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                                                                   Exhibit 10.10

                               [CAMTEK LETTERHEAD]

To:

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                            LETTER OF INDEMNIFICATION

1.       UNDERTAKING OF INDEMNIFICATION - GENERAL

         1.1      We hereby inform you that Audit Committee, the Board of
                  Directors, and the General Meeting of the Company resolved, on
                  March 9, 2000, to grant an undertaking of indemnification to
                  the office holders of the Company.

         1.2      In your capacity as an Office Holder of the Company and in
                  accordance with aforementioned resolutions, the Company
                  undertakes to indemnify you with respect to any liability or
                  expense impose d upon you as a result of an Action taken by
                  you in your capacity as an Office Holder in the Company, in
                  accordance with and subject to the provisions set forth below.

         1.3      Terms not defined in this Letter of Indemnification shall have
                  the meanings assigned to them in the Companies Law, 5759-1999
                  (hereinafter: the "COMPANIES LAW").

         1.4      This Letter of Indemnification and the undertakings of the
                  Company hereunder are subject to the provisions of the
                  Companies Law regarding the indemnification of Office Holders.

2.       THE SUBSTANCE OF THE INDEMNIFICATION

         2.1      The Company shall indemnify you with respect to a liability or
                  expense imposed upon you as a result of an Action, including
                  an omission, made or taken by you in your capacity as an
                  Office Holder in the Company, including such an Action or
                  omission in a subsidiary or affiliated company of the Company,
                  as follows:

                  (a)      A financial liability imposed upon you in favor of
                           another person in a judgement, including a judgement
                           given by way of compromise, or an arbitration award
                           approved by the court;

                  (b)      Reasonable litigation expenses, including legal fees,
                           incurred by you or imposed upon you by a court, in a
                           claim filed against you by the Company or on the
                           Company's behalf, or by another person, or in
                           connection with a criminal charge of which you have
                           been acquitted, or a criminal charge which does not
                           require proof of MENS REA.
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         2.2      Notwithstanding the aforesaid, you will not be indemnified
                  with respect to:

                  (a)      a breach of fiduciary duty, except where you have
                           acted in good faith and with reasonable grounds to
                           assume that your Actions would not adversely affect
                           the Company;

                  (b)      a breach of the duty of care committed intentionally
                           or recklessly;

                  (c)      an Action taken with the intention of making an
                           unlawful profit; or

                  (d)      any fine or administrative pecuniary punishment
                           imposed upon you.

3.       THE AMOUNT OF INDEMNIFICATION

         3.1      The amount of indemnification shall be up to US $25,000,000
                  (twenty-five million US dollars)(hereinafter: the "MAXIMUM
                  INDEMNIFICATION AMOUNT").

         3.2      To remove any doubt, it is hereby clarified that the Maximum
                  Indemnification Amount is the maximum amount of
                  indemnification for all of the Office Holders of the Company
                  together, whether with respect to the same cause or a number
                  of causes, and such amount will be allocated amongst them in
                  accordance with the chronological order in which the suits
                  and/or claims, with respect to which indemnification is to be
                  granted, where filed, up to said Maximum Indemnification
                  Amount.

         3.3      The indemnification amount actually paid sill be limited to
                  those amounts not covered by the Company's directors and
                  officers insurance policy, and/or not actually paid, and you
                  will not be entitled to payment from the Company for damages
                  with respect to which you have already received payment from
                  an insurer and/or the Company and/or any other.

         3.4      Subject to the aforesaid, the indemnification will be provided
                  in each individual case for all amounts incurred by you with
                  respect to events to which the indemnification applies.

4.       CATEGORIES OF EVENTS TO WHICH THE INDEMNIFICATION APPLIES

         The indemnification shall apply to such liabilities as aforesaid,
arising from one or more of the following events:

         4.1      an offer and/or issuance of securities of the Company to the
                  public and/or to certain persons, under a prospectus or in a
                  private placement, including the planned offering and the
                  prospectus to be published in Nasdaq, and the content of
                  documents for the performance thereof;
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         4.2      actions and/or reports arising from the Company's status as a
                  "public company" whose shares have been offered to the public
                  and area traded on Nasdaq in the United States, or in any
                  other exchange;

         4.3      resolutions and/or actions regarding the management of the
                  Company's business;

         4.4      resolutions and/or actions regarding the environment;

         4.5      resolutions and/or actions regarding patents, models,
                  trademarks or other intellectual property, and/or infringement
                  thereupon;

         4.6      resolutions and/or actions regarding investments in the
                  Company and/or the acquisition of assets, including the
                  acquisition of companies and/or businesses and/or the
                  investment of funds in tradeable securities and/or in any
                  other manner;

         4.7      resolutions and/or actions concerning labor relations;

         4.8      resolutions and/or actions regarding agreements of the Company
                  with others, including for example: customers, suppliers,
                  contractors, etc.;

         4.9      resolutions and/or actions concerning subsidiaries and/or
                  affiliated companies, including resolutions and/or actions as
                  Office Holders in such subsidiaries and/or affiliated
                  companies;

         4.10     a pecuniary liability to a third party due to the distribution
                  of a dividend;

         4.11     resolutions and/or actions concerning the provisions of an
                  opinion with respect to a tender offer, or any other action
                  concerning and/or related to a tender offer;

         4.12     resolutions and/or actions concerning a merger; and

         4.13     resolutions and/or actions concerning the approval of
                  transactions with Office Holders and/or controlling persons.

