SC 13D/A

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Nur Macroprinters Ltd.

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

M75165106

(CUSIP number)

Kanir Joint Investments (2005) Limited Partnership

c/o Adam M. Klein

Goldfarb, Levy, Eran, Meiri, Tzafrir & Co.

2 Weizmann Street

Tel Aviv 64239, Israel

Tel: +972-3-608-9839

(Name, address and telephone number of person

authorized to receive notices and communications)

February 21, 2008

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D/A

CUSIP No. M75165106

1	NAMES OF REPORTING PERSONS Kanir Joint Investments (2005) Limited Partnership
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o  (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER -
		8	SHARED VOTING POWER 67,338,860*
		9	SOLE DISPOSITIVE POWER -
		10	SHARED DISPOSITIVE POWER 67,338,860*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,338,861*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 27.0%*
14	TYPE OF REPORTING PERSON PN

* Excludes 7,492,705 Ordinary Shares (including warrants to purchase 403,846 Ordinary Shares) to be purchased pursuant to the Agreements (as defined herein) which have not yet been consummated; see Items 5 and 6 below.Pursuant to Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Fortissimo Capital Fund GP, L.P., Fortissimo Capital Fund (Israel) L.P., Fortissimo Capital Fund (Israel-DP), L.P. and Fortissimo Capital Fund, L.P. (together, the “Fortissimo Entities”) may, together with the Reporting Persons, be deemed to be members of a “Group” as such term is defined under the Exchange Act, and Kanir may be deemed to beneficially own the 44,999,999 Ordinary Shares beneficially owned by the Fortissimo Entities (the “Fortissimo Entities Shares”) as reported in the Schedule 13D filed by the Fortissimo entities on November 10, 2005. The Reporting Persons disclaim beneficial ownership of the Fortissimo Entities’ Shares.

SCHEDULE 13D/A

CUSIP No. M75165106

1	NAMES OF REPORTING PERSONS Kanir Investments Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o  (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS N/A
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER -
		8	SHARED VOTING POWER 67,338,860*
		9	SOLE DISPOSITIVE POWER -
		10	SHARED DISPOSITIVE POWER 67,338,860*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,338,861*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 27.0%*
14	TYPE OF REPORTING PERSON CO

.

* Excludes 7,492,705 Ordinary Shares (including warrants to purchase 403,846 Ordinary Shares) to be purchased pursuant to the Agreements (as defined herein) which have not yet been consummated; see Items 5 and 6 below.Pursuant to Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Fortissimo Capital Fund GP, L.P., Fortissimo Capital Fund (Israel) L.P., Fortissimo Capital Fund (Israel-DP), L.P. and Fortissimo Capital Fund, L.P. (together, the “Fortissimo Entities”) may, together with the Reporting Persons, be deemed to be members of a “Group” as such term is defined under the Exchange Act, and Kanir may be deemed to beneficially own the 44,999,999 Ordinary Shares beneficially owned by the Fortissimo Entities (the “Fortissimo Entities Shares”) as reported in the Schedule 13D filed by the Fortissimo entities on November 10, 2005. The Reporting Persons disclaim beneficial ownership of the Fortissimo Entities’ Shares, which are excluded from Item 11 above.

SCHEDULE 13D/A

CUSIP No. M75165106

1	NAMES OF REPORTING PERSONS Menahem Raphael
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o  (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS BK
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER -
		8	SHARED VOTING POWER 67,338,860*
		9	SOLE DISPOSITIVE POWER -
		10	SHARED DISPOSITIVE POWER 67,338,860*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,338,861*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 27.0%*
14	TYPE OF REPORTING PERSON IN

.

* Excludes 7,492,705 Ordinary Shares (including warrants to purchase 403,846 Ordinary Shares) to be purchased pursuant to the Agreements (as defined herein) which have not yet been consummated; see Items 5 and 6 below.Pursuant to Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Fortissimo Capital Fund GP, L.P., Fortissimo Capital Fund (Israel) L.P., Fortissimo Capital Fund (Israel-DP), L.P. and Fortissimo Capital Fund, L.P. (together, the “Fortissimo Entities”) may, together with the Reporting Persons, be deemed to be members of a “Group” as such term is defined under the Exchange Act, and Kanir may be deemed to beneficially own the 44,999,999 Ordinary Shares beneficially owned by the Fortissimo Entities (the “Fortissimo Entities Shares”) as reported in the Schedule 13D filed by the Fortissimo entities on November 10, 2005. The Reporting Persons disclaim beneficial ownership of the Fortissimo Entities’ Shares, which are excluded from Item 11 above.

SCHEDULE 13D/A

CUSIP No. M75165106

1	NAMES OF REPORTING PERSONS Ran Fridrich
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o  (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS N/A
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER -
		8	SHARED VOTING POWER 67,338,860*
		9	SOLE DISPOSITIVE POWER -
		10	SHARED DISPOSITIVE POWER 67,338,860*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,338,861*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 27.0%*
14	TYPE OF REPORTING PERSON IN

.

* Excludes 7,492,705 Ordinary Shares (including warrants to purchase 403,846 Ordinary Shares) to be purchased pursuant to the Agreements (as defined herein) which have not yet been consummated; see Items 5 and 6 below.Pursuant to Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Fortissimo Capital Fund GP, L.P., Fortissimo Capital Fund (Israel) L.P., Fortissimo Capital Fund (Israel-DP), L.P. and Fortissimo Capital Fund, L.P. (together, the “Fortissimo Entities”) may, together with the Reporting Persons, be deemed to be members of a “Group” as such term is defined under the Exchange Act, and Kanir may be deemed to beneficially own the 44,999,999 Ordinary Shares beneficially owned by the Fortissimo Entities (the “Fortissimo Entities Shares”) as reported in the Schedule 13D filed by the Fortissimo entities on November 10, 2005. The Reporting Persons disclaim beneficial ownership of the Fortissimo Entities’ Shares, which are excluded from Item 11 above.

This Amendment No. 1 to Schedule 13D (this “Amendment”) amends the Schedule 13D originally filed by the Kanir Joint Investments (2005) Limited Partnership and Kanir Investments Ltd. on November 14, 2005 (the “Original Schedule 13D”). This Amendment is being filed to add Messrs. Menachem Raphael and Ran Fridrich as “Reporting Persons” and to report on, among other things set forth below, the execution of certain agreements with respect to Ordinary Shares and the acquisition of beneficial ownership of additional Ordinary Shares.

Item 3. Source and Amounts of Funds or Other Consideration

Item 3 is hereby amended by adding the following:

The purchases of Ordinary Shares (and warrants to purchase Ordinary Shares) by Mr. Raphael pursuant to the Raphael-Purjes Agreement and the Raphael-Wittenstein Agreement (as such agreements are defined in Item 6 below) were financed with a short-term overdraft facility from Bank Hapoalim (Switzerland) Ltd. in the aggregate amount of approximately $4.0 million. The down payments for the purchases of Ordinary Shares (and warrants to purchase Ordinary Shares) by Kanir LP pursuant to the other Agreements set forth in Item 6 below were funded by a short-term loan on market terms from a company controlled by Joseph Mor, a limited partner of Kanir LP, in the amount of $250,000. Kanir LP intends to repay such loan with a bank loan that is currently being negotiated. The bank loan is also intended to fund the balance of the purchase price payable pursuant to such Agreements. The terms of such bank loan will be disclosed in a future amendment to this Schedule 13D.

Item 4. Purposes of Transaction

Item 4 is hereby amended by adding the following:

The Agreements were entered into because the Reporting Persons determined that the Ordinary Shares represent an investment opportunity. Since the Issuer has signed an agreement to sell its business to Hewlett-Packard Company in exchange for cash, the Reporting Persons believe that the Issuer will be well positioned to utilize the cash proceeds in a way to increase shareholder value. The Reporting Persons plan to seek to acquire additional Ordinary Shares and to be in a position to control the Issuer following the consummation of its transaction with Hewlett-Packard Company and to designate additional members of the Issuer’s Board of Directors. The Reporting Persons have not yet formulated a plan for the utilization of the Issuer’s cash proceeds.

The Reporting Persons reserve the right to formulate plans and/or make proposals, and take such actions with respect to its investment in the Issuer, including subject to applicable law, to (i) hold the securities as a passive investor or as an active investor (whether or not as a member of a “group” with other beneficial owners of securities or otherwise), (ii) acquire beneficial ownership of additional securities in the open market, in privately negotiated transactions or otherwise, (iii) dispose of all or part of its holdings of securities, (iv) take other actions which could involve one or more of the types of transactions or have one or more of the results described in Item 4 of Schedule 13D, or (v) change its intention with respect to any or all of the matters referred to in this Item 4.

Item 5. Interest in the Securities of the Issuer

Item 5 is amended and restated as follows:

(a), (b)See the responses to Items 7 through 11 and 13 of the cover pages to this Schedule 13D.

The ownership percentages set forth in this Amendment are based on 72,710,505 Ordinary Shares outstanding as of December 28, 2007, as reported by the Issuer in a Form 6-K filed on January 3, 2008.

On February 27, 2008, the transaction contemplated by the Raphael-Purjes Agreement was consummated, and Mr. Raphael immediately transferred the securities he purchased in that transaction to Kanir LP at the same price. This increased Kanir LP’s direct beneficial ownership by 7,338,860 Ordinary Shares (including warrants to purchase 3,651,006 Ordinary Shares). Accordingly, Kanir LP currently holds 12,259,283 Ordinary Shares and warrants to purchase 10,079,578 Ordinary Shares, which constitutes approximately 27.0% of the outstanding Ordinary Shares (assuming the exercise of all warrants held by Kanir LP). Kanir Ltd. in its capacity as the general partner of Kanir LP has the voting and dispositive power over the Ordinary Shares directly beneficially owned by Kanir LP. As a result, Kanir Ltd. may be deemed to indirectly beneficially own the Ordinary Shares beneficially owned by Kanir LP. Messrs. Raphael and Fridrich are the sole general partners and directors of Kanir Ltd. As a result, they may be deemed to indirectly beneficially own the Ordinary Shares beneficially owned by Kanir LP. Messrs. Raphael and Fridrich disclaim beneficial ownership of such Ordinary Shares.

By virtue of the agreements and relationships described in the Original Schedule 13D, the Reporting Persons may be deemed to be a member of a group with the Fortissimo Entities. Kanir LP, together with the Fortissimo Entities, may be deemed to beneficially own approximately 66.0% of the outstanding Ordinary Shares (assuming the exercise of all warrants held by them). The Reporting Persons disclaim beneficial ownership of the Ordinary Shares beneficially owned by the Fortissimo Entities.

Upon the consummation of the transactions contemplated by the other Agreements, Kanir LP will become the direct beneficial owner of an additional 7,492,705 Ordinary Shares (including warrants to purchase 403,846 Ordinary Shares), constituting 10.2% of the outstanding Ordinary Shares (assuming the exercise of all the warrants to be purchased upon said consummation).

(c) Except as described herein, no transactions in the Ordinary Shares were effected by the reporting Person during the 60 days prior to the date of this Amendment.

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6 is hereby amended by adding the following agreements (collectively, the “Agreements”), which are filed as exhibits to this Amendment and are incorporated herein by reference:

On February 21, 2008, Mr. Raphael signed a Securities Purchase Agreement with Dan Purjes and certain related persons to purchase an aggregate of 3,687,854 Ordinary Shares and warrants to purchase an aggregate of 3,651,006 Ordinary Shares (the “Raphael-Purjes Agreement”). The purchase price for the Ordinary Shares is $0.75 per share, and the purchase price for the warrants is generally $0.75 per share less the exercise price of the applicable warrant.

On February 21, 2008, Kanir LP signed a Securities Purchase Agreement with Mr. Raphael to purchase an aggregate of 4,817,719 Ordinary Shares and warrants to purchase an aggregate of 4,054,852 Ordinary Shares, subject to the closing of the transactions under the Raphael-Purjes Agreement and the Raphael-Wittenstein Agreement (as defined below). The purchase price for the Ordinary Shares is $0.75 per share, and the purchase price for the warrants is $0.75 per share less the exercise price of the applicable warrant.

On February 24, 2008, Kanir LP signed six Share Purchase Agreements with various shareholders of the Issuer to purchase an aggregate of 2,040,800 Ordinary Shares. The purchase price for the Ordinary Shares is $0.75 per share.

On February 25, 2008, Kanir LP signed a Share Purchase Agreement with Mizrahi Tefahot Bank Ltd. to purchase 2,333,333 Ordinary Shares. The purchase price for the Ordinary Shares is $0.75 per share.

On February 26, 2008, Kanir LP signed two Share Purchase Agreements, with Meitav Investment Management Ltd. and Meitav Underwriting Ltd., to purchase an aggregate of 1,584,861 Ordinary Shares. The purchase price for the Ordinary Shares is $0.75 per share.

