THE FOUNDERS AGREEMENT



              DRAWN UP AND SIGNED IN MAGSHIMIM ON SEPTEMBER 30 1999





BETWEEN:              NUR MACROPRINTERS LTD.

                      Public Company 52-003986-8

                      5 David Navon Street, Magshimim

                      (Hereinafter: "NUR")

                                                                OF THE ONE PART;





AND BETWEEN:     1.   GERA EIRON

                      I.D. number 050722719

                      50 HASEIFAN STREET, TEL-MOND

                      (Hereinafter: "EIRON")



                 2.   OGEN DIALOGIX LTD.

                      Private Company 51-283374-0

                      50 HASEIFAN STREET, TEL-MOND

                      (Hereinafter: "OGEN")



           (Eiron and Ogen jointly and severely, hereinafter: "GERA")



                                                             OF THE SECOND PART;





WHEREAS:       NUR is engaged, among other things in the production marketing

               and sales on its own and/or through others of wide format digital

               printers (hereinafter: the "PRINTERS");



AND WHEREAS:   Eiron has the know-how and experience in the field of assembling

               printers;



AND WHEREAS:   The parties wish to act in cooperation in the field of assembling

               the printers that NUR developed, and which are known as BlueBoard

               and Fresco, in executing development works for NUR, and subject

               to a future agreement, as mentioned in clause 5.3 below, the

               assembly of additional printers for NUR (hereinafter: the "JOINT

               ACTIVITIES"), all as detailed in this agreement;



AND WHEREAS:   The parties wish to establish a company, which will be jointly

               owned in equal shares, by NUR and Ogen whose joint activities

               will be carried out through it (hereinafter: the "COMPANY")

               and for which Ogen through Eiron will provide management

               services to the company, as its general manager in a full time

               position;



AND WHEREAS:   The parties wish to arrange and base the terms of the engagement

               between them regarding the joint operations in the Company in

               writing and all as detailed in this agreement;



{PAGE}



THEREFORE, IT IS AGREED, DECLARED AND CONDITIONED BETWEEN THE PARTIES AS

FOLLOWS:



1.   PREAMBLE AND INTERPRETATION



1.1  The Appendices and the preamble to this agreement are an integral part

     thereof,



1.2  The headings to the clauses in this agreement are for convenience and

     guidance only and should not be used to interpret the agreement.



2.   THE AGREEMENT



2.1  In effect as from October 1, 1999 (hereinafter: the "DETERMINING DATE") the

     parties will start acting in cooperation in the field of the joint

     activities including setting up the Company and operating it and all as

     detailed in this agreement.



2.2  This agreement comes into force from the date of its signing.



3.   ESTABLISHING THE COMPANY



3.1  Immediately after signing this agreement the parties will act to establish

     the Company, which will be registered as a private company limited by

     shares, and will function as the sole framework for operation of the

     parties in the field of their joint activities. The Company's Articles are

     attached hereto as APPENDIX A to this agreement (hereinafter: the

     "COMPANY'S ARTICLES").



3.2  The name of the Company will be "NUR Engineering Ltd." or a name similar to

     that, as approved by the Registrar of Companies. Apart from mentioning the

     name, the Company will not be entitled to use in a written document any

     other use of the name NUR and/or any trademark of NUR unless it receives

     the prior written agreement of NUR for this.



3.3  After establishing the Company it will adopt the provisions of this

     agreement and the provisions of the Assembly Agreement, the Development

     Agreement, the ITS Agreement and the Management Services Agreement as

     defined below. The parties will act in order to take all the decisions

     required by the competent organs of the Company in order for it to adopt

     the provisions of the said agreements.



4.   THE COMPANY'S CAPITAL



4.1  The Company's registered capital will be NIS 37,000 divided into 37,000

     ordinary registered shares of NIS 1 par value each (hereinafter: the

     "SHARES"). The rights attached to the shares will be as detailed in the

     Company's Articles.



4.2  At the time of registration, each of the parties, NUR and Ogen will be

     allotted 100 shares of the Company in cash, in consideration for the par

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