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Exhibit 2.23

# 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 $0.62 per
share

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

On
the Expiration Date (as hereinafter defined)

in favor of

BANK HAPOALIM B.M.

NUR MACROPRINTERS LTD., an
Israeli company with its principal offices at12 Abba Hilel Silver Street, Lod, Israel (the
Company), hereby grants to Bank Hapoalim B.M. (the
Holder), the right to purchase, subject to the terms and conditions
hereof, up to a Five Hundred and Five Thousand (505,000) of the Companys Ordinary
Shares, par value NIS 1.0 per share (Ordinary Shares), exercisable at
any time from time to time, on or after the second anniversary of the date hereof (the
Effective Date), and until the second 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 USD 0.62 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 reasonable 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.

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.

3.4         Definition of Ordinary
Shares. For the purpose of this Agreement, 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 agreeement 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 ro 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.

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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

(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
          Schedule.

(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 SECURITIESACT
OF 1933, AS AMENDED, PURSUANT TO A REGISTRATION STATEMENT. ACCORDINGLY, SUCH SHARESMAY
NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER SUCH ACT, ORAN
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
Schedule attached thereto.

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|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.

|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 schedule, which shall be subject to the provisions
thereof.

|10. | 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
David Amir, CEO
Date: August1, 2003

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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 to the extent of ___________________ Ordinary
Shares of NUR Macroprinters Ltd. at $0.62 per Ordinary Share. Payment to the Company of
the total purchase price for such shares has been made simultaneously with the delivery of
this exercise of warrant.

By: ___________________

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