Exhibit 4.12

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 $0.784
per share

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

On
the Expiration Date (as hereinafter defined)

in favor of

Poalim Capital Markets
& Investments Ltd.

# No. W-1

NUR MACROPRINTERS LTD., an
Israeli company with its principal offices at12 Abba Hilel Silver Street, Lod, Israel (the
Company), hereby grants to Poalim Capital Markets & Investments
Ltd. (the Holder), the right to purchase, subject to the terms and
conditions hereof, up to eleven thousand (11,000)] of the Companys Ordinary
Shares, par value NIS 1.00 per share (herein Ordinary Shares),
exercisable at any time from time to time, on or after the date hereof (the
Effective Date), and until the fourth 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 $0.784 United States Dollars ($0.784) 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 Effective Date 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)
          This Warrant may not be exercised unless the Holder delivers to the Company (a)
          written certification that it is not a U.S. person (as defined in
          Regulation S under the Securities Act) and the Warrant is not being exercised on
          behalf of a U.S. person (an Exercise Certificate), or (b) a
          written opinion of counsel to the effect that the Warrant and the Warrant Shares
          have been registered under the Securities Act and applicable state securities
          laws or an exemption from such registration is available, which counsel and
          opinion shall be reasonably satisfactory to the Company (Exercise
          Opinion).

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, 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.

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, nonassessable, free and clear from any lien,
encumbrance, pledge or any other third party right and not subject to any preemptive
rights.

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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. Any
adjustment under this section (3.1) shall be determined in good faith by the Board of
Directors of the Company and shall become effective at the close of business on the date
the subdivision or combination becomes effective.

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; Provided, however, that if such
record date is fixed and such dividend is not fully paid or if such distribution is not
fully made on the date fixed thereof, the Exercise Price shall not be adjusted as of the
close of business on such record day and instead the Exercise Price shall be adjusted
pursuant to this Section (3.2) as of the time of actual payment of such dividends or
distributions.

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.

3.4     Definition
of Ordinary Shares. For the purpose of this Warrant and without derogating from the
provisions of the preamble to 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.

4.
          Notices to Warrant Holders. Nothing contained in this Agreement 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

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(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.

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 Effective
          Date. Thereafter, the Holder may, subject to applicable securities laws and the
          conditions set forth herewith, Sell, all or any portion of the Warrants,
          provided that the Holder may only Sell the Warrants on one occasion, to no more
          than one (1) transferee.Except as otherwise provided herein, the sale of
          the Warrant, shall confer upon the transferee all of the rights, privileges, and
          obligations set forth in, arising under, or created by this Agreement,
          provided, however that such assignment shall with respect to the
          Registration Rights, only be assigned pursuant to the Registration Rights
          Agreement.

(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.     Registration
Rights

The Holders of the Ordinary Shares
shall be entitled to the registration rights as provided for in the Registration Rights
Agreement attached thereto.

7.     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.

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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.

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). The Parties hereto shall submit to the exclusive jurisdiction of the competent
Courts of Tel-Aviv any dispute or matter arising out of or connected with this Warrant.
Anything to the contrary notwithstanding, the provisions of this Section 10 shall not
apply to the Registration Rights , which shall be subject to the provisions thereof.

11.     Entire
Agreement; Amendment and Waiver

This Warrant and the exhibit hereto,
the Letter Agreement dated November 21, 2002 and the Registration Rights Agreement dated
November 21, 2002, 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 Warrant to be executed as of this 21 day of November 2002

NUR MACROPRINTERS LTD.

By: _______________________

Hilel Kremer, VP Finance & CFO

Date: 21.11.02

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# EXHIBIT A

# WARRANT EXERCISE FORM

Date:____________________

To: Nur Macroprinters Ltd.

# Re: Exercise of Warrant

|1. | The
undersigned (a) elects to purchase the _________ ordinary shares of NIS 1.00
          par value each of Nur Macroprinters Ltd. (the Warrant Shares),
          pursuant to the terms of the Warrant dated November 21, 2002 (the
          Warrant), (b) tenders herewith payment of the Exercise Price for
          such Warrant Shares in full.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2. | Please
issue a certificate representing said Ordinary Shares in the name of the
          undersigned.
|-- | ------------------------------------------------------------------------------------------------------

|3. | In
the event of partial exercise, please issue a new Warrant for the unexercised
          portion of the attached Warrant in the name of the undersigned.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------

|______________________

(Date) | ______________________
(Print Name)

______________________ 

(Signature)
|------------------------------ | -------------------------------------------------------------------------

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