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 $0.34 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.

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 Bank Hapoalim B.M. (the Holder), the right to purchase, subject to the terms and conditions hereof, up to a Hundred and Forty Thousand (140,000) of the Companys 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), provided that the Company has not, prior to the exercise or transfer of this Warrant, prepaid to the Holder the sum of 5.80 Million United States Dollars ($5,800,000) of the Long Term Debt as defined under the terms and conditions of a certain document entitled Misgeret Ashrai signed on 10.02.02 by and among the Holder and the Company (the Rescheduling Agreement). For the avoidance of doubt, it is hereby clarified that the prepayment of the above-mentioned 5.80 Million United States Dollars ($5,800,000) shall mean the payment of 5.80 Million United States Dollars ($5,800,000) in advance of the payment schedule provided for in the Rescheduling Agreement.

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