On February 26, 2008, Mr. Raphael signed a Securities Purchase Agreement with Myles Wittenstein and certain related persons to purchase an aggregate of 1,129,865 Ordinary Shares and warrants to purchase an aggregate of 403,846 Ordinary Shares (the “Raphael-Wittenstein Agreement”). The purchase price for the Ordinary Shares is $0.75 per share, and the purchase price for the warrants is $0.75 per share less the exercise price of the applicable warrant.

Item 7. Materials to be Filed as Exhibits

Item 7 is hereby amended to add the following exhibits:

7.   Securities Purchase Agreement, dated as of February 21, 2008, among Menahem Raphael and the sellers named therein (the “Raphael-Purjes Agreement”)

8.   Securities Purchase Agreement, dated as of February 21, 2008, between Kanir LP and Menahem Raphael

9.   Share Purchase Agreement, dated as of February 24, 2008, between Kanir LP and Yonatan Malca (the five other agreements signed with various shareholders on the same date are substantially similar)

10.   Share Purchase Agreement, dated as of February 25, 2008, between Kanir LP and Mizrahi Tefahot Bank Ltd.

11.   Share Purchase Agreement, dated as of February 26, 2008, between Kanir LP and Meitav Investment Management Ltd. (the agreement with Meitav Underwriting Ltd. is substantially similar)

12.   Securities Purchase Agreement, dated as of February 26, 2008, among Menahem Raphael and the sellers named therein (the “Raphael-Wittenstein Agreement”)

13.   Joint Filing Agreement among the Reporting Persons

SIGNATURE

After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: February 27, 2008

KANIR JOINT INVESTMENTS (2005) LIMITED PARTNERSHIP

By: KANIR INVESTMENTS LTD., its General Partner

By: /s/ Menahem Raphael

Name: Menahem Raphael

Title: Director

By: /s/ Ran Fridrich

Name: Ran Fridrich

Title: Director

KANIR INVESTMENTS LTD.

By: /s/ Menahem Raphael

Name: Menahem Raphael

Title: Director

By: /s/ Ran Fridrich

Name: Ran Fridrich

Title: Director

/s/ Menahem Raphael

Menahem Raphael

/s/ Ran Fridrich

Ran Fridrich

EX-7

SECURITIES PURCHASE AGREEMENT

SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of February 21, 2008, by and among Menachem Raphael (the “Purchaser”) and the sellers listed on Schedule I hereto (each a “Seller” and collectively, the “Sellers”).

W I T N E S S E T H:

WHEREAS, the Sellers own ordinary shares, par value NIS 1.0 per share (“Ordinary Shares”), of Nur Macroprinters Ltd., a company organized under the laws of the State of Israel (the “Company”), and warrants to purchase Ordinary Shares of the Company (the “Warrants” and together with the Ordinary Shares, the “Securities”) as set forth on Schedule I hereto; and

WHEREAS, subject to the terms and conditions set forth in this Agreement, the Purchaser desires to Purchase the Securities from the Sellers, as set forth on Schedule I hereto, and the Sellers desire to sell the Securities to the Purchaser.

NOW, THEREFORE, in consideration of the mutual representations, warranties and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Purchaser and the Sellers agree as follows:

SECTION 1.DEFINITIONS

As used in this Agreement, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

“Affiliate” of a specified Person shall mean a Person that directly or indirectly controls or is controlled by, or is under common control with, such specified Person. For this purpose, “control” shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise.

“Business Day” shall mean a day other than a Friday, Saturday, Sunday or other day on which banks in the State of Israel or the State of New York are not required or authorized to close.

“Encumbrances” shall mean mortgages, charges, pledges, security interests, liens, encumbrances, actions, claims, demands, voting trusts, voting agreements, rights of first offer or refusal and equities of any nature whatsoever and howsoever arising and any rights or privileges capable of becoming any of the foregoing.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Governmental Authority” shall mean any agency, department, court or any other administrative, legislative or regulatory authority of any U.S., Israeli or other governmental body.

“Person” shall mean an individual, partnership, joint-stock company, corporation, limited liability company, trust or unincorporated organization, and a government or agency or political subdivision thereof.

“SEC” shall mean the Securities and Exchange Commission.

“Securities Act” shall mean the Securities Act of 1933, as amended.

SECTION 2. PURCHASE AND SALE OF SECURITIES

2.1Purchase and Sale of the Securities.

(a)Subject to the terms and conditions set forth in this Agreement and in reliance upon each party’s representations set forth below, on the Closing Date, the Purchaser shall Purchase from each Seller and each Seller shall sell, transfer, convey and deliver to the Purchaser, free and clear of all Encumbrances, the Securities set forth opposite such Seller’s name on Schedule I hereto for the consideration specified in Section 2.1(b) below.

(b)The purchase price per Ordinary Share shall be $0.75 and the purchase price per Warrant is set forth on Schedule I hereto (subject, in each case, to equitable adjustment for stock splits, recombinations and similar events occurring between the date hereof and the Closing) (collectively, the “Purchase Price”). Except as otherwise indicated, all references in this Agreement to “$” or “dollars” shall be to US dollars (US$).

2.2Closing.

(a)The closing of the sale and purchase of the Securities (the “Closing”) shall take place on the date hereof, subject to the satisfaction or waiver (by the applicable party) of all the conditions set forth in Sections 6 and 7, or such other date as the parties may agree in writing (the “Closing Date”), at the offices of Hughes, Hubbard & Reed LLP, One Battery Park Plaza, New York, N.Y. 10004, or such other location as the parties shall mutually agree.

(b)At the Closing, each Seller shall deliver or shall cause to be delivered to the Purchaser copies of an Escrow Agreement in the form set forth as Exhibit A hereto among the Purchaser, the Sellers and the designated Escrow Agent (the “Escrow Agreement”) duly executed by such Seller and the Escrow Agent. Pursuant to the terms of the Escrow Agreement, each Seller shall deliver or cause to be delivered to the Escrow Agent: (A) any and all original certificates and instruments evidencing the Securities and (B) Deeds of Transfer of Shares and Deeds of Transfer of Warrants relating to the Securities duly executed by the applicable Seller and witnessed (the items mentioned in sub-clauses (A) and (B) shall be referred to collectively as the “Conveyance Documents”).

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(c)At the Closing, the Purchaser shall deliver or cause to be delivered to the Sellers copies of the Escrow Agreement duly executed by the Purchaser. Pursuant to the terms of the Escrow Agreement and subject to Section 2.2(d)(i) below, the Purchaser shall transfer or cause to be transferred its aggregate respective Purchase Price as set forth on Schedule I to the Escrow Agent within 4 Business Days from the date hereof, and pursuant to the terms of the Escrow Agreement, the Escrow Agent shall release the Conveyance Documents to the Purchaser upon receipt of the Purchase Price, and, subject to Section 2.2(d)(ii) below, the Escrow Agent shall thereafter distribute to each Seller its respective share of the Purchase Price as set forth in Schedule I to the account of such Seller; provided, however, that such released Purchase Price shall not, in any event, be made with respect to Securities for which Conveyance Documents have not been provided to the Escrow Agent. Purchaser recognizes that the Sellers are not in possession of a stock certificate representing 81,897 shares and Purchaser waives presentation of same, provided however that Sellers execute and furnish a Share Transfer Deed regarding same.

(d)Notwithstanding anything to the contrary herein, (i) the Purchase Price payable to Dan Purjes shall be reduced by $2,000 to cover half the cost of a legal opinion (ii) $61,423 of the Purchase Price payable to Dan Purjes shall remain in escrow and shall be released by the Escrow Agent only upon the delivery to the Escrow Agent for the benefit of the Purchaser of stock powers executed by the Sellers with respect to all the Securities transferred pursuant to this Agreement with the signature of the respective Sellers guaranteed by an eligible guarantor institution with membership in an approved signature guarantee medallion program. . In order to allay doubt it is clarified and agreed that the furnishing of a stock certificate in respect of the aforesaid 81,897 shares is not a pre-condition to the release from escrow into the hands of the Sellers of the $61,423.00.

SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE SELLERS

Each Seller, for itself and for no other Seller (subject to Section 5.7 with respect to Dan Purjes), hereby represents and warrants to the Purchaser as of the date hereof and the Closing Date, as follows:

3.1Organization. If such Seller is an entity, such Seller is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization.

3.2Authorization; Enforcement. If such Seller is an entity, such Seller has the requisite power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder. The execution and delivery by such Seller of this Agreement and the consummation by it of the transactions contemplated hereby has been duly authorized by all necessary action on the part of such Seller and no further action is required by such Seller. This Agreement has been duly executed by such Seller and constitutes the valid and legally binding obligation of such Seller, enforceable against it in accordance with its terms.

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3.3Ownership of Securities. Such Seller (i) is the sole legal owner of the Securities set forth opposite such Seller’s name on Schedule I, (ii) has good, valid and marketable title to such Securities free and clear of all Encumbrances and (iii) is conveying such Securities to the Purchaser free and clear of all Encumbrances that it may have created or suffered to exist. Such Seller has neither previously sold, assigned, conveyed, transferred or otherwise disposed of, in whole or in part, any of the Securities or any rights thereunder, nor is such Seller party to any agreement other than this Agreement to sell, assign, convey, transfer or otherwise dispose of, in whole or in part, any of the Securities or any rights thereunder. Such Seller does not hold, and at any time during the past 12 months did not hold, directly or indirectly, shares of the Company possessing 10% or more of the voting power of the Company (without giving effect to any voting trust or voting agreement that gives voting power to another party and without giving effect to any warrants of the Company held by such Seller). Seller has no reason to believe that the Securities have not been duly and validly issued. When delivered to the Purchaser pursuant to the terms hereof, the Securities shall be fully paid and nonassessable, free and clear of all Encumbrances. Such Seller has delivered to the Purchaser true and complete copies of the Warrants being sold by such Seller pursuant to this Agreement.

3.4No Conflicts. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) conflict with or violate any (A) statute, law regulation, rule, injunction, judgment, order, decree, ruling, charge or other restriction of any Governmental Authority to which Seller is subject or (B) if such Seller is an entity, any provision of such Seller’s organizational documents (each as amended through the date hereof) or (ii) require any notice or consent under, any agreement to which such Seller is a party or by which such Seller is bound or to which the Securities are or may be bound or affected or result in the imposition of any Encumbrance upon the Securities.

3.5Governmental Consents. Such Seller is not required to give any notice to, make any filings with, or obtain any authorization of any Governmental Authority in order for the parties to execute, deliver or consummate the transactions contemplated by this Agreement.

3.6Exempt Offering. Assuming the accuracy of the representations and warranties of the Purchaser set forth in Section 4.4, the offer and sale of the Securities as contemplated hereby are, to the best knowledge of the Sellers, exempt from the registration requirements of the Securities Act. Neither such Seller nor any Person acting on its behalf has taken or is, to the knowledge of such Seller, contemplating taking any action which could subject the offering or sale of such Securities to the registration requirements of the Securities Act. Neither such Seller, nor any of its Affiliates, nor any Person acting on their behalf, has engaged, nor will they engage, in any “direct selling efforts” (within the meaning ascribed to such term in Regulation S promulgated under the Securities Act (“Regulation S”)) with respect to the sale of the Securities. The sale of the Securities by such Seller is not part of a plan or scheme to evade the registration requirements of the Securities Act.

3.7Fees. No fees or commissions will be payable by such Seller to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by this Agreement. The Purchaser shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section that may be due in connection with the transactions contemplated by this Agreement based on any arrangement made by or on behalf of such Seller.

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3.8Future Profits. Such Seller is aware that the Purchaser in the future may generate greater value with respect to its Securities than such Seller will receive for such Securities pursuant to this Agreement, especially since the Purchaser or a related entity thereof is a member of the controlling group of the Company and the Securities may be added to the control block. Such Seller is also aware that the Purchaser or a related party thereof may purchase securities of the Company from other shareholders of the Company, including large shareholders, either alone or together with other purchasers, for consideration that may exceed the consideration payable pursuant to this Agreement and/or pursuant to other terms and conditions that may be more favorable to the sellers than the terms and conditions of this Agreement. Such Seller waives any right to receive any consideration for selling its Securities to the Purchaser (other than the consideration specifically payable pursuant to this Agreement) and waives any possible claim against the Purchaser with respect to the fairness of the purchase price payable hereunder.

3.9Residency. Such Seller, and each owner of such Seller, including without limitation, any limited partner, general partner, member of an LLC, shareholder or beneficial owner of any incorporated or other legally formed entity, represents that he/it is a resident of the United States for tax purposes, is entitled to benefit as such from the provisons of the U.S.-Israel Tax Treaty and will report as and when required the transaction contemplated by this Agreement to the U.S. Internal Revenue Service in accordance with applicable law and regulations. Such Seller is not a resident of the State of Israel for tax purposes and did not spend more than an aggregate of 183 days in Israel during 2007.

