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Exhibit 4.22



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|----------------------------- | ---------------------
|From:  NUR Macroprinters Ltd. | Date: June 29th, 2005

To: Bank Hapoalim B.M.

Dear Sirs,

We refer to the Undertaking dated
February 18, 2004 signed between Bank Hapoalim B.M., on the one hand (the
Bank) and NUR Macroprinters Ltd. (the Borrower), on the other
hand (the Facility Agreement), and to the business plan submitted by
the Borrower to the Bank on June 27, 2005, a copy of which is attached hereto (the
Business Plan).

We hereby request of the Bank that
further to the Business Plan, the Bank hereby waives the following obligations of the
Borrower under the Facility Agreement subject to the terms and conditions below:

1.    
          The Bank shall waive the non-performance by the Borrower of the financial
          covenants of the Facility Agreement for all of the periods ending March 31, 2005
          (including the repayment provisions resulting from the non-performance by the
          Borrower of such financial covenants prior to March 31, 2005).

2.    
          With respect only to the quarters ending on June 30, 2005, September 30, 2005
          and December 31, 2005, the Bank waive the financial covenants set forth in
          Sections 1, 2 and 4 of the Facility Agreement. In lieu of the Financial
          Covenants for the above mentioned quarters, the Borrower shall abide by the
          following financial covenants:

(i)       
          The total revenue of the Borrower for each of the quarters ending June 30, 2005,
          September 30, 2005 and December 31, 2005, as reported in each of the respective
          quarterly financial statements of the Borrower, shall not be less than sixteen
          million U.S. Dollars ($16,000,000).

(ii)       
          The operating loss of the Borrower for the quarter ending on June 30, 2005, as
          reported in the financial statements of the Borrower for the quarter ending on
          June 30, 2005, shall not exceed two million U.S. Dollars ($2,000,000). For each
          of the quarters ending on September 30, 2005, and December 31, 2005, the
          operating income of the Borrower, as reported in the financial statements of the
          Borrower for each respective quarter, shall be greater than zero. For the
          purpose of this section, operating loss shall not include any non-cash expenses
          relating to the accounting treatment of options and/or warrants.

(iii)       
          For each of the quarters ending on June 30, 2005, September 30, 2005 and
          December 31, 2005, the inventory of the Borrower, as reported in the respective
          financial statements of the Borrower, shall not be less than fourteen million
          U.S. Dollars ($14,000,000).



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(iv)       
          For each of the quarters ending on June 30, 2005, September 30, 2005 and
          December 31, 2005, the accounts receivable of the Borrower, as reported in the
          respective quarterly financial statements of the Borrower, shall not be less
          than seven million U.S. Dollars ($7,000,000).

3.    
          Unless in a case of a breach by the Borrower of any of its obligations
          hereunder, the Borrower shall not be obligated to repay to the Bank any amounts
          on account of principal that are due and payable under the Facility Agreement
          (the Deferred Payments) until January 1st 2006. For the removal of
          doubt, all other payments due to the Bank by the Borrower, including, but not
          limited to, any payments on account of interest, shall be paid by the Borrower
          to the Bank in accordance with the applicable terms and conditions of the
          Facility Agreement.

4.    
          By the fifteenth day of each calendar month (if the fifteenth day of a calendar
          month is not a business day, then by the immediately following business day),
          from July 15, 2005, and until January 15, 2006, the Borrower shall provide the
          Bank with a report which shall detail the Borrowers un-audited balance
          sheet, profit/loss statement and statement of cash flow, for the calendar month
          immediately preceding the month in which the report is provided. The first such
          report shall be provided by the Borrower to the Bank on July 17, 2005, with
          respect to the above mentioned financial data for the month of June, 2005.

5.    
          The Borrower shall comply with all of its obligations hereunder. A breach by the
          Borrower of any of its obligations hereunder, shall entitle the Bank to
          immediately, at its sole discretion, declare this letter agreement, or any of
          the provisions herein, except for section 1 above, as immediately being null and
          void and to exercise all or any of its rights and remedies under the Facility
          Agreement and/or under any law.

6.    
          In any case of a breach by the Borrower of this letter agreement, including
          non-achievement by the Borrower of any of the financial covenants set forth in
          this letter agreement in any amount (i) the Borrower shall repay all amounts
          then owing under any or all documentation between the Borrower (including any
          entity that controls, is controlled by, or under common control with, the
          Borrower) and the Bank, to the Bank and (ii) the Bank shall be entitled to
          exercise any and all rights set forth in any or all documentation between the
          Borrower (including any entity that controls, is controlled by, or under common
          control with, the Borrower) and/or as provided by law.



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7.    
          It is hereby clarified that except for the waivers explicitly requested herein,
          the Bank does not make any other waivers with respect to any of the provisions
          of the Facility Agreement, any of the Schedules thereto, or any of its rights or
          remedies available under the Facility Agreement. For the avoidance of doubt, the
          Facility Agreement, and all Schedules thereto, shall remain unaltered. We
          acknowledge that your consent is limited to the reasons and time periods
          mentioned above and which in no way shall prejudice the rights of the Bank to
          demand immediate repayment on account of any other reasons whatsoever pursuant
          to the terms of any or all documentation between the Borrower (including any
          entity that controls, is controlled by, or under common control with, the
          Borrower), and the Bank, and/or as permitted by law.

8.    
          The Borrower shall be obligated to pay the properly documented legal expenses of
          the Bank to the law office of Yigal Arnon & Co., in an amount that shall not
          exceed thirty thousand U.S. Dollars ($30,000), within thirty (30) days from the
          execution of this letter agreement.

Yours faithfully,

|NUR Macroprinters Ltd.By: /s/ David Amir |  | /s/ David Seligman
|------------------------------------------------------ |  | --------------------------------

We hereby  confirm  and agree to the  above,  subject  to our  receipt  of  confirmation  of the  execution  of letter
agreements  with Bank Leumi  Le-Israel  B.M. and Israel  Discount Bank Ltd., in a form identical to the above (subject
to necessary changes).

|/s/ Bank Hapoalim B.M.Bank Hapoalim B.M. |  | 
|------------------------------------------------------ |  | 



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