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 $5.00 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 Seventy Thousand (70,000) 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"),

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









{PAGE}





                                      -2-



Million United States Dollars ($5,800,000) in advance of the payment schedule

provided for in the Rescheduling Agreement.



In addition for the avoidance of doubt, it is hereby clarified that following

the exercise or transfer of this Warrant in accordance with the terms hereof,

such prepayment of Long Term Debt shall not cancel or otherwise lessen, limit or

prejudice the rights of the Holder or transferee under the Warrant, which rights

shall remain in full force notwithstanding any prepayment.

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