MISCELLANEOUS

5.       In the event that a legal proceeding is commenced against you, or there
         exists a threat or concern that such a proceeding shall be commenced,
         the Company will make available to you, in advance and on account, such
         amounts as shall be estimated by the Company to cover those reasonable
         legal expenses, including attorneys' fees, to which you are entitled,
         unless the Company shall take upon itself to manage the proceedings as
         provided hereinbelow.

6. In any event in which you are entitled to indemnification, such
indemnification shall be subject to the following conditions:
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         6.1      You shall inform the Company of any legal proceedings
                  commenced against you and of any threat or concern that such
                  proceedings are about to be commenced against you, as soon as
                  you have first become aware of such commencement, threat or
                  concern; and you shall provide the Company or to whomever the
                  Company shall indicate, without delay, any document delivered
                  to you and any information brought to your attention in
                  connection with such proceedings.

                  Furthermore, you must keep the Company informed at all times
                  with respect to events which raise concerns that they will
                  cause legal proceedings to be commenced against you.

         6.2      The Company shall be entitled to take upon itself the handling
                  of said legal proceeding and/or to place the handling in the
                  hands of any attorney selected by the Company for such
                  purpose, other than an attorney to whom you shall object on
                  reasonable grounds, in which case another attorney shall be
                  selected by the Company. The Company and or the attorney
                  selected by its as aforesaid shall be entitled to act
                  exclusively and to bring the proceedings to a close, as they
                  see fit.

                  At the request of the Company, you shall sign any document
                  empowering the Company and/or said attorney to handle on your
                  behalf the defense in such proceedings and to represent you in
                  all related matters, as aforesaid.

                  To remove any doubt, it is clarified that the Company and/or
                  said attorney shall not be entitled, in the framework of a
                  criminal proceeding, to plead guilty on your behalf or to
                  agree to any plea bargain, without your consent. Furthermore,
                  neither the Company nor said attorney shall be entitled, in
                  the framework of a civil proceeding, to admit on you behalf
                  (whether in court or in the framework of a settlement), the
                  existance of any of the events for which you are not entitled
                  to indemnification under this Indemnification Letter or under
                  law, without your consent. However, nothing in the aforesaid
                  shall be construed to prevent the Company, or said attorney
                  with the approval of the Company, from reaching a monetary
                  settlement with a plaintiff in a civil suit without your
                  consent, provided only that such settlement shall not involve
                  any admission of the existence of any of the events for which
                  you are not entitled to indemnification under this
                  Indemnification Letter or under law.

         6.3      You will fully cooperate with the Company and/or with any
                  attorney as aforesaid, in every reasonable way as requested of
                  you by either of them, in the framework of their handling of
                  said legal proceedings, provided however that the Company
                  shall cover all expenses that shall arise from such
                  cooperation, so that you shall not be required to pay or to
                  finance such expenses yourself.

         6.4      The Company shall not be required to indemnify you as
                  aforesaid for any amount paid by you in accordance with the
                  terms of a settlement reached in a lawsuit, claim, or any
                  other proceeding, if it has not given its prior written
                  consent to the settlement.
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         6.5      You shall neither admit to nor accept liability for an Action
                  with respect to which you are entitled to indemnification
                  under this Indemnification Letter, without the prior written
                  consent of the Company.

7.       In the event that any action, resolution, approval, or any other or
         further procedure shall be required in order to give force and/or
         effect to any of the above undertakings, the Company shall undertakes
         to cause same to be taken, adopted, given and/or made, as applicable,
         such that all its above undertakings shall have full force and effect.

8.       Your rights under this Letter of Indemnification may not be assigned or
         transferred. Notwithstanding the above, the indemnification under this
         Letter shall inure also to the benefit of your estate

9.       This Letter of Indemnification shall be governed by the laws of the
         State of Israel. The competent courts of the State of Israel shall have
         exclusive jurisdiction, and no forum outside of Israel shall have any
         jurisdiction, over all matters in connection with this Letter of
         Indemnification, including its validity, construction, extent or
         cancellation.

                                                   Sincerely,

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                                                   Camtek Ltd.