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Exhibit 2.28

# REGISTRATION RIGHTS
AGREEMENT

THIS
REGISTRATION RIGHTS AGREEMENT (this Agreement) made as of the 27
day of June, 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"); andIsrael Discount Bank,a company organized under the laws of the State of Israel, registered under
number________, with offices at _________ (the "Holder").

# RECITALS:

WHEREAS
the Company has issued to the Holder a certain Warrant dated June 27, 2003 (the
Warrant) to purchase 27,000 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.

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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 .

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.

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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 only be assigned by
          the Holder (the Assignment) under the following conditions:

| | (i) | The assignment shall be concurrent with the sale or transfer of the Warrant or
               the Registrable Shares and only with respect to the transferred Registrable
               Shares;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii) | The Holder may only assign the Registration Rights pursuant to this Agreement on
               one occasion, to no more than one transferee; and
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii) | The assignee of the Registration Rights may not further assign the Registration
               Rights. In addition, the Company shall have no obligation to amend an effective
               registration to reflect the name of a transferee in such registration statement.
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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.

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.

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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.

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|---------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------- | 
|/S/ David Amir
NUR Macroprinters Ltd.         
By: David Amir, President & CEO
Date: June 27, 2003 | _______________________
Israel Discount Bank.
By: ___________________
Date: __________________ | 

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