose of this paragraph, Equivalent Par Value shall be
  an amount in U.S. Dollars equal to NIS 1.0 based on the Representative Rate
  of the U.S. Dollar as published by the Bank of Israel on the date of payment.
  Solely for the purposes of this paragraph, Market Price shall be calculated
  as the average of the five trading days immediately preceding the date on which
  the form of exercise attached (Exhibit A) is deemed to have been sent to the
  Company. For the purposes of this paragraph, Market Price shall
  be deemed to be the last reported sale price of the Ordinary Shares, or if no
  such reported sale takes place on such day, the average of the last reported
  sale prices for the last three (3) trading days.

(c)           The
Holder of a Warrant, by its acceptance thereof, covenants and agrees that the Warrants described
herein are being acquired as an investment and not with a view to the distribution thereof and such
Holder further covenants and agrees that it will not sell, transfer, pledge, assign, or hypothecate
the Warrant or the ordinary shares issueable upon exercise of the Warrant unless there is an effective
registration statement under the Securities Act of 1933 covering the Warrant or the ordinary shares
issueable upon exercise of the Warrant, or the Holder of the Warrant and/or the ordinary shares receives
an opinion of counsel satisfactory to the Company stating that such sale, transfer, pledge, assignment,
or hypothecation is exempt from the registration and prospectus delivery requirements of the Securities
Act of 1933 and the qualification requirements under applicable law.

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1.2           If
  this Warrant should be exercised in part, the Company shall, upon surrender
  of this Warrant for cancellation, execute and deliver a new Warrant evidencing
  the rights of the Holder to purchase the remainder of the Ordinary Shares purchasable
  hereunder. The Company shall pay any and all expenses, taxes and other charges
  that may be payable in connection with the issuance of the Warrant Shares and
  the preparation and delivery of share certificates pursuant to this Section
  1 in the name of the Holder (including without limitation the applicable stamp
  duty), and to the extent required, the execution and delivery of a new Warrant,
  provided, however, that the Company shall only be required to pay taxes which
  are due as a direct result of the issuance of the Ordinary Shares or other securities,
  properties or rights underlying such Warrants (such as the applicable stamp
  duty), and will not be required to pay any tax which may be (i) due as a result
  of the specific identity of the Holder or (ii) payable in respect of any transfer
  involved in the issuance and delivery of any such certificates in a name other
  than that of the Holder and the Company shall not be required to issue or deliver
  such certificates unless or until the person or persons requesting the issuance
  thereof shall have paid to the Company the amount of such tax or shall have
  established to the satisfaction of the Company that such tax has been paid.

1.3           No fractions of Ordinary Shares
shall be issued in connection with the exercise of this Warrant, and the number of Ordinary Shares
issued shall be rounded down to the nearest whole number.

Upon the issuance of Ordinary Shares resulting from the exercise in whole or in part of this Warrant,
the Company shall deliver to the Holder an irrevocable letter of instructions to the Companys
transfer agent to issue as soon as is reasonably practicable to the Holder share certificates reflecting
the Warrant Shares exercised thereby, together with any and all other documents required for the
issuance of such certificates by the transfer agent.

2.             Reservation of Shares

The Company covenants that: (i) at all times during the Warrant Period it shall have in reserve, and
will keep available solely for issuance or delivery upon exercise of the Warrant, such number of
Ordinary shares as shall be issuable upon the exercise thereof, and (ii) upon exercise of the Warrant
and payment of the Exercise Price therefor, the Warrant Shares issuable upon such exercise will be
validly issued, fully paid, non assessable, free and clear from any lien, encumbrance, pledge or
any other third party right and not subject to any preemptive rights.

3.            
  Adjustments to Exercise Price and Number of Securities.

3.1           Subdivision
  and Combination.  In case the Company shall at any time subdivide or
  combine the outstanding Ordinary Shares, the Exercise Price shall forthwith
  be proportionately decreased in the case of subdivision or increased in the
  case of combination.