SECTION 4. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser hereby represents and warrants to the Sellers, as of the date hereof and the Closing Date, as follows:

4.1Organization; Authorization; Enforcement. The execution and delivery by such Purchaser of this Agreement and the consummation by it of the transactions contemplated hereby has been duly authorized by all necessary action on the part of such Purchaser and no further action is required by such Purchaser. This Agreement has been duly executed by such Purchaser and constitutes the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms.

4.2Exempt Offering.

(a)Such Purchaser understands and agrees that the Securities have not been registered under the Securities Act and may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Such Purchaser warrants that neither it nor any of its Affiliates nor any Person acting on their behalf has offered or sold, or will offer or sell, any Securities except in an “offshore transaction” in accordance with Regulation S or otherwise pursuant to an exemption from the Securities Act.

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(b)No Persons acting on behalf of such Purchaser or any of its Affiliates has engaged or will engage in any “directed selling efforts” (as such term is defined in Regulation S) with respect to the Securities.

(c)Such Purchaser is an experienced investor and is purchasing the Securities for the purpose of investment for its own account and not with a view to distribution or resale, directly or indirectly, to United States persons, in the United States or otherwise in violation of the United States securities laws, without prejudice, however, to such Purchaser’s right at all times to sell or otherwise dispose of all or any part of the Securities in compliance with applicable securities laws. Such Purchaser is not located in the United States and is not a “U.S. person” (as defined in Regulation S).

(d)The contemplated purchase of the Securities is not part of a plan or scheme to evade the registration provisions of the Securities Act.

4.3Fees. No fees or commissions will be payable by such Purchaser to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by this Agreement. The Sellers shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section that may be due in connection with the transactions contemplated by this Agreement based on any arrangement made by or on behalf of a Purchaser.

4.4Purchaser Status. Since such Purchaser or an entity related to such Purchaser is a member of the controlling group of the Company and is therefore fully and intimately aware of the legal, financial and business status and affairs of the Company, such Purchaser has not found it necessary to conduct any “due diligence” examination of the Company. Further, such Purchaser has expressly waived the receipt of any warranties and representations from the Sellers as to the Company. Such Purchaser waives any right to rescind this Agreement and/or to obtain any refund or reduction in the consideration to be paid to the Sellers hereunder for the Securities and waives any possible claim against the Sellers with respect to the fairness of the purchase price payable hereunder, even in the event that following the Closing of the sale transaction hereunder, any additional or new facts shall come to the attention of such Purchaser regarding the Company of which such Purchaser may not have been aware at time of execution of this Agreement.

4.5No Conflicts. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) conflict with or violate any statute, law regulation, rule, injunction, judgment, order, decree, ruling, charge or other restriction of any Governmental Authority to which such Purchaser is subject or (ii) require any notice or consent under, any agreement to which such Purchaser or an Affiliate thereof is a party or by which such Purchaser is bound.

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4.6Receipt of Certain Agreements. Such Purchaser confirms that is has been provided with copies of the Voting Trust Agreement and the Voting Agreement to which certain of the Sellers and members thereof are a party.

SECTION 5. ADDITIONAL COVENANTS OF THE PARTIES

5.1Further Assurance. Each of the parties shall execute such documents and other papers and take such further actions as may be reasonably required or desirable to carry out the provisions hereof and the transactions contemplated hereby as promptly as practicable. Without derogating from the generality of the foregoing, each Seller as promptly as practicable following the Closing shall deliver to the Escrow Agent for the benefit of the Purchaser executed stock powers with respect to all the Securities transferred by it pursuant to this Agreement with the signature of such Seller guaranteed by an eligible guarantor institution with membership in an approved signature guarantee medallion program. Each such party shall use its reasonable efforts (i) to fulfill or obtain the fulfillment of the conditions to the Closing as promptly as practicable and (ii) to assist each of the other parties, to the extent practicable and reasonable under the circumstances, to do the same. Each Seller hereby appoints the Purchaser as its attorney in fact to take any action in the name and on behalf of such Seller that may be required to register the transfer of the Securities to the Purchaser in the books of the Company or its transfer agent following the Closing.

5.2Publicity and Confidentiality. The parties shall not disclose the terms of this Agreement to any third party, nor issue any press release, publicity statement or other public notice relating to this Agreement or the transactions contemplated by this Agreement without first obtaining the prior consent of the other parties to this Agreement, provided that a party shall not be precluded from making such filings or giving such notices as may be required by law or the rules of any stock market, including without limitation, with an amendment to the Purchaser’s Schedule 13D (or that of a related party).

5.3Dividends and Distributions. The Sellers will promptly pay or transfer to or to the order of the Purchaser, upon receipt by the Sellers, any dividend or distribution declared or other rights declared or distributed by the Company in respect of the Securities purchased by such Purchaser for which a record date occurs on or after the Closing Date and which are paid or distributed by the Company to the Sellers after the Closing Date. To allay any doubt that may arise by a delay in registering any securities in the name of the Purchaser following the Closing, effective from the Closing, each Seller hereby appoints the Purchaser as its proxy to vote the Ordinary Shares subject to this Agreement on any matter coming before the shareholders of the Company. The aforesaid proxy shall immediately expire in the event that this Agreement is terminated by the Sellers in accordance with Section 5.6 below. Purchaser is aware that the Company disputes the right of Sellers to vote the Securities prior to the Closing with respect to such Securities.

5.4No Deductions. No Purchaser shall withhold, decduct or set-off any withholding taxes, or other taxes, fees, levies, bank transfer fees or any any other sums whatsoever from the Purchase Price transferred to the Escrow Agent.

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5.5Notice of Changes. The parties undertake to notify each other promptly upon any change affecting any of their respective representations and warranties in this Agreement or their ability to perform any of their respective obligations hereunder.

5.6Termination. This Agreement may be terminated by the Purchaser, on the one hand, or the Sellers, on the other hand, if the Closing shall not have occurred by no later than 60 days from the date of this Agreement, or such later date as may be agreed upon in writing by the parties hereto; provided, however, that the right to terminate this Agreement under this Section 5.6 shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in the failure of the Closing to occur on or before such date. No such termination shall relieve any party from liability for any prior breach of this Agreement. Sellers shall have the right to immediately terminate this Agreement in the event that the Purchaser shall fail within 4 Business Days of the date of signature of this Agreement to transfer to the Escrow Agent the full aggregate Purchase Price payable to the Sellers pursuant to Section 2.2 in relation to the Conveyance Documents which have deposited with the Escrow Agent and which have been presented to Purchaser.

5.7Severability Among the Sellers. This Agreement is drafted as one agreement between the Purchaser and the Sellers as a group, for the sake of convenience only. However, subject to the following sentence, it is confirmed and agreed that there shall be no joint liability among the Sellers, and a failure to perform by one Seller shall not be attached to any other Seller, and that, subject to the other terms of this Agreement, the Purchaser shall not be entitled to rescind or terminate this Agreement as to those Sellers who have performed their obligations hereunder. Notwithstanding anything else to the contrary herein, Dan Purjes shall be jointly and severally liable with the other Sellers with respect to all of the Sellers’ obligations hereunder.

5.8 Seller Representative.

(a)Dan Purjes is hereby appointed as the representative of the Sellers (the “Seller Representative”) in connection with this Agreement and the consummation of the transactions contemplated hereby, and is authorized to act for the Sellers and in the Sellers’ name, place and stead, in any and all capacities to do and perform every act and thing required or permitted to be done in connection with the transactions contemplated hereby, including to: (i) deliver all notices required to be delivered by the Sellers under this Agreement, including any notice of a claim for which indemnification is sought under Section 8 and any notice of a third party claim under Section 8.3; (ii) receive all notices required to be delivered to the Sellers under this Agreement, including any notice of a claim for which indemnification is sought under Section 8 and any notice of a third party claim under Section 8.3.

(b)A decision, act, consent or instruction of the Seller Representative (an “Authorized Action”) shall constitute a decision, act, consent or instruction of all the Sellers and shall be final, binding and conclusive upon each such Seller, and the Purchaser may rely upon any Authorized Action of the Seller Representative as being the decision, act, consent or instruction of each and every Seller. The Purchaser is hereby relieved from any liability to any Seller for any acts done by it in accordance with such Authorized Action.

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5.9Fees of the Escrow Agent. The Sellers will be solely responsible for the fees and costs of the Escrow Agent incurred in connection with this Agreement and pursuant to the terms and conditions of the Escrow Agreement.

5.10Purjes Lawsuit. Promptly following the Closing, Dan Purjes hereby covanants to irrevocably and unconditionally withraw and forever waive any and all pending lawsuits, claims for any damages, expenses and legal fees of any kind, and dismissing or ceasing the conduct of any proceedings initiated by him or his Affiliates against the Company. The aforesaid is contingent, however, on the Company executing, simultaneously, the same waiver toward Dan Purjes.

5.11Legal Opinion Invoice. Within seven Business Days following the date hereof, the Purchaser shall deliver to Dan Purjes a copy of the invoice for the legal opinion obtained by the Purchaser in connection with this Agreement.

SECTION 6. THE PURCHASER’S CLOSING CONDITIONS

The obligation of the Purchaser to purchase the Securities on the Closing Date, as provided in Section 2 hereof, shall be subject, in the absence of a written waiver by such Purchaser, to the performance by each Seller of its agreements theretofore to be performed hereunder and to the satisfaction, prior thereto or concurrently therewith, of the following further conditions:

6.1Representations and Warranties. The representations and warranties of each Seller contained in this Agreement shall be true and correct in all respects on and as of the Closing Date as though such warranties and representations were made at and as of such date.

6.2Compliance with Agreement. Each Seller shall have performed and complied in all respects with all agreements, covenants and conditions contained in this Agreement which are required to be performed or complied with by it prior to or on the Closing Date.

6.3Injunction. There shall be no effective injunction, writ, preliminary restraining order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as herein provided.

6.4 Closing Documents. The Sellers shall have delivered to the Purchaser all instruments and documents required to be delivered by them pursuant to Section 2.2(b) and all such instruments and documents shall be in form and substance reasonably satisfactory to the Purchasers.

SECTION 7.THE SELLERS’ CLOSING CONDITIONS

The obligation of the Sellers to sell the Securities on the Closing Date, as provided in Section 2 hereof, shall be subject, in the absence of a written waiver by the Sellers, to the performance by the Purchaser of its agreements theretofore to be performed hereunder and to the satisfaction, prior thereto or concurrently therewith, of the following further conditions:

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7.1Representations and Warranties. The representations and warranties of the Purchaser contained in this Agreement shall be true on and as of the Closing Date in all respects as though such warranties and representations were made at and as of such date.

7.2Compliance with Agreement. The Purchaser shall have performed and complied in all respects with all agreements, covenants and conditions contained in this Agreement which are required to be performed or complied with by it prior to or on the Closing Date.

7.3Injunction. There shall be no effective injunction, writ, preliminary restraining order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as herein provided.

SECTION 8.INDEMNIFICATION

8.1Indemnification by the Sellers. The Sellers shall, subject to Section 5.7, severally, indemnify, defend and hold harmless the Purchaser, its affiliates and their respective directors, officers, employees or representatives, from and against any and all claims, costs, expenses, damages, liabilities or losses (including, without limitation, from and against any judgment, settlement, reasonable attorneys’ fees and other reasonable out-of-pocket costs or expenses incurred in connection with the defense of any action or threatened action or proceeding) (collectively, “Claims”) to the extent relating to or arising out of any breach of any representation, warranty, covenant or agreement of the Sellers contained in this Agreement.

8.2Indemnification by the Purchasers. The Purchaser agrees to indemnify, defend and hold harmless the Sellers from and against any and all Claims to the extent relating to or arising out of any breach of any representation, warranty, covenant or agreement of such Purchaser contained in this Agreement.