3.2           Stock
  Dividends and Distributions.  In case the Company shall pay a dividend
  on, or make a distribution of, Ordinary Shares or of the Companys capital
  stock convertible into Ordinary Shares, the Exercise Price shall forthwith be
  proportionately decreased. An adjustment made pursuant to this Section 3.2 shall
  be made as of the record date for the subject stock dividend or distribution.

3.3           Adjustment
  in Number of Securities.  Upon each adjustment of the Exercise Price
  pursuant to the provisions of this Section 3, the number of Ordinary Shares
  issuable upon the exercise of each Warrant shall be adjusted to the nearest
  full amount by multiplying a number equal to the Exercise Price in effect immediately
  prior to such adjustment by the number of Ordinary Shares issuable upon exercise
  of the Warrants immediately prior to such adjustment and dividing the product
  so obtained by the adjusted Exercise Price.

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3.4           Definition
  of Ordinary Shares.  For the purpose of this Warrant, the term Ordinary
  Shares shall mean (i) the class of stock designated as Ordinary Shares
  in the Articles of Association of the Company as may be amended as of the date
  hereof, or (ii) any other class of stock resulting from successive changes or
  reclassifications of such Ordinary Shares consisting solely of changes in nominal
  value, or from nominal value to no nominal value, or from no nominal value to
  nominal value.

3.5           No
  Adjustment of Exercise Price in Certain Cases.   No adjustment
  of the Exercise Price shall be made if the amount of said adjustment shall be
  less than 2 cents ($.02) per Ordinary Share, provided, however, that in such
  case any adjustment that would otherwise be required then to be made shall be
  carried forward and shall be made at the time of and together with the next
  subsequent adjustment which, together with any adjustment so carried forward,
  shall amount to at least 2 cents ($.02) per Ordinary Share.

3.6           Merger
  or Consolidation.  In case of any consolidation of the Company with or merger
  of the Company with, or merger of the Company into, (other than a merger which
  does not result in any reclassification or change of the outstanding Ordinary
  Shares), the Company shall cause the corporation formed by such consolidation
  or merger to execute and deliver to the Holder a supplemental warrant agreement
  providing that the Holder of the Warrant then outstanding or to be outstanding
  shall have the right thereafter (until the expiration of such Warrant) to receive,
  upon exercise of such Warrant, the kind and amount of shares of stock and other
  securities and property receivable upon such consilidation or merger, by a holder
  of the number of Ordinary Shares of the Company for which such Warrant might
  have been exercised immediately prior to such consolidation, merger, sale or
  transfer. Such supplemental warrant agreement shall provide for adjustments
  which shall be identical to the adjustments provided in Section 3. The above
  provision of this Subsection shall similarly apply to successive consolidations
  or mergers.

3.7           Default.
  In the event of a default by the Company on payments of interest and/or principal
  of the Loan Notes ((as defined in the Convertible Loan and Warrant Agreement
  dated __ July 2003 between the Company and Holder (the Agreement)
  and issued pursuant to the terms of the Agreement, the Exercise Price shall
  be reduced to the dollar equivalent of NIS 1.00.

4.            
  Notices to Warrant Holders.  Nothing contained in
  this Warrant shall be construed as conferring upon the Holder the right to vote
  or to consent or to receive notice as a stockholder in respect of any meetings
  of stockholders for the election of directors or any other matter, or as having
  any rights whatsoever as a stockholder of the Company. If, however, at any time
  prior to the Expiration Date, any of the following events shall occur:

(a)  the
Company shall take a record of the holders of its Ordinary Shares for the purpose of entitling them
to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution
payable otherwise than out of current or retained earnings, as indicated by the accounting treatment
of such dividend or distribution on the books of the Company; or

(b)  the
Company shall offer to all the holders of its Ordinary Shares any additional shares of capital stock
of the Company or securities convertible into or exchangeable for shares of capital stock of the
Company, or any option, right or warrant to subscribe therefor; or

(c)  a
dissolution, liquidation or winding up of the Company (other than in connection with a consolidation
or merger) or a sale of all or substantially all of its property, assets and business as an entirety
shall be proposed;

then, in any one or more of said events, the Company shall give to the Holder written notice of such
event at least fifteen (15) days prior to the date fixed as a record date or the date of closing
the transfer books for the determination of the stockholders entitled to such dividend, distribution,
convertible or exchangeable securities or subscription rights, or entitled to vote on such proposed
dissolution, liquidation, winding up or sale.

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5.            
  Non-Transferability

(a)            The Holder covenants and agrees that
the Warrants are being acquired as an investment and not with a view to the distribution thereof.
The Holder shall not sell, transfer, assign, encumber, pledge or otherwise dispose or undertake to
dispose of (Sell) the Warrants until the first anniversary of the Effective Date.  Thereafter,
the Holder may, subject to applicable securities laws, Sell, all or any portion of the Warrants,
provided that the Holder may only Sell the Warrants on two occasions, to no more than five (5) transferees
on each occasion, provided further that on the second such occasion the Holder shall reimburse the
Company with any and all direct costs incurred by the Company connected with such sale, transfer
or assignment including any reasonable registration costs.

(b)
          Unless registered, the Warrant Shares
issued upon exercise of the Warrants shall be subject to a stop transfer order and the certificate
or certificates evidencing such Warrant Shares shall bear legend substantially similar to the following:

| | THE SHARES
      REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT OF 1933, AS AMENDED, PURSUANT TO A REGISTRATION STATEMENT. ACCORDINGLY,
      SUCH SHARES MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO A REGISTRATION
      STATEMENT UNDER SUCH ACT, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

6.              Loss, etc. of Warrant

Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation
of this Warrant, and of indemnity reasonably satisfactory to the Company, if lost, stolen or destroyed,
and upon surrender and cancellation of this Warrant, if mutilated, and upon reimbursement of the
Companys reasonable direct expenses, the Company shall execute and deliver to the Holder a
new Warrant of like date, tenor and denomination.

7.             Registration Rights

Holders of the Ordinary Shares shall be entitled to all of the rights and privileges relating to registration
rights afforded to the Holders under Registration Rights Agreement attached hereto as Schedule A  and expressly made a part hereof.

8.             Headings

The headings of this Warrant have been inserted as a matter of convenience and shall not affect the
construction hereof.

9.             Notices.

Unless otherwise provided, any notice required or permitted under this Warrant shall be given in writing
and shall be deemed effectively given upon personal delivery to the party to be notified or seven
(7) days after deposit with the Post Authority, for dispatch by registered or certified mail, postage
prepaid and addressed to the Holder at the address set forth in the Companys books and to the
Company at the address of its principal offices set forth above, or when given by telecopier or other
form of rapid written communication, provided that confirming copies are sent by such airmail.

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10.           Governing Law

This Warrant shall be governed by and construed and enforced in accordance with the laws of the State
of Israel (regardless of the laws that might otherwise govern under applicable Israel principles
of conflicts of law). Anything to the contrary notwithstanding, the provisions of this Section 10
shall not apply to the Registration Rights schedule, which shall be subject to the provisions thereof.

11.           Entire Agreement; Amendment and Waiver

This Warrant and the schedule hereto constitute the full and entire understanding and agreement between
the parties with regard to the subject matters hereof and thereof. Any term of this Warrant may be
amended and the observance of any term hereof may be waived (either prospectively or retroactively
and either generally or in a particular instance) only with the written consent of both the Holder
and the Company.

IN WITNESS WHEREOF, the Company has caused this Ordinary Share Purchase Warrant to be executed as of the date first written
above.

NUR MACROPRINTERS
  LTD.

|By: /S/ David Amir         |  | 
|---------------------------------------- |  | 
|/title                                   |  | 
|                                         |  | 
|Agreed and Accepted:                     |  | 
|                                         |  | 
|__________________                       |  | 
|                                         |  | 
|By: ____________________________________ |  | 
|/title                                   |  | 

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EXHIBIT A

WARRANT EXERCISE
  FORM

| | Date:____________________ | 
| | ------------------------- | 

To:  Nur Macroprinters
  Ltd.

Re:   Exercise of Warrant

The undersigned hereby irrevocably elects to exercise the attached Warrant No. ___ to the extent of
___________________ Ordinary Shares of Nur Macroprinters Ltd. all in accordance with section 1.1(b)
of the Loan Undertaking Warrant . Payment to the Company of the total purchase price for such shares
has been made simultaneously with the delivery of this exercise of warrant. The undersigned requests
that certificates for such Ordinary Shares be registered in the name of ____________________ whose
address is ____________________ and that such certificates be delivered to whose address is _____________________________.



By:  ___________________

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Schedule
  AREGISTRATION
  RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) made as of the 15 day of October, 2003 by and among:

NUR Macroprinters Ltd., a company organized under the laws of the State of Israel, registered under number 52-003986-8, with
offices at 12 Abba Hilel Silver Street, Lod, Israel (the Company); and

Matthew L. Norton,43-19-41st  Street Apt. 3C, Sunnyside, NY 11104 (the Holder).

RECITALS:

WHEREAS  the Company has issued to the Holder a certain Warrant dated October 15, 2003, (the Warrant)
to purchase 2,000 Ordinary Shares of the Company, par value NIS 1.00 per share (the Warrant
Shares); and

WHEREAS the Company hereby undertakes to register the Warrant Shares underlying the Warrant in accordance with
the provisions of this Agreement.

NOW, THEREFORE, in consideration of the foregoing, the parties agree as follows:

1.
              Definitions.

Unless
  otherwise defined herein, all capitalized terms shall have the meaning ascribed
  thereto in the Warrant Agreement (as defined below). As used herein, the following
  terms have the following meaning:

Commission
  refers to the Securities and Exchange Commission.

Effective Date shall have the meaning as set forth in the Warrant Agreement.

Register, registered, and registration refer to a registration effected by filing a registration statement in compliance with the Securities
Act and the declaration or ordering by the Commission of effectiveness of such registration statement,
or the equivalent actions under the laws of another jurisdiction.

Registrable Shares means the Companys Ordinary Shares issuable upon the exercise of the Warrant.

Securities Act shall mean the U.S. Securities Act of 1933, as amended, or any similar federal statute, and
the rules and regulations of the Commission thereunder, all as the same shall be in effect at the
time.

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2.Piggyback
  Registration.  If the Company at any time following the Effective
  Date, proposes to register any of its securities (other than a registration
  statement on Form S-8 or any successor form for securities to be offered to
  employees of the Company pursuant to any employee benefit plan or a registration
  statement on form F-4 or any other successor form), for its own account or for
  the account of any other person, it shall give notice to the Holder of such
  intention. Upon the written request of the Holder given within twenty (20) days
  after receipt of any such notice, the Company shall include in such registration
  all of the Registrable Shares indicated in such request, so as to permit the
  disposition of the shares so registered in the manner requested by the Holder.
  Notwithstanding any other provision of this Section 2, with respect to an underwritten
  initial public offering by the Company, if the managing underwriter advises
  the Company in writing that marketing or other factors require a limitation
  of the number of shares to be underwritten, then there shall be excluded from
  such registration and underwriting to the extent necessary to satisfy such limitation,
  shares held by the Holder and by other shareholders of the Company who are entitled
  to have their shares included in such registration, pro rata among them to the
  extent necessary to satisfy such limitation. To the extent Registrable Shares
  are excluded from such underwriting, the Holder shall agree not to sell its
  Registrable Shares included in the registration statement for such period, not
  to exceed 180 days, as may be required by the managing underwriter, and the
  Company shall keep effective and current such registration statement for such
  period as may be required to enable the Holder to complete the distribution
  and resale of its Registrable Shares. Notwithstanding the provisions of this
  Section 2, the Company shall have the right at any time after it shall have
  given notice to the Holder, to elect not to file any such proposed registration
  statement.

3.            
Termination of Registration Rights

3.1           The
Holder shall not be entitled to exercise any right provided for in Section 2, after four years following
the date of the closing of the Warrant Agreement.

3.2
          In addition, the right of the Holder
to request registration pursuant to Sections 2 shall terminate upon such date that all Registrable
Shares held or entitled to be held upon conversion by the Holder may be sold without volume limitations
under Rule 144 (or any successor rule).

4.            
Designation of Underwriter.

In
  the case of any registration initiated by the Company, the Company shall have
  the right to designate the managing underwriter in any underwritten offering.

5.            
  Expenses.  All expenses incurred in connection with any registration
  under Section 2 shall be borne by the Company; provided, however, that the Holder
  shall pay its pro rata portion of the discounts payable to any underwriter.

6.            
  Indemnities.  In the event of any registered offering
  of Ordinary Shares pursuant to this Agreement:

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6.1           The
  Company will indemnify and hold harmless, to the fullest extent permitted by
  law, the Holder, the officers and directors  of the Holder and any
  underwriter for the Holder, and each person, if any, who controls the Holder
  or such underwriter, from and against any and all losses, damages, claims, liabilities,
  joint or several, costs, and expenses (including any amounts paid in any settlement
  effected with the Companys consent) to which the Holder or any such  officers
  and directors of the Holder, underwriter or controlling person may become subject
  under applicable law or otherwise, insofar as such losses, damages, claims,
  liabilities (or actions or proceedings in respect thereof), costs, or expenses
  arise out of are based upon (i) any untrue statement or alleged untrue statement
  of any material fact contained in the registration statement or included in
  the prospectus, as amended or supplemented, or (ii) the omission or alleged
  omission to state therein a material fact required to be started therein or
  necessary to make the statement therein, in the light of the circumstances in
  which they are made, not misleading, and the Company will reimburse the Holder,
  such officers and directors of the Holder, such underwriter, and each such controlling
  person of the Holder or the underwriter, promptly upon demand, for any reasonable
  legal or any other expenses incurred by them in connection with investigating,
  preparing to defend, or defending against, or appearing as a third-party witness
  in connection with such loss, claim, damage, liability, action, or proceeding;
  provided, however, that the Company will not be liable in any
  such case to the extent that any such loss, damage, liability, cost, or expense
  arises solely out of or is based solely upon an untrue statement or alleged
  untrue statement, or omission or alleged omission, so made in conformity with
  information furnished to the Company in writing by the Holder, such underwriter,
  or such controlling persons in writing specifically for inclusion therein; provided,
  further, that this indemnity shall not be deemed to relieve any underwriter
  of any of its due diligence obligations; and provided, further,
  that the indemnity agreement contained in this Sub-Section 6.1 shall not apply
  to amounts paid in settlement of any such claim, loss, damage, liability, or
  action if such settlement is effected without the consent of the Company, which
  consent shall not be unreasonably withheld. Such indemnity shall remain in full
  force and effect regardless of any investigation made by or on behalf of the
  Holder, the officers and directors of the Holder, the underwriter, or any controlling
  person of the Holder or the underwriter, and regardless of any sale in connection
  with such offering by the Holder. Such indemnity shall survive the transfer
  of securities by a Holder.

6.2           The
  Holder participating in a registration hereunder will indemnify and hold harmless
  the Company, the officers and directors of the Company, any underwriter for
  the Company, and each person, if any, who controls the Company or such underwriter,
  from and against any and all losses, damages, claims, liabilities, costs, or
  expenses (including any amount paid in any settlement effected with the Holders
  consent) to which the Company, the officers and directors of the Company or
  any such controlling person and/or any such underwriter may become subject under
  applicable law or otherwise, insofar as such losses, damages, claims, liabilities
  (or actions or proceedings in respect thereof), costs, or expense arise out
  of or are based on (i) any untrue or alleged untrue statement of any material
  fact contained in the registration statement or included in the prospectus,
  as amended or supplemented, or (ii) the omission or the alleged omission to
  state therein a material fact required to be stated therein or necessary to
  make the statements therein, in the light of the circumstances in which they
  were made, not misleading, and the Holder will reimburse the Company, the officers
  and directors of the Company, any underwriter, and each such controlling person
  of the Company or any underwriter, promptly upon demand, for any reasonable
  legal or other expenses incurred by them in connection with investigating, preparing
  to defend, or defending against, or appearing as a third-party witness in connection
  with such loss, claim, damage, action, or proceeding; in each case to the extent,
  but only to the extent, that such untrue statement or alleged untrue statement
  or omission or alleged omission was so made in strict conformity with written
  information furnished in a certificate by the Holder specifically for inclusion
  therein. The foregoing indemnity agreement is subject to the condition that,
  insofar as it relates to any such untrue statement (or alleged untrue statement),
  or omission (or alleged omission) made in the preliminary prospectus but eliminated
  or remedied in the amended prospectus at the time the registration statement
  becomes effective in the final prospectus, such indemnity agreement shall not
  inure to the benefit of (i) the Company and (ii) any underwriter, if a copy
  of the final prospectus was not furnished to the person or entity asserting
  the loss, liability, claim, or damage at or prior to the time such furnishing
  is required by the Security Act; provided, further, that this indemnity
  shall not be deemed to relieve any underwriter of any of its due diligence obligations;
  provided, further, that the indemnity agreement contained in this Sub-Section
  6.2 shall not apply to amounts paid in settlement of any such claim loss, damage,
  liability, or action if such settlement is effected without the consent of the
  Holder, as the case may be, which consent shall not be unreasonably withheld.
  In no event shall the liability of the Holder exceed the gross proceeds from
  the offering received by the Holder.

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6.3           Promptly
  after receipt by an indemnified party pursuant to the provisions of Section
  6.1 or 6.2 of notice of the commencement of any action involving the subject
  matter of the foregoing indemnity provisions, such indemnified party will, if
  a claim thereof is to be made against the indemnifying party pursuant to the
  provisions of said Section 6.1 or 6.2, promptly notify the indemnifying party
  of the commencement thereof; but the omission to notify the indemnifying party
  shall only relieve it from any liability which it may have to any indemnified
  party to the extent that such indemnifying party has been damaged by such omission
  to notify hereunder. In case such action is brought against any indemnified
  party and it notifies the indemnifying party of the commencement thereof, the
  indemnifying party shall have the right to participate in, and, to the extent
  that it may wish, jointly with any other indemnifying party similarly notified,
  to assume the defense thereof with counsel reasonably satisfactory to such indemnified
  party; provided, however, that if the defendants in any action include
  both the indemnified party and the indemnifying party and if in the reasonable
  judgment of the indemnified party there are separate defenses that are available
  to the indemnified party or there is a conflict of interest which would prevent
  counsel for the indemnifying party from also representing the indemnified party,
  the indemnified party or parties shall have the right to select, at the expense
  of the indemnifying party, separate counsel to participate in the defense of
  such action on behalf of such indemnified party or parties; provided, further,
  however, that if the Holder are the indemnified party, the Holder shall
  be entitled to one separate counsel at the expense of the Company and if underwriters
  are also indemnified parties who are entitled to counsel separate from the indemnifying
  party, then all underwriters as a group shall be entitled to one separate counsel
  at the expense of the Company.  After notice from the indemnifying party
  to such indemnified party of its election so to assume the defense thereof,
  the indemnifying party will not be liable to such indemnified party pursuant
  to the provisions of said Section 6.1 or 6.2 for any legal or other expense
  subsequently incurred by such indemnified party in connection with the defense
  thereof, unless (i) the indemnified party shall have employed counsel in accordance
  with the provision of the preceding sentence, (ii) the indemnifying party shall
  not have employed counsel reasonably satisfactory to the indemnified party to
  represent the indemnified party within a reasonable time after the notice of
  the commencement of the action and within 15 days after written notice of the
  indemnified partys intention to employ separate counsel pursuant to the
  previous sentence, or (iii) the indemnifying party has authorized the employment
  of counsel for the indemnified party at the expense of the indemnifying party.
   No indemnifying party will consent to entry of any judgment or enter into
  any settlement which does not include as an unconditional term thereof the giving
  by the claimant or plaintiff to such indemnified party of a release from all
  liability in respect to such claim or litigation.

6.4           If
  recovery is not available under the foregoing indemnification provisions, for
  any reason other than as specified therein, the parties entitled to indemnification
  by the terms thereof shall be entitled to contribution to liabilities and expenses.
  In determining the amount of contribution to which the respective parties are
  entitled, there shall be considered the parties relative knowledge and
  access to information concerning the matter with respect to which was asserted,
  the opportunity to correct and prevent any statement or omission, and any other
  equitable consideration appropriate under the circumstances. In no event shall
  any party that is found liable for fraudulent misrepresentation within the meaning
  of Section 1(f) of the Securities Act be entitled to contribution hereunder
  from any party not found so liable, and in no event shall any contribution from
  the Holder be more than the gross proceeds that it receives from the offering
  .

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7.           Conditions
  to Registration.  The Company shall not be obligated to effect
  the registration of the Registrable Shares pursuant to this Agreement unless
  the Holder participating therein consents to customary conditions of a reasonable
  nature that are imposed by the Company, including, but no limited to, the following:

(a)           conditions
  prohibiting the sale of Registrable Shares by the Holder from 30 days before
  the filing of the registration statement until the registration statement becomes
  effective;

(b)           conditions
  requiring the Holder to comply with all applicable provisions of the Securities
  Act and the United States Securities Exchange Act of 1934, as amended, (the
  Exchange Act), including, but not limited to, the prospectus delivery
  requirements, and to furnish to the Company information about sales made in
  such public offering; and

(c)           conditions
  prohibiting the Holder, upon receipt of written notice from the Company that
  it is required by law to correct or update the registration statement or prospectus,
  from effecting sales of the Registrable Shares until the Company has completed
  the necessary correction or updating.

8.           Lock-Up.     In
  any registration of the Companys shares, the Holder acknowledges that
  any sales of Registrable Shares may be subject to a lock-up period
  restricting such sales beginning thirty (30) days prior to, and for up to one
  hundred and eighty (180) days following, the effective date of such registration,
  and the Holder will agree to abide by such customary lock-up period
  as is required by the underwriter in such registration.

9.           Customary
  Arrangements.  The Holder may not participate in any underwritten
  offering pursuant to a registration filed hereunder unless the Holder (a) agrees
  to sell its securities on the basis provided in any customary underwriting
  arrangements, and (b) provides any relevant information and completes and executes
  all questionnaires, powers of attorney, indemnities, underwriting agreements,
  and other documents required under the terms of such underwriting arrangements;
  provided, however, that the Holder participating in the underwritten registration
  may appoint one legal or other representative to negotiate the underwriting
  arrangements.

10.           Public
  Information.  The Company shall undertake to make publicly available
  and available to the Holder adequate current public information within the meaning
  of, and as required pursuant to, Rule 144.

11.           Non-United
  States Offering.  In the event of a public offering of securities
  of the Company outside of the United States, the Company will afford the Holder
  registration rights in accordance with applicable law and comparable in substance
  to the foregoing registration rights.

12.
            Assignment of
  Registration Rights.  The rights to cause the Company to register
  Registrable Shares pursuant to this Agreement may not be assigned by the Holder.

13.
            Changes in Registrable
  Shares.  If, and as often as, there are any changes in the Registrable
  Shares by way of stock split, stock dividend, combination or reclassification,
  or through merger, consolidation, reorganization or recapitalization, or by
  any other means, appropriate adjustment shall be made in the provisions of this
  Agreement, as may be required, so that the rights and privileges granted hereby
  shall continue with respect to the Registrable Shares as so changed. Without
  limiting the generality of the foregoing, the Company will require any successor
  by merger or consolidation to assume and agree to be bound by the terms of this
  Agreement, as a condition to any such merger or consolidation.

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14.
            Entire Agreement.  This
  Agreement constitutes the full and entire understanding and agreement among
  the parties hereto with respect to the subject matter hereof and supersedes
  all prior agreements (including, without limitation, the term sheet entered
  into between the Company and the Holder, and any and all negotiations and oral
  understandings with respect thereto) and any and all registration rights that
  the Company had previously granted to any party hereto in any capacity whatsoever.
  Nothing in this Agreement, express or implied, is intended to confer upon any
  Person, other than the parties hereto and their respective successors and assigns,
  any rights, remedies, obligations, or liabilities under or by reason of this
  Agreement, except as expressly provided herein.

15.
            Governing Law.  This
  Agreement shall be governed in all respects by the laws of the State of New
  York, as such laws are applied to agreements between State of New York residents
  entered into and to be performed entirely within State of New York, whether
  or not all parties hereto are residents of State of New York.

16.
            Successors and
  Assigns.  The provisions hereof shall inure to the benefit of,
  and be binding upon, the successors, permitted assigns as provided in Section
  12, heirs, executors and administrators of the parties hereto.

17.
            Notices.  Unless
  otherwise provided, any notice required or permitted under this Agreement shall
  be given in writing and shall be deemed effectively given upon receipt by the
  party to be notified (including by telecopier, receipt confirmed) or seven  (7)
  days after deposit with the United States Post Office or three (3) days after
  deposit with the Israel Post Authority, by registered or certified mail, postage
  prepaid and addressed to the party to be notified (a) if to a party other than
  the Company, at such partys address set forth in this Agreement or at
  such other address as such party shall have furnished the Company in writing,
  or, until any such party so furnishes an address to the Company, then to and
  at the address of the last holder of the shares covered by this Agreement who
  has so furnished an address to the Company, or (b) if to the Company, at its
  address set forth at in this Agreement, or at such other address as the Company
  shall have furnished to the parties in writing.

18.
            Severability.  Any
  invalidity, illegality or limitation on the enforceability of this Agreement
  or any part thereof, by any party whether arising by reason of the law of the
  respective partys domicile or otherwise, shall in no way affect or impair
  the validity, legality or enforceability of this Agreement with respect to other
  parties. If any provision of this Agreement shall be judicially determined to
  be invalid, illegal or unenforceable, the validity, legality and enforceability
  of the remaining provisions shall not in any way be affected or impaired thereby.

19.
            Titles and Subtitles.  The
  titles of the Sections of this Agreement are for convenience of reference only
  and are not to be considered in construing this Agreement.

20.
            Counterparts.  This
  Agreement may be executed in any number of counterparts, each of which shall
  be an original, but all of which together shall constitute one instrument. This
  Agreement may be executed by facsimile signatures.

|IN WITNESS
      WHEREOF the parties have signed this Agreement.
|----------------------------------------------------------------
|                                                                
|/S/ David Amir                                    
|NUR Macroprinters Ltd.                                          
|By: David Amir, CEO                                             

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