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8.3Third Party Claims Relating to Representations and Warranties. Promptly after the receipt by any of the Sellers or the Purchaser of notice of any claim, action, suit or proceeding by any person or entity who is not a party to this Agreement (collectively, an “Action”) relating to an representation or warranty given by a party under this Agreement and which is subject to indemnification hereunder, such party (the “Indemnified Party”) shall give written notice of such Action to the party from whom indemnification is claimed (the “Indemnifying Party”). The Indemnified Party’s failure to so notify the Indemnifying Party of any such matter shall not release the Indemnifying Party, in whole or in part, from its obligations to indemnify under this Section 8, except to the extent the Indemnified Party’s failure to so notify actually and materially prejudices the Indemnifying Party’s ability to defend against such Action. Unless otherwise agreed by the parties, the Indemnified Party shall be entitled, at the sole expense and liability of the Indemnifying Party, to exercise full control of the defense, compromise or settlement of any such Action unless the Indemnifying Party, within a reasonable time after the giving of such notice by the Indemnified Party, shall: (i) admit in writing to the Indemnified Party, the Indemnifying Party’s liability to the Indemnified Party for such Action under the terms of this Section 8; (ii) notify the Indemnified Party in writing of the Indemnifying Party’s intention to assume the defense thereof; and (iii) retain legal counsel reasonably satisfactory to the Indemnified Party to conduct the defense of such Action. The Indemnified Party and the Indemnifying Party shall cooperate with the party assuming the defense, compromise or settlement of any such Action in accordance herewith in any manner that such party reasonably may request. If the Indemnifying Party so assumes the defense of any such Action, the Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of the Indemnified Party unless (A) the Indemnifying Party has agreed to pay such fees and expenses, (B) any relief other than the payment of money damages is sought against the Indemnified Party or (C) the Indemnified Party shall have been advised by its counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party, and in any such case the reasonable fees and expenses of such separate counsel shall be borne by the Indemnifying Party. No Indemnified Party shall settle or compromise or consent to entry of any judgment with respect to any such Action for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party. No Indemnifying Party shall, without the written consent of the Indemnified Party, settle or compromise or consent to entry of any judgment with respect to any such Action in which any relief is sought against any Indemnified Party unless such settlement, compromise or consent includes as an unconditional term thereof the giving by the claimant, petitioner or plaintiff, as applicable, to such Indemnified Party of a release from all liability with respect to such Action. It is hereby clarfied and agreed that the Indemnifying Party’s admission referred to in clause (i) above of its liability to the Indemnified Party for an Action filed on the grounds set forth in this Section 8.3 shall not be deemed as an admission that any liablity exists by the Indemnifying Party toward any party other than toward the Indenminfied Party.

8.4Survival of Representations and Warranties. The representations and warranties of the Sellers and the Purchaser contained in Sections 3 and 4, respectively, shall survive the Closing.

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8.5Other Third Party Claims. Promptly after the receipt by any of the Sellers or the Purchaser of notice of any Action not relating to a representation or warranty given by a party under this Agreement, which is subject to indemnification hereunder, such party shall give written notice of such Action to the Indemnified Party. The Indemnified Party’s failure to so notify the Indemnifying Party of any such matter shall not release the Indemnifying Party, in whole or in part, from its obligations to indemnify under this Section 8 except to the extent the Indemnified Party’s failure to so notify actually and materially prejudices the Indemnifying Party’s ability to defend against such Action. Unless otherwise agreed by the parties, the Indemnifying Party shall be entitled, at the sole expense and liability of the Indemnifying Party, to exercise full control of the defense, compromise or settlement of any such Action, provided that the Indemnifying Party shall (i) notify the Indemnified Party in writing of the Indemnifying Party’s intention to assume the defense thereof; and (ii) retain legal counsel reasonably satisfactory to the Indemnified Party to conduct the defense of such Action. The Indemnified Party and the Indemnifying Party shall cooperate with the party assuming the defense, compromise or settlement of any such Action in accordance herewith in any manner that such party reasonably may request. If the Indemnifying Party so assumes the defense of any such Action, the Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of the Indemnified Party unless (A) the Indemnifying Party has agreed to pay such fees and expenses, (B) any relief other than the payment of money damages is sought against the Indemnified Party or (C) the Indemnified Party shall have been advised by its counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party, and in any such case the reasonable fees and expenses of such separate counsel shall be borne by the Indemnifying Party. No Indemnified Party shall settle or compromise or consent to entry of any judgment with respect to any such Action for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party. No Indemnifying Party shall, without the written consent of the Indemnified Party, settle or compromise or consent to entry of any judgment with respect to any such Action in which any relief is sought against any Indemnified Party unless such settlement, compromise or consent includes as an unconditional term thereof the giving by the claimant, petitioner or plaintiff, as applicable, to such Indemnified Party of a release from all liability with respect to such Action.

SECTION 9.MISCELLANEOUS

9.1Governing Law.

(a)With respect to claims brought against the Purchaser (or its respective affiliates, directors, officers, shareholders, employees or agents), (i) all questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced solely in accordance with the internal laws of the State of Israel, without regard to the principles of conflicts of law thereof and (ii) each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement shall be commenced in the competent courts located in Tel-Aviv, Israel.

(b)With respect to claims brought against any Seller (or its respective affiliates, directors, officers, shareholders, employees or agents), (i) all questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced solely in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof and (ii) each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement shall be commenced in any competent Federal or State court located in New York, NY.

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(c)Each party hereto hereby irrevocably submits to the exclusive jurisdiction of either the New York, NY or Tel-Aviv courts (as applicable, in accordance with clauses (a) and (b) above) for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of this Agreement), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper.

9.2Paragraph and Section Headings. The headings of the sections and subsections of this Agreement are inserted for convenience only and shall not be deemed to constitute a part thereof.

9.3Notices

(a)All communications under this Agreement shall be in writing and shall be delivered by hand or facsimile or mailed by a U.S.- based overnight courier or by registered mail or certified mail, postage prepaid:

if to the Purchaser:

c/o Goldfarb, Levy, Eran, Meiri & Co.

2 Weizmann Street

Tel-Aviv 64239, Israel

Facsimile: +972-3-5212-212

Attention: Adam M. Klein, Adv.

each notice to the Purchaser, with a copy to (which shall not constitute notice):

Goldfarb, Levy, Eran, Meiri & Co.

2 Weizmann Street

Tel-Aviv 64239, Israel

Facsimile: +972-3-5212-212

Attention: Adam M. Klein, Adv.

if to the Sellers: to the addresses set forth in Schedule II.

each notice to the Sellers, with a copy to (which shall not constitute notice):

Meir Fuchs, Adv.

16 Haim Hazaz Street

Tel Aviv, 69407, Israel

Facsimile: +972-3-6999207

(b)Any notice so addressed shall be deemed to be given: if delivered by hand or facsimile, on the date of such delivery (of if such date is not a Business Day, on the next Business Day); if mailed by courier, on the second Business Day following the date of such mailing; and if mailed by registered or certified mail, on the fifth Business Day after the date of such mailing.

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9.4Expenses. The parties acknowledge that, unless otherwise provided herein, all costs and expenses (including legal fees and expenses) incurred in connection with this Agreement and the transactions contemplated hereby are the sole responsibility of each respective party and the parties will pay their respective costs and expenses.

9.5Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties. No party shall be entitled to assign this Agreement without the consent of the other parties.

9.6Entire Agreement; Amendment and Waiver. This Agreement constitutes the entire understandings of the parties hereto and supersedes all prior agreements or understandings with respect to the subject matter hereof among such parties. This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of the Sellers and the Purchaser. Notwithstanding the foregoing, subject to the applicable securities law, the Purchaser shall be entitled to assign this Agreement to any Affiliates of the Purchaser without such consent, provided that at the time of such assignment, (i) each Seller is given written notice by the Purchaser at the time of such assignment stating the name and address of such assignee, and the number of Securities with respect to which such assignment is being made, and that any such assignee shall receive such assigned rights subject to all the terms and conditions of this Agreement, including without limitation, the provisions of this Section 9.6 and (ii) each assignee shall furnish the Sellers and with the assignee's written agreement to be bound by this Agreement and confirming the accuracy of the representations and warranties set forth in Section 3 with respect to such assignee. Notwithstanding any such assignment, the Purchaser shall continue to be responsible for the timely and full payment of the Purchase Price to the applicable Seller.

9.7Severability. In the event that any part or parts of this Agreement shall be held illegal or unenforceable by any court or administrative body of competent jurisdiction, such determination shall not effect the remaining provisions of this Agreement which shall remain in full force and effect.

9.8Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall be considered one and the same agreement.

9.9Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, the Purchaser and the Sellers will be entitled to specific performance under this Agreement.

9.10No Third-Party Beneficiaries. Except as otherwise set forth herein, this Agreement shall not confer any rights or remedies upon any Person other than the parties hereto and their respective successors and permitted assignees.

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IN WITNESS WHEREOF the parties have signed this Securities Purchase Agreement as of the date first hereinabove set forth.

THE PURCHASER:

/s/ Menahem Raphael

Menahem Raphael

THE SELLERS:

/s/ Dan Purjes

Dan Purjes

/s/ Edna Purjes

Edna Purjes

FIRST PURJES DESCENDANTS, L.P.

By:	/s/ Dan Purje
	Name:	Dan Purjes
	Title:	Chairman and Managing Member, Purjes Management LLC
		General Partner, First Purjes Descendants, L.P.

SECOND PURJES DESCENDANTS, L.P.

By:	/s/ Dan Purjes
	Name:	Dan Purjes
	Title:	Chairman and Managing Member, Purjes Management LLC
		General Partner, Second Purjes Descendants, L.P.

THE PURJES FOUNDATION

By:	/s/ Dan Purjes
	Name:	Dan Purjes
	Title:	Chairman

EDNA DESCENDANTS, L.P.

By:	/s/ Edna Purjes
	Name:	Edna Purjes
	Title:	President and Managing Member, Purjes Management LLC
		General Partner, Edna Descendants, L.P.

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Schedule I

The Sellers

Seller Name	Number of Shares	Number of Warrants (Exercise Price)	Purchase Price Per Warrant	Aggregate Purchase Price for Shares and Warrants (US$)
Dan Purjes or Dan and Edna Purjes	3,404,667	331,731 ($0.52)	$0.23	2,629,798
Dan Purjes		3,000,000 ($0.75)	$0.05	150,000
Dan Purjes	81,897	79,145 ($0.62) 32,654 ($0.52) 20,474 ($1.54)	$0.13 $0.23 $1.00 for all	79,223
Dan Purjes		129,310 ($1.16)	$0.03	3,879
Dan Purjes		14,423 ($0.52)	$0.23	3,317
First Purjes Descendants, L.P.	80,645	14,423 ($0.52)	$0.23	63,801
Second Purjes Descendants, L.P.	80,645	14,423 ($0.52)	$0.23	63,801
The Purjes Foundation		14,423 ($0.52)	$0.23	3,317
Edna Descendants, L.P.	40,000			30,000
Total	3,687,854	3,651,006		3,027,136

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Schedule II

Addresses of the Sellers

Seller Name	Seller Address
Dan Purjes	c/o Dan Purjes, 240 Anderson Avenue, Moonachie, NJ 07074
First Purjes Descendants, L.P.	Same
Second Purjes Descendants, L.P.	Same
The Purjes Foundation	Same
Edna Descendants, L.P.	Same

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EX-8

Exhibit 8

SECURITIES PURCHASE AGREEMENT

SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of February 21, 2008, by and among Kanir Joint Investments (2005) Limited Partnership, a limited partnership organized under the laws of the State of Israel (the “Purchaser”), and Mr. Menahem Raphael (the “Seller”).

W I T N E S S E T H:

WHEREAS, the parties desire that the Purchaser purchase the Securities (as defined below) from the holders thereof;

WHEREAS, the Purchaser currently does not have the funds available to finance the purchase of the Securities;

WHEREAS, the parties desire that the Seller purchase the Securities and immediately sell them to the Purchaser as the same price;

WHEREAS, in order to effectuate the foregoing, the Seller (i) signed a share purchase agreement on the date hereof with Dan Purjes and certain affiliates of his (the “Purjes Group”) to purchase the Ordinary Shares, par value $1.00 per share (“Ordinary Shares”), and warrants to purchase Ordinary Shares (“Warrants”) of Nur Macroprinters Ltd., a company organized under the laws of the State of Israel (the “Company”), as set forth on Schedule 1 hereto and (ii) will soon sign a share purchase agreement with Myles Wittenstein and certain affiliates of his (the “Wittenstein Group”) to purchase the Ordinary Shares and Warrants set forth on Schedule 2 hereof (collectively with the Ordinary Shares and Warrants set forth on Schedule 1, the “Securities”);

WHEREAS, subject to the terms and conditions set forth in this Agreement, the Purchaser desires to purchase the Securities from the Seller and the Seller desires to sell the Securities to the Purchaser.

NOW, THEREFORE, in consideration of the mutual representations, warranties and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Purchaser and the Seller agrees as follows:

SECTION 1.DEFINITIONS

As used in this Agreement, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

“Affiliate” of a specified Person shall mean a Person that directly or indirectly controls or is controlled by, or is under common control with, such specified Person. For this purpose, “control” shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise.

“Business Day” shall mean a day other than a Friday or Saturday or other day on which banks in the State of Israel are not required or authorized to close.

“Encumbrances” shall mean mortgages, charges, pledges, security interests, liens, encumbrances, actions, claims, demands, voting trusts, voting agreements, rights of first offer or refusal and equities of any nature whatsoever and howsoever arising and any rights or privileges capable of becoming any of the foregoing.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Governmental Authority” shall mean any agency, department, court or any other administrative, legislative or regulatory authority of any U.S., Israeli or other governmental body.

“Person” shall mean an individual, partnership, joint-stock company, corporation, limited liability company, trust or unincorporated organization, and a government or agency or political subdivision thereof.

“SEC” shall mean the Securities and Exchange Commission.

“Securities Act” shall mean the Securities Act of 1933, as amended.

SECTION 2.PURCHASE AND SALE OF SECURITIES

2.1Purchase and Sale of the Securities.

(a)Subject to the terms and conditions set forth in this Agreement and in reliance upon each party’s representations set forth below, on the Closing Date, the Purchaser shall Purchase from the Seller and the Seller shall sell, transfer, convey and deliver to the Purchaser, free and clear of all Encumbrances, the Securities for the consideration specified in Section 2.1(b) below.

(b)The purchase price for the Ordinary Shares shall be $0.75 per share and the purchase price for the Warrants shall be as set forth on Schedule 1 and Schedule 2 hereto (subject to equitable adjustment for stock splits, recombinations and similar events occurring between the date hereof and the Closing Date) (collectively, the “Purchase Price”). Except as otherwise indicated, all references in this Agreement to “$” or “dollars” shall be to US dollars (US$).

2.2Closing.

(a)Transfer of Ownership. The closing of the sale and purchase of any Securities between the parties hereto (the “Closing”) shall take place on the day on which such Securities are purchased by the Seller from the Purjes Group or the Wittenstein Group(the “Closing Date”). Accordingly, the parties may hold more than one Closing with respect to different Securities.

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(b)Seller Deliverables. At each Closing, the Seller shall deliver or cause to be delivered to an escrow agent for the benefit of the Purchaser: (A) any and all original certificates and instruments evidencing the Securities, to the extent that they have been issued by the Company or its transfer agent, (B) transfer deeds in respect of the Securities and (C) assignment documents evidencing the assignment of any and all registration rights relating to the Securities (the items mentioned in sub-clauses (A), (B) and (C) shall be referred to collectively as the “Conveyance Documents”).

(c) Payment. Promptly following the receipt of financing by the Purchaser, provided that one or more Closings shall have occurred, the Purchaser shall transfer or cause to be transferred to the Seller the Purchase Price set forth on Schedule 1 and Schedule 2 hereto with respect to the applicable Securities, by way of wire transfer to the account designated in writing by the Seller. Upon the payment of the Purchase Price with respect to any Securities, the Conveyance Documents in respect of such Securities shall be released from escrow and transferred to the Purchaser. If the Purchase Price with respect to any Securities shall not be paid withing 30 days of the date hereof, the Seller shall have the right to rescind the sale of such Securities by written notice to the Purchaser.

SECTION 3.REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller hereby represents and warrants to the Purchaser as of the date hereof and the Closing Date, as follows:

3.1Enforcement. This Agreement has been duly executed by the Seller and constitutes the valid and legally binding obligation of the Seller, enforceable against it in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors.

3.3Ownership of Securities. The Seller is, or at the applicable Closing will be, (i) the sole legal owner of the Securities, and (ii) the holder of good, valid and marketable title to such Securities free and clear of all Encumbrances. Seller has no reason to believe that the Securities have not been duly and validly issued. When delivered to the Purchaser pursuant to the terms hereof, the Securities shall be fully paid and nonassessable, free and clear of all Encumbrances.

3.4No Conflicts. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will require any notice or consent under, any agreement to which the Seller is a party or by which the Seller is bound or to which the Securities are or may be bound or affected or result in the imposition of any Encumbrance upon the Securities orrequire the Seller to give any notice to, make any filings with, or obtain any authorization of any Governmental Authority, other than the filing of a Schedule 13D.

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3.6Exempt Offering. Assuming the accuracy of the representations and warranties of the Purchaser set forth in Section 4.4, the offer and sale of the Securities as contemplated hereby are, to the best knowledge of the Seller, exempt from the registration requirements of the Securities Act. The Seller has not taken nor is, to the knowledge of the Seller, contemplating taking any action which could subject the offering or sale of such Securities to the registration requirements of the Securities Act. Neither the Seller, nor any of its Affiliates, nor any Person acting on their behalf, has engaged, nor will they engage, in any “direct selling efforts” (within the meaning ascribed to such term in Regulation S promulgated under the Securities Act (“Regulation S”)) with respect to the sale of the Securities. The sale of the Securities by the Seller is not part of a plan or scheme to evade the registration requirements of the Securities Act.

3.7Fees. No fees or commissions will be payable by the Purchaser to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by this Agreement based on any arrangement made by or on behalf of the Seller.

SECTION 4. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser hereby represents and warrants to the Seller, as of the date hereof and the Closing Date, as follows:

4.1Organization; Authorization; Enforcement. The Purchaser is a limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder. The purchase by the Purchaser of the Securities has been duly authorized by all necessary action on the part of the Purchaser. This Agreement has been duly executed by the Purchaser and constitutes the valid and legally binding obligation of the Purchaser, enforceable against it in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors.

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4.2Exempt Offering.

(a)The Purchaser understands and agrees that the Securities have not been registered under the Securities Act and may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Purchaser warrants that neither it nor any of its Affiliates nor any Person acting on their behalf has offered or sold, or will offer or sell, any Securities except in an “offshore transaction” in accordance with Regulation S or otherwise pursuant to an exemption from the Securities Act.

(b)No Persons acting on behalf of the Purchaser or any of its Affiliates has engaged or will engage in any “directed selling efforts” (as such term is defined in Regulation S) with respect to the Securities.

(c)The Purchaser is an experienced investor and is purchasing the Securities for the purpose of investment for its own account and not with a view to distribution or resale, directly or indirectly, to United States persons, in the United States or otherwise in violation of the United States securities laws, without prejudice, however, to the Purchaser’s right at all times to sell or otherwise dispose of all or any part of the Securities in compliance with applicable securities laws. The Purchaser is not located in the United States and is not a “U.S. person” (as defined in Regulation S).

(d)The contemplated purchase of the Securities is not part of a plan or scheme to evade the registration provisions of the Securities Act.

4.3Fees. No fees or commissions will be payable by the Seller to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by this Agreement based on any arrangement made by or on behalf of the Purchaser.

4.4Purchaser Status. Since the Purchaser is a member of the controlling group of the Company and is therefore fully and intimately aware of the legal, financial and business status and affairs of the Company, the Purchaser has not found it necessary to conduct any “due diligence” examination of the Company. Further, the Purchaser has expressly waived the receipt of any warranties and representations from the Seller as to the Company. The Purchaser waives any right to rescind this Agreement and/or to obtain any refund or reduction in the consideration to be paid to the Seller hereunder for the Securities and waives any possible claim against the Seller with respect to the fairness of the purchase price payable hereunder, even in the event that following the Closing of the sale transaction hereunder, any additional or new facts shall come to the attention of Purchaser regarding the Company of which the Purchaser may not have been aware at time of execution of this Agreement.

4.5No Conflicts. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) conflict with or violate any (A) statute, law regulation, rule, injunction, judgment, order, decree, ruling, charge or other restriction of any Governmental Authority to which the Purchaser is subject or (B) any provision of the Purchaser’s organizational documents (each as amended through the date hereof) or (ii) require any notice or consent under, any agreement to which the Purchaser is a party or by which the Purchaser is bound.

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SECTION 5.ADDITIONAL COVENANTS OF THE PARTIES

5.1Further Assurance. Each of the parties shall promptly execute such documents and other papers and take such further actions as may be reasonably required or desirable to carry out the provisions hereof and the transactions contemplated hereby.

5.2Publicity and Confidentiality. The parties shall not disclose the terms of this Agreement to any third party, nor issue any press release, publicity statement or other public notice relating to this Agreement or the transactions contemplated by this Agreement without first obtaining the prior consent of the other parties to this Agreement, provided that a party shall not be precluded from making such filings or giving such notices as may be required by law or the rules of any stock market, including without limitation, with an amendment to the Purchaser’s Schedule 13D.

5.3Dividends and Distributions. The Seller will promptly pay or transfer to or to the order of the Purchaser, upon receipt by the Seller, any dividend or distribution declared or other rights declared or distributed by the Company in respect of the Securities for which a record date occurs on or after the Closing Date and which are paid or distributed by the Company to the Seller after the Closing Date.

SECTION 6.THE SELLER’S CLOSING CONDITION

The obligation of the Seller to sell any Securities on the Closing Date, as provided in Section 2 hereof, shall be subject to the occurrence of the closing of the purchase by the Seller from the Purjes Group or the Wittenstein Group, as the case may be, of such Securities.

SECTION 7.MISCELLANEOUS

7.1Survival of Representations and Warranties. The representations and warranties of the Seller and the Purchaser contained in Sections 3 and 4, respectively, shall survive the Closing Date.

7.2Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced solely in accordance with the internal laws of the State of Israel, without regard to the principles of conflicts of law thereof. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of either the Tel-Aviv courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of this Agreement), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper.

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7.3Paragraph and Section Headings. The headings of the sections and subsections of this Agreement are inserted for convenience only and shall not be deemed to constitute a part thereof.

7.4Notices

(a)All communications under this Agreement shall be in writing and shall be delivered by hand or facsimile or mailed by a U.S.- based overnight courier or by registered mail or certified mail, postage prepaid.

(b)Any notice so addressed shall be deemed to be given: if delivered by hand or facsimile, on the date of such delivery (of if such date is not a Business Day, on the next Business Day); if mailed by courier, on the second Business Day following the date of such mailing; and if mailed by registered or certified mail, on the fifth Business Day after the date of such mailing.

7.5Expenses. All costs and expenses (including legal fees and expenses and including interest charges) incurred by the Purchaser or by the Seller in connection with this Agreement and the transactions contemplated hereby or in connection with the transaction in which the Seller purchased the Securities from the Purjes Group and the Wittenstein Group, shall be borne by the Purchaser.

7.6Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties. No party shall be entitled to assign this Agreement without the consent of the other parties.

7.7Entire Agreement; Amendment and Waiver. This Agreement constitutes the entire understandings of the parties hereto and supersedes all prior agreements or understandings with respect to the subject matter hereof among such parties. This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of the Seller and the Purchaser. Notwithstanding the foregoing, subject to the applicable securities law, the Purchaser shall be entitled to assign this Agreement to any Affiliates of the Purchaser without such consent, provided that at the time of such assignment, (i) the Seller is given written notice by the Purchaser at the time of such assignment stating the name and address of such assignee, and the number of Securities with respect to which such assignment is being made, and that any such assignee shall receive such assigned rights subject to all the terms and conditions of this Agreement, including without limitation, the provisions of this Section 7.7 and (ii) each assignee shall furnish the Seller and with the assignee's written agreement to be bound by this Agreement and confirming the accuracy of the representations and warranties set forth in Section 3 with respect to such assignee. Notwithstanding any such assignment, the Purchaser shall continue to be responsible for the timely and full payment of the Purchase Price to the Seller.

7.8Severability. In the event that any part or parts of this Agreement shall be held illegal or unenforceable by any court or administrative body of competent jurisdiction, such determination shall not effect the remaining provisions of this Agreement which shall remain in full force and effect.

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7.9Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall be considered one and the same agreement.

7.10Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, the Purchaser and the Seller will be entitled to specific performance under this Agreement.

7.11No Third-Party Beneficiaries. Except as otherwise set forth herein, this Agreement shall not confer any rights or remedies upon any Person other than the parties hereto and their respective successors and permitted assignees.

[SIGNATURE PAGES IMMEDIATELY FOLLOW]

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IN WITNESS WHEREOF the parties have signed this Securities Purchase Agreement as of the date first hereinabove set forth.

THE PURCHASER:

KANIR JOINT INVESTMENTS (2005) LIMITED PARTNERSHIP

By: KANIR INVESTMENTS LTD., its General Partner

By: /s/ Menahem Raphael

Name: Menahem Raphael

Title: Director

By: /s/ Ran Fridrich

Name: Ran Fridrich

Title: Director

THE SELLER:

/s/ Menahem Raphael

Menahem Raphael

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Schedule 1

Securities - Purjes Group

	Number of Shares	Number of Warrants (Exercise Price)	Purchase Price per Warrant	Aggregate Purchase Price for Shares and Warrants
	3,687,854	422,077 ($0.52)   79,145 ($0.62)   3,000,000 ($0.75)   20,474 ($1.54)   129,310 ($1.16)	$0.23   $0.13   $0.05   $1.00 for all   $0.03
Total	3,687,854	3,651,006		$3,027,136

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Schedule 2

Securities - Wittenstein Group

Number of Shares	Number of Warrants (Exercise Price)	Purchase Price Per Warrant	Aggregate Purchase Price for Shares and Warrants
1,129,865	403,846 ($0.52)	$0.23	$940,283

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EX-9

SECURITIES PURCHASE AGREEMENT

SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of February 24, 2008, by and among Kanir Joint Investments (2005) Limited partnership, organized under the laws of the State of Israel (the “Purchaser”) and the sellers listed on Schedule I hereto (each a “Seller” and collectively, the “Sellers”).

W I T N E S S E T H:

WHEREAS, the Sellers own ordinary shares, par value NIS 1.00 per share (the “Securities”), of Nur Macroprinters Ltd., a company organized under the laws of the State of Israel (the “Company”), as set forth on Schedule I hereto; and

WHEREAS, subject to the terms and conditions set forth in this Agreement, the Purchaser desires to Purchase the Securities from the Sellers and the Sellers desire to sell the Securities to the Purchaser.

NOW, THEREFORE, in consideration of the mutual representations, warranties and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Purchaser and the Sellers agree as follows:

SECTION 1.DEFINITIONS

As used in this Agreement, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

“Affiliate” of a specified Person shall mean a Person that directly or indirectly controls or is controlled by, or is under common control with, such specified Person. For this purpose, “control” shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise.

“Business Day” shall mean a day other than a Friday or Saturday or other day on which banks in the State of Israel are not required or authorized to close.

“Encumbrances” shall mean mortgages, charges, pledges, security interests, liens, encumbrances, actions, claims, demands, voting trusts, voting agreements, rights of first offer or refusal and equities of any nature whatsoever and howsoever arising and any rights or privileges capable of becoming any of the foregoing.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Governmental Authority” shall mean any agency, department, court or any other administrative, legislative or regulatory authority of any U.S., Israeli or other governmental body.

“Person” shall mean an individual, partnership, joint-stock company, corporation, limited liability company, trust or unincorporated organization, and a government or agency or political subdivision thereof.

“SEC” shall mean the Securities and Exchange Commission.

“Securities Act” shall mean the Securities Act of 1933, as amended.

SECTION 2. PURCHASE AND SALE OF SECURITIES

2.1Purchase and Sale of the Securities.

(a)Subject to the terms and conditions set forth in this Agreement and in reliance upon each party’s representations set forth below, the Purchaser hereby agrees to purchase from each Seller and each Seller agrees to sell, transfer, convey and deliver to the Purchaser, free and clear of all Encumbrances, the Securities set forth opposite such Seller’s name on Schedule I hereto for the consideration specified in Section 2.1(b) below.

(b)The purchase price for the Securities shall be $0.75 per share (subject to equitable adjustment for stock splits, recombinations and similar events occurring between the date hereof and the Closing Date) (collectively, the “Purchase Price”). Except as otherwise indicated, all references in this Agreement to “$” or “dollars” shall be to US dollars (US$).

(c)Concurrently with the execution of this Agreement, each Seller shall (i) deliver or shall cause to be delivered to the Purchaser copies of an Escrow Agreement in substantially the form set forth as Exhibit A hereto among the Purchaser, the Sellers and the designated Escrow Agent (the “Escrow Agreement”) duly executed by the Seller and (ii) deliver or cause to be delivered to the Escrow Agent: (A) any and all original certificates and instruments evidencing the Securities, (B) a transfer deed in respect of the Securities executed in blank and (C) assignment documents evidencing the assignment of any and all registration rights relating to the Securities (the items mentioned in sub-clauses (A), (B) and (C) shall be referred to collectively as the “Conveyance Documents”).

(d)Concurrently with the execution of this Agreement, the Purchaser shall deliver or cause to be delivered to the Sellers (i) copies of the Escrow Agreement duly executed by Purchaser and (ii) funds in US dollars equal to five percent (5%) of the aggregate Purchase Price as set forth on Schedule I (the “Down Payment”), by way of wire transfer to the account set forth on Schedule I or designated in writing by the applicable Seller.

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(e) Within 30 days following the date hereof, the Purchaser shall transfer or cause to be transferred to the Sellers the balance of the aggregate Purchase Price (i.e., ninety-five percent (95%) of the aggregate Purchase Price as set forth on Schedule I) (the “Final Payment”), by way of wire transfer to the account set forth on Schedule I or designated in writing by the applicable Seller, and pursuant to the terms of the Escrow Agreement, the Escrow Agent shall release the Conveyance Documents to the Purchaser. The date of such release shall be referred to herein as the “Closing Date”.

(f)If the Purchaser shall not have so transferred the Final Payment to any Sellers by 30-day deadline, such Sellers shall be entitled to demand the return of the applicable Conveyance Documents from the Escrow Agent and to retain the applicable Down Payment.

SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE SELLERS

Each Seller, for itself and for no other Seller, hereby represents and warrants to the Purchaser as of the date hereof and the Closing Date, as follows:

3.1Organization; Authorization; Enforcement. If such Seller is an entity, such Seller is an entity duly organized and validly existing under the laws of the jurisdiction of its organization and has the requisite power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder. The execution and delivery by such Seller of this Agreement and the consummation by it of the transactions contemplated hereby has been duly authorized by all necessary action on the part of such Seller and no further action is required by such Seller. This Agreement has been duly executed by such Seller and constitutes the valid and legally binding obligation of such Seller, enforceable against it in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors.

3.3Ownership of Securities. Such Seller (i) is the sole record owner and legal owner of the Securities set forth opposite such Seller’s name on Schedule I, and (ii) has good, valid and marketable title to such Securities free and clear of all Encumbrances. Seller has no reason to believe that the Securities have not been duly and validly issued. When delivered to the Purchaser pursuant to the terms hereof, the Securities shall be fully paid and nonassessable, free and clear of all Encumbrances.

3.4No Conflicts. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) conflict with or violate any (A) statute, law regulation, rule, injunction, judgment, order, decree, ruling, charge or other restriction of any Governmental Authority to which Seller is subject or (B) if such Seller is an entity, any provision of such Seller’s organizational documents (each as amended through the date hereof) or (ii) require any notice or consent under, any agreement to which such Seller is a party or by which such Seller is bound or to which the Securities are or may be bound or affected or result in the imposition of any Encumbrance upon the Securities or (C) require the Seller to give any notice to, make any filings with, or obtain any authorization of any Governmental Authority.

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3.6Exempt Offering. Assuming the accuracy of the representations and warranties of the Purchaser set forth in Section 4.2, the offer and sale of the Securities as contemplated hereby are, to the best knowledge of the Sellers, exempt from the registration requirements of the Securities Act. Neither such Seller nor any Person acting on its behalf has taken or is, to the knowledge of such Seller, contemplating taking any action which could subject the offering or sale of such Securities to the registration requirements of the Securities Act. Neither such Seller, nor any of its Affiliates, nor any Person acting on their behalf, has engaged, nor will they engage, in any “direct selling efforts” (within the meaning ascribed to such term in Regulation S promulgated under the Securities Act (“Regulation S”)) with respect to the sale of the Securities. The sale of the Securities by such Seller is not part of a plan or scheme to evade the registration requirements of the Securities Act.

3.7Fees. No fees or commissions will be payable by the Purchaser to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by this Agreement based on any arrangement made by or on behalf of such Seller.

3.8Adequacy of Purchase Price. Such Seller is aware that the Purchaser in the future may generate greater value with respect to its Securities than such Seller will receive for such Securities pursuant to this Agreement, especially since the Purchaser is a member of the controlling group of the Company and the Securities may be added to the control block. Such Seller is also aware that the Purchaser may purchase securities of the Company from other shareholders of the Company, including large shareholders, either alone or together with other purchasers, for consideration that may exceed the consideration payable pursuant to this Agreement and/or pursuant to other terms and conditions that may be more favorable to the sellers than the terms and conditions of this Agreement. Such Seller waives any right to receive any consideration for selling its Securities to the Purchaser (other than the consideration specifically payable pursuant to this Agreement) and waives any possible claim against the Purchaser with respect to the fairness of the purchase price payable hereunder.

SECTION 4. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser hereby represents and warrants to the Sellers, as of the date hereof and the Closing Date, as follows:

4.1Organization; Authorization; Enforcement. The Purchaser is a limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder. The purchase by the Purchaser of the Securities has been duly authorized by all necessary action on the part of the Purchaser. This Agreement has been duly executed by the Purchaser and constitutes the valid and legally binding obligation of the Purchaser, enforceable against it in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors.

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4.2Exempt Offering.

(a)The Purchaser understands and agrees that the Securities have not been registered under the Securities Act and may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Purchaser warrants that neither it nor any of its Affiliates nor any Person acting on their behalf has offered or sold, or will offer or sell, any Securities except in an “offshore transaction” in accordance with Regulation S or otherwise pursuant to an exemption from the Securities Act.

(b)No Persons acting on behalf of the Purchaser or any of its Affiliates has engaged or will engage in any “directed selling efforts” (as such term is defined in Regulation S) with respect to the Securities.

(c)The Purchaser is an experienced investor and is purchasing the Securities for the purpose of investment for its own account and not with a view to distribution or resale, directly or indirectly, to United States persons, in the United States or otherwise in violation of the United States securities laws, without prejudice, however, to the Purchaser’s right at all times to sell or otherwise dispose of all or any part of the Securities in compliance with applicable securities laws. The Purchaser is not located in the United States and is not a “U.S. person” (as defined in Regulation S).

(d)The contemplated purchase of the Securities is not part of a plan or scheme to evade the registration provisions of the Securities Act.

4.3Fees. No fees or commissions will be payable by the Sellers to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by this Agreement based on any arrangement made by or on behalf of the Purchaser.

4.4No Conflicts. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) conflict with or violate any (A) statute, law regulation, rule, injunction, judgment, order, decree, ruling, charge or other restriction of any Governmental Authority to which the Purchaser is subject or (B) any provision of the Purchaser’s organizational documents (each as amended through the date hereof) or (ii) require any notice or consent under, any agreement to which the Purchaser is a party or by which the Purchaser is bound.

SECTION 5. ADDITIONAL COVENANTS OF THE PARTIES

5.1Further Assurance. Each of the parties shall promptly execute such documents and other papers and take such further actions as may be reasonably required or desirable to carry out the provisions hereof and the transactions contemplated hereby.

5.2Publicity and Confidentiality. The parties shall not disclose the terms of this Agreement to any third party, nor issue any press release, publicity statement or other public notice relating to this Agreement or the transactions contemplated by this Agreement without first obtaining the prior consent of the other parties to this Agreement, provided that a party shall not be precluded from making such filings or giving such notices as may be required by law or the rules of any stock market, including without limitation, with an amendment to the Purchaser’s Schedule 13D.

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5.3Dividends and Distributions. The Sellers will promptly pay or transfer to or to the order of the Purchaser, upon receipt by the Sellers, any dividend or distribution declared or other rights declared or distributed by the Company in respect of the Securities for which a record date occurs on or after the Closing Date and which are paid or distributed by the Company to the Sellers after the Closing Date.

5.4Withholding Tax. The Purchaser shall be entitled to deduct and withhold from the Purchase Price otherwise payable pursuant to this Agreement to any Seller the amounts required to be deducted and withheld from any payment pursuant to this Agreement under any applicable law, provided, however, that if the Sellers obtain a tax ruling and/or exemption from any applicable Governmental Authority in a form reasonably satisfactory to the Purchaser, deduction and withholding of any amounts under the tax laws of such Governmental Authority’s jurisdiction shall be made only in accordance with the provisions of such ruling and/or exemption. To the extent that amounts are so withheld by the Purchaser, such withheld amounts (i) shall be remitted by the Purchaser to the applicable Governmental Authority, and (ii) shall be treated for all purposes of this Agreement as having been paid to the applicable Seller in respect of which such deduction and withholding was made by the Purchaser.

5.5Severability Among the Sellers. This Agreement is drafted as one Agreement between the Purchaser and the Sellers as a group, for the sake of convenience only. However, subject to the following sentence, it is confirmed and agreed that there shall be no joint liability among the Sellers, and a failure to perform by one Seller shall not be attached to any other Seller, and that, subject to the other terms of this Agreement, the Purchaser shall not be entitled to rescind or terminate this Agreement as to those Sellers who have performed their obligations hereunder.

SECTION 6.MISCELLANEOUS

6.1Survival of Representations and Warranties. The representations and warranties of the Sellers and the Purchaser contained in Sections 3 and 4, respectively, shall survive the Closing Date.

6.2Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced solely in accordance with the internal laws of the State of Israel, without regard to the principles of conflicts of law thereof. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of either the Tel-Aviv courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of this Agreement), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper.

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6.3Paragraph and Section Headings. The headings of the sections and subsections of this Agreement are inserted for convenience only and shall not be deemed to constitute a part thereof.

6.4Notices

(a)All communications under this Agreement shall be in writing and shall be delivered by hand or facsimile or mailed by a U.S.- based overnight courier or by registered mail or certified mail, postage prepaid:

if to the Purchaser:

Kanir Joint Investments (2005) Limited partnership

c/o Goldfarb, Levy, Eran, Meiri & Co.

2 Weizmann Street

Tel-Aviv 64239, Israel

Facsimile: +972-3-608-9908

Attention: Adam M. Klein, Adv.

each notice to the Purchaser, with a copy to (which shall not constitute notice):

Goldfarb, Levy, Eran, Meiri & Co.

2 Weizmann Street

Tel-Aviv 64239, Israel

Facsimile: +972-3-608-9908

Attention: Adam M. Klein, Adv.

if to the Sellers: to the addresses set forth in Schedule II.

(b)Any notice so addressed shall be deemed to be given: if delivered by hand or facsimile, on the date of such delivery (of if such date is not a Business Day, on the next Business Day); if mailed by courier, on the second Business Day following the date of such mailing; and if mailed by registered or certified mail, on the fifth Business Day after the date of such mailing.

6.5Expenses. The parties acknowledge that, unless otherwise provided herein, all costs and expenses (including legal fees and expenses) incurred in connection with this Agreement and the transactions contemplated hereby are the sole responsibility of each respective party and the parties will pay their respective costs and expenses.

6.6Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties. No party shall be entitled to assign this Agreement without the consent of the other parties.

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6.7Entire Agreement; Amendment and Waiver. This Agreement constitutes the entire understandings of the parties hereto and supersedes all prior agreements or understandings with respect to the subject matter hereof among such parties. This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of the Sellers and the Purchaser. Notwithstanding the foregoing, subject to the applicable securities law, the Purchaser shall be entitled to assign this Agreement to any Affiliates of the Purchaser without such consent, provided that at the time of such assignment, (i) each Seller is given written notice by the Purchaser at the time of such assignment stating the name and address of such assignee, and the number of Securities with respect to which such assignment is being made, and that any such assignee shall receive such assigned rights subject to all the terms and conditions of this Agreement, including without limitation, the provisions of this Section 6.7 and (ii) each assignee shall furnish the Sellers and with the assignee's written agreement to be bound by this Agreement and confirming the accuracy of the representations and warranties set forth in Section 3 with respect to such assignee. Notwithstanding any such assignment, the Purchaser shall continue to be responsible for the timely and full payment of the Purchase Price to each Seller.

6.8Severability. In the event that any part or parts of this Agreement shall be held illegal or unenforceable by any court or administrative body of competent jurisdiction, such determination shall not effect the remaining provisions of this Agreement which shall remain in full force and effect.

6.9Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall be considered one and the same agreement.

6.10Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, the Purchaser and the Sellers will be entitled to specific performance under this Agreement.

6.11No Third-Party Beneficiaries. Except as otherwise set forth herein, this Agreement shall not confer any rights or remedies upon any Person other than the parties hereto and their respective successors and permitted assignees.

[SIGNATURE PAGES IMMEDIATELY FOLLOW]

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IN WITNESS WHEREOF the parties have signed this Securities Purchase Agreement as of the date first hereinabove set forth.

THE PURCHASER:

Kanir Joint Investments (2005) Limited partnership

By: KANIR INVESTMENTS LTD.

Its General Partner

By:	/s/ Ran Fridrich
	Name:	Ran Fridrich
	Title:	Director

By:	/s/ Menahem Raphael
	Name:	Menahem Raphael
	Title:	Director

THE SELLERS:

/s/ Yonatan Malca

Name: Yonatan Malca

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Schedule I

The Sellers

Seller Name and Address	No. of Shares	Aggregate Purchase Price ($)	Down Payment ($) (5%)	Final Payment ($) (95%)	Wire Instructions for Seller’s Account
Yonatan Malca	162,500	121,875	6,094	115,781

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EX-10

SHARE PURCHASE AGREEMENT

NUR MACROPRINTERS LTD.

This Share Purchase Agreement is entered into as of the 25^th day of February, 2008, by and between:

1. Mizrahi Tefahot Bank Ltd., an Israeli company no. 52-000052-2, organized under the laws of the State of Israel,

Of 7 Jabotinsky St., Ramat Gan. Israel

Attn: Tamar Ben David

Fax: 03-755-9079

(the “Bank” or the "Seller");

On the one side

AND

2. Kanir Joint Investments (2005), a Limited Partnership no. 55-022153-5, organized under the laws of the state of Israel,

Of 4 Berkowitz St. - Museum Tower fl. 14. Tel Aviv

Attn: Erdinast Ben Nathan & Co.

Fax: 03-777-0101

(hereinafter: "Kanir" or the "Purchaser")

On the other side

RECITALS

WHEREAS the Bank holds 2,333,333 (two million, three hundred thirty three thousand, three hundred thirty three) Ordinary Shares, par value NIS 1.00 per share (hereinafter: the "Shares") of Nur Macroprinters Ltd., a company no. 52-003986-8, organized under the laws of the state of Israel (hereinafter: the "Company"), that were transferred to it as a result of its merger with the Investment Corp Of United Mizrahi Bank Ltd, a Israeli company no. 52-002457-1;

WHEREAS the Bank wishes to sell its shares to the Purchaser; and

WHEREAS Kanir wishes to acquire the shares, on the terms as set forth herein.

NOW THEREFORE, the parties agree as follows:

1 RECITALS AND HEADINGS

1.1. The recitals, schedules, appendices, annexes and exhibits hereto form an integral part of this Agreement.

1.2. The paragraph headings are for the sake of convenience of reference only and shall not affect the interpretation of this Agreement.

2. PURCHASE AND SALE OF THE SHARES

The Bank hereby agrees to sell the Shares to Kanir, and Kanir hereby agrees to purchase from the Bank the Shares. The Shares are registered in an account of the Bank held at Oppenheimer & Co., Inc. (hereinafter: "Oppenheimer").

3. THE CONSIDERATION

In consideration for the Shares, the Purchaser will pay to the Bank, $0.75 USD per Share, and in the aggregate $1,750,000 (one million, seven hundred fifty thousand USD) (hereinafter: the "Consideration").

The Consideration will be paid as follows:

(a) Upon signature of this Agreement, the Purchaser shall pay the Bank a total sum of $100,000 (one hundred thousand USD) as an irrevocable down payment on the account of the Consideration. Should Kanir not transfer the balance of the Consideration within 30 days from the date of this Agreement, said down payment will be appropriated by the Bank, and shall be the property of the Seller.

(b) Kanir will pay the Bank the balance of the Consideration(i.e. the Consideration, less the down payment), at the Closing Date. The Closing Date shall be on the date on which all the following shall have occurred, unless otherwise determined by the Seller:

(1) The Purchaser notified the Bank, in writing, at least one business day prior to the Closing Date that it intends to consummate the purchase of the Shares, while specifying the Closing Date in such notice.

(2) The Closing Date will be a business day on which the shares are usually traded on the NASDAQ Stock Exchange and the Israeli banks are open, during the business hours of the Bank.

(3) The Purchaser paid to the Seller the entire amount of the Consideration, in accordance with Section 4 below.

(4) The Closing Date will be within 30 days of the date hereof.

(c) On the Closing Date, the Seller will transfer the Shares to Kanir, and Kanir will receive the Shares in an off- market securities sale.

(d) Subject to performance of this Agreement in accordance with its terms, the parties agree to execute any customary document, as may be reasonably necessary for the finalization of the transaction, as required by any party or Oppenheimer or under applicable law.

4 MANNER OF PAYMENT

The payment of the Consideration will be in US Dollars, by way of wire transfer to a bank account designated by the Bank for such purpose. Immediately upon receipt of the Consideration, the Bank shall cause the Shares to be transferred to an account designated by the Purchaser for such purpose.

5 REPRESENTATIONS AND WARRANTIES OF THE BANK

The, hereby represents and warrants to the Purchaser as of the date hereof and the Closing Date, as follows:

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3.1 Ownership of Shares. The Seller is the sole beneficial owner of the Shares, the Shares are held in an account with Oppenheimer for the sole benefit of the Seller, and the Seller has good and valid title to the Shares free and clear of all Encumbrances. “Encumbrances” shall mean mortgages, charges, pledges, security interests, liens, encumbrances, actions, claims, demands, voting trusts, voting agreements or rights of first offer or refusal arising from any agreement to which the Seller is a party or from any action taken by on or behalf of the Seller, all other than agreements, instruments or actions known to the Company.

3.2 Adequacy of Purchase Price. The Seller is aware that the Purchaser in the future may generate greater value with respect to the Shares than the Seller will receive for such Shares pursuant to this Agreement, especially since the Purchaser is a member of the controlling group of the Company and the Shares may be added to the control block. The Seller is also aware that the Purchaser may purchase Shares of the Company from other shareholders of the Company, including large shareholders, either alone or together with other purchasers, for consideration that may exceed the consideration payable pursuant to this Agreement and/or pursuant to other terms and conditions that may be more favorable to the sellers than the terms and conditions of this Agreement. The Purchaser represents that the price per Share at which the Purchaser may purchase such Shares during the 30-day period commencing on the date of this Agreement shall not exceed the price per Shares payable from the Seller, other than purchases of Shares representing a controlling interest of the sellers thereof. Subject to the preceding representation of the Purchase, the Seller waives any right to receive any consideration for selling its Shares to the Purchaser (other than the consideration specifically payable pursuant to this Agreement) and waives any possible claim against the Purchaser with respect to the fairness of the purchase price payable hereunder.

3.3 Disclaimer. Other than the representations and warranties expressly stated above, the Seller does not make and hereby disclaims any and all representations and warranties with respect to the Shares and the transactions contemplated hereby. For the avoidance of doubt, it is hereby acknowledged that the Seller makes no representations or warranties with respect to the Company.

6 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

6.1 The Purchaser hereby represents and warrants that it is aware that the Shares will not be transferred to it until the aggregate amount of theConsideration is transferred to the Seller's bank account.

6.2 Since the Purchaser is a member of the controlling group of the Company and is therefore aware of the legal, financial and business status and affairs of the Company, the Purchaser has not found it necessary to conduct any “due diligence” examination of the Company. Further, the Purchaser has expressly waived the receipt of any warranties and representations from the Seller as to the Company. The Purchaser waives any right to rescind this Agreement and/or to obtain any refund or reduction in the consideration to be paid to the Seller hereunder for the Shares and waives any possible claim against the Seller with respect to the fairness of the purchase price payable hereunder, even in the event that following the Closing any additional or new facts shall come to the attention of Purchaser regarding the Company of which the Purchaser may not have been aware at time of execution of this Agreement.

3

6.3 The Purchaser hereby represents and warrants that it agrees that other than the representations and warranties set forth in Section 5 above and the covenants of the Bank set forth in this Agreement, (i) the Shares will be transferred to Purchaser AS IS, and (ii) it hereby expressly waives, absolutely and irrevocably, any demands, claims, rights, obligations, damages and liabilities of any nature whatsoever against the Bank in connection therewith or with respect to the sale hereunder and the Company and hereby releases and forever discharges the Bank from any such demands, claims, rights, obligations, damages and liabilities.

6.4 The Purchaser hereby represents and warrants that there is no legal or other restriction, encumbrance, hindrance or cause preventing it from executing this Agreement and performing the transactions contemplated hereunder, inter alia preventing it from purchasing the Shares, and that it has retained all approvals and authorizations required by law, regulation or contract required or recommended to fulfill all of its commitments and obligations hereunder, including, to purchase the Shares, and that the execution of this Agreement will not violate any law, including, without limitation, any securities laws.

7. MISCELLANEOUS

7.1 Delays or Omissions; Waiver

No failure on the part of any Person to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of any party in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy.

No omission or delay to exercise any right, power, or remedy accruing to any party hereto upon any breach or default by the other under this Agreement shall impair any such right, or remedy nor shall it be construed to be a waiver of any such breach or default, or any acquiescence therein or in any similar breach or default thereafter occurring.

7.2 Governing Law

It is agreed that the Agreement and all circumstances related hereto shall be governed by and construed in accordance with the laws of the state of Israel. Any disputes in connection with the performance of this agreement and related to the circumstances hereof, shall be resolved solely by Tel Aviv - Jaffa courts.

7.3 Communications

The parties' addresses for the matters of this agreement are as set above at the beginning of this Agreement. Any notice so addressed shall be deemed to be given: if delivered by hand or facsimile, on the date of such delivery (of if such date is not a business day, on the next business day); if mailed by courier, on the second business day following the date of such mailing; and if mailed by registered or certified mail, on the fifth business day after the date of such mailing.

4

7.4 Further Assurances

Each of the parties shall promptly execute such documents and other papers and take such further actions as may be reasonably required or desirable to carry out the provisions hereof and the transactions contemplated hereby.

7.5 Withholding Tax

The Purchaser shall be entitled to deduct and withhold from the Consideration otherwise payable pursuant to this Agreement to the Seller the amounts required to be deducted and withheld under any applicable law, provided, however, that if the Seller obtains a tax ruling and/or exemption from any applicable governmental authority in a form reasonably satisfactory to the Purchaser, deduction and withholding of any amounts under the tax laws of such governmental authority’s jurisdiction shall be made only in accordance with the provisions of such ruling and/or exemption. To the extent that amounts are so withheld by the Purchaser, such withheld amounts (i) shall be remitted by the Purchaser to the applicable governmental authority, and (ii) shall be treated for all purposes of this Agreement as having been paid to the Seller in respect of which such deduction and withholding was made by the Purchaser.

7.6 Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall be considered one and the same agreement.

7.7 Remedies

In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, the Purchaser and the Sellers will be entitled to specific performance under this Agreement.

7.8 No Third-Party Beneficiaries

Except as otherwise set forth expressly herein, this Agreement shall not confer any rights or remedies upon any Person other than the parties hereto and their respective successors and permitted assignees.

7.9 Fees and Expenses

The Purchaser shall bear its own costs and fees (including without limitation legal fees) in connection with the negotiation, execution and performance of this Agreement and shall pay 50% of the legal fees and expenses incurred by the Seller in connection herewith, up to the maximum amount of US$2,000 (two thousand US dollars) plus VAT. In addition, the Purchaser shall pay to the Bank a service fee in the amount of US$35,000. For the avoidance of doubt, the foregoing payments are in addition to the Consideration.

5

IN WITNESS WHEREOF, this Agreement has been duly executed by:

Mizrahi Tefahot Bank Ltd. By: /s/ Ofir Morad Name: Ofir Morad Title: Corporate Sector Manager   By: /s/ Shimon Gal Name: Shimon Gal Title: Comptroller     Kanir Joint Investments (2005) Limited Partnership   By: Kanir Investments Ltd. Its General Partner   By: /s/ Ran Fridrich Name: Ran Fridrich Title: Director
By: /s/ Menahem Raphael Name: Menahem Raphael Title: Director

6

EX-11

Exhibit 11

SHARE PURCHASE AGREEMENT

NUR MACROPRINTERS LTD.

This Share Purchase Agreement is entered into as of the 26^th day of February, 2008, by and between:

1.   Meitav Investment Management Ltd., an Israeli company no.510831175, organized under the laws of the State of Israel,

4 Berkowitz St., Museum Tower, Tel-Aviv

Attn: Chen Amrani

Fax: 03-7778001

(the "Seller");

On the one side

AND

2.   Kanir Joint Investments (2005)Limited Partnership, an Israeli limited partnership no. 55-022153-5, organized under the laws of the state of Israel,

4 Berkowitz St. - Museum Tower fl. 14. Tel Aviv

Attn: Eran Goren

Fax: 03-6482030

(hereinafter: "Kanir" or the "Purchaser")

On the other side

Recitals

WHEREAS  the Seller holds 520,500 (five hundred two thousand, five hundred)) Ordinary Shares, par value NIS 1.00 per share (hereinafter: the "Shares") of Nur Macroprinters Ltd., a company no. 52-003986-8, organized under the laws of the state of Israel (hereinafter: the "Company");

WHEREAS  the Seller wishes to sell its shares to the Purchaser; and

WHEREAS  Kanir wishes to acquire the shares, on the terms as set forth herein.

NOW THEREFORE, the parties agree as follows:

1RECITALS AND HEADINGS

1.1.   The recitals, schedules, appendices, annexes and exhibits hereto form an integral part of this Agreement.

1.2.   The paragraph headings are for the sake of convenience of reference only and shall not affect the interpretation of this Agreement.

2.PURCHASE AND SALE OF THE SHARES

The Seller hereby agrees to sell the Shares to Kanir, and Kanir hereby agrees to purchase from the Seller the Shares. The Shares are registered in an account of the Seller held at Mizrahi Tefahot Bank Ltd. and First International Bank Ltd..

3.THE CONSIDERATION

In consideration for the Shares, the Purchaser will pay to the Seller, $0.75 USD per Share, and in the aggregate $390,375 (three hundred ninety thousand, three hundred seventy five USD) (hereinafter: the "Consideration").

The Consideration will be paid as follows:

(a)       Upon signature of this Agreement, the Purchaser shall pay the Seller a total sum equal to$ 5% (five per cent) of the Consideration as an irrevocable down payment on the account of the Consideration. Should Kanir not transfer the balance of the Consideration within 30 days from the date of this Agreement, said down payment will be appropriated by the Seller, and shall be the property of the Seller.

(b)       Kanir will pay the Seller the balance of the Consideration(i.e. the Consideration, less the down payment), at the Closing Date. The Closing Date shall be on the date on which all the following shall have occurred, unless otherwise determined by the Seller:

(1)     The Purchaser notified the Seller, in writing, at least one business day prior to the Closing Date that it intends to consummate the purchase of the Shares, while specifying the Closing Date in such notice.

(2)     The Closing Date will be a business day on which the shares are usually traded on the NASDAQ Stock Exchange and the Israeli banks are open, during the business hours of the Seller.

(3)     The Purchaser paid to the Seller the entire amount of the Consideration, in accordance with Section 4 below.

(4)     The Closing Date will be within 30 days of the date hereof.

(c)      On the Closing Date, the Seller will transfer the Shares to Kanir, and Kanir will receive the Shares in an off- market securities sale.

(d)      Subject to performance of this Agreement in accordance with its terms, the parties agree to execute any customary document, as may be reasonably necessary for the finalization of the transaction, as required by any party or Mizrahi Tefahot Bank Ltd. and First International Bank Ltd. or under applicable law.

4  MANNER OF PAYMENT

The payment of the Consideration will be in US Dollars, by way of wire transfer to a bank account designated by the Seller for such purpose. Immediately upon receipt of the Consideration, the Seller shall cause the Shares to be transferred to an account designated by the Purchaser for such purpose.

5 REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller, hereby represents and warrants to the Purchaser as of the date hereof and the Closing Date, as follows:

2

3.1 Ownership of Shares. The Seller is the sole beneficial owner of the Shares, the Shares are held in accounts with Mizrahi Tefahot Bank Ltd. and First International Bank Ltd. for the sole benefit of the Seller, and the Seller has good and valid title to the Shares free and clear of all Encumbrances. “Encumbrances” shall mean mortgages, charges, pledges, security interests, liens, encumbrances, actions, claims, demands, voting trusts, voting agreements or rights of first offer or refusal arising from any agreement to which the Seller is a party or from any action taken by on or behalf of the Seller, all other than agreements, instruments or actions known to the Company.

3.2 Adequacy of Purchase Price. The Seller is aware that the Purchaser in the future may generate greater value with respect to the Shares than the Seller will receive for such Shares pursuant to this Agreement, especially since the Purchaser is a member of the controlling group of the Company and the Shares may be added to the control block. The Seller is also aware that the Purchaser may purchase Shares of the Company from other shareholders of the Company, including large shareholders, either alone or together with other purchasers, for consideration that may exceed the consideration payable pursuant to this Agreement and/or pursuant to other terms and conditions that may be more favorable to the sellers than the terms and conditions of this Agreement. The Purchaser represents that the price per Share at which the Purchaser may purchase such Shares during the 30-day period commencing on the date of this Agreement shall not exceed the price per Shares payable from the Seller, other than purchases of Shares representing a controlling interest of the sellers thereof. Subject to the preceding representation of the Purchase, the Seller waives any right to receive any consideration for selling its Shares to the Purchaser (other than the consideration specifically payable pursuant to this Agreement) and waives any possible claim against the Purchaser with respect to the fairness of the purchase price payable hereunder.

3.3 Disclaimer. Other than the representations and warranties expressly stated above, the Seller does not make and hereby disclaims any and all representations and warranties with respect to the Shares and the transactions contemplated hereby. For the avoidance of doubt, it is hereby acknowledged that the Seller makes no representations or warranties with respect to the Company.

6   REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

6.1 The Purchaser hereby represents and warrants that it is aware that the Shares will not be transferred to it until the aggregate amount of theConsideration is transferred to the Seller's bank accounts.

6.2 Since the Purchaser is a member of the controlling group of the Company and is therefore aware of the legal, financial and business status and affairs of the Company, the Purchaser has not found it necessary to conduct any “due diligence” examination of the Company. Further, the Purchaser has expressly waived the receipt of any warranties and representations from the Seller as to the Company. The Purchaser waives any right to rescind this Agreement and/or to obtain any refund or reduction in the consideration to be paid to the Seller hereunder for the Shares and waives any possible claim against the Seller with respect to the fairness of the purchase price payable hereunder, even in the event that following the Closing any additional or new facts shall come to the attention of Purchaser regarding the Company of which the Purchaser may not have been aware at time of execution of this Agreement.

3

6.3 The Purchaser hereby represents and warrants that it agrees that other than the representations and warranties set forth in Section 5 above and the covenants of the Seller set forth in this Agreement, (i) the Shares will be transferred to Purchaser AS IS, and (ii) it hereby expressly waives, absolutely and irrevocably, any demands, claims, rights, obligations, damages and liabilities of any nature whatsoever against the Seller in connection therewith or with respect to the sale hereunder and the Company and hereby releases and forever discharges the Seller from any such demands, claims, rights, obligations, damages and liabilities.

6.4 The Purchaser hereby represents and warrants that there is no legal or other restriction, encumbrance, hindrance or cause preventing it from executing this Agreement and performing the transactions contemplated hereunder, inter alia preventing it from purchasing the Shares, and that it has retained all approvals and authorizations required by law, regulation or contract required or recommended to fulfill all of its commitments and obligations hereunder, including, to purchase the Shares, and that the execution of this Agreement will not violate any law, including, without limitation, any securities laws.

7.MISCELLANEOUS

7.1  Delays or Omissions; Waiver   No failure on the part of any Person to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of any party in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy.   No omission or delay to exercise any right, power, or remedy accruing to any party hereto upon any breach or default by the other under this Agreement shall impair any such right, or remedy nor shall it be construed to be a waiver of any such breach or default, or any acquiescence therein or in any similar breach or default thereafter occurring.

7.2  Governing Law
It is agreed that the Agreement and all circumstances related hereto shall be governed by and construed in accordance with the laws of the state of Israel. Any disputes in connection with the performance of this agreement and related to the circumstances hereof, shall be resolved solely by Tel Aviv - Jaffa courts.

7.3  Communications
The parties' addresses for the matters of this agreement are as set above at the beginning of this Agreement. Any notice so addressed shall be deemed to be given: if delivered by hand or facsimile, on the date of such delivery (of if such date is not a business day, on the next business day); if mailed by courier, on the second business day following the date of such mailing; and if mailed by registered or certified mail, on the fifth business day after the date of such mailing.

4

7.4  Further Assurances   Each of the parties shall promptly execute such documents and other papers and take such further actions as may be reasonably required or desirable to carry out the provisions hereof and the transactions contemplated hereby.

7.5  Withholding Tax   The Purchaser shall be entitled to deduct and withhold from the Consideration otherwise payable pursuant to this Agreement to the Seller the amounts required to be deducted and withheld under any applicable law, provided, however, that if the Seller obtains a tax ruling and/or exemption from any applicable governmental authority in a form reasonably satisfactory to the Purchaser, deduction and withholding of any amounts under the tax laws of such governmental authority’s jurisdiction shall be made only in accordance with the provisions of such ruling and/or exemption. To the extent that amounts are so withheld by the Purchaser, such withheld amounts (i) shall be remitted by the Purchaser to the applicable governmental authority, and (ii) shall be treated for all purposes of this Agreement as having been paid to the Seller in respect of which such deduction and withholding was made by the Purchaser.

7.6  Counterparts   This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall be considered one and the same agreement.

7.7  Remedies   In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, the Purchaser and the Seller will be entitled to specific performance under this Agreement.

7.8  No Third-Party Beneficiaries   Except as otherwise set forth expressly herein, this Agreement shall not confer any rights or remedies upon any Person other than the parties hereto and their respective successors and permitted assignees.

5

IN WITNESS WHEREOF, this Agreement has been duly executed by:

Meitav Investment Management Ltd.   By: /s/ Avner Stepak Name: Avner Stepak Title: Authorized Signatory     Kanir Joint Investments (2005) Limited Partnership   By: Kanir Investments Ltd. Its General Partner   By: /s/ Ran Fridrich Name: Ran Fridrich Title: Director   By: /s/ Menahem Raphael Name: Ran Fridrich Title: Director    

Share Purchase Agreement Share Purchase Agreement

6

EX-12

SECURITIES PURCHASE AGREEMENT

SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of February 26, 2008, by and among Menachem Raphael (the “Purchaser”) and the sellers listed on Schedule I hereto (each a “Seller” and collectively, the “Sellers”).

W I T N E S S E T H:

WHEREAS, the Sellers own ordinary shares, par value NIS 1.00 per share (“Ordinary Shares”), of Nur Macroprinters Ltd., a company organized under the laws of the State of Israel (the “Company”), and warrants to purchase Ordinary Shares of the Company (the “Warrants” and together with the Ordinary Shares, the “Securities”) as set forth on Schedule I hereto; and

WHEREAS, subject to the terms and conditions set forth in this Agreement, the Purchaser desires to Purchase the Securities from the Sellers, as set forth on Schedule I hereto, and the Sellers desire to sell the Securities to the Purchaser.

NOW, THEREFORE, in consideration of the mutual representations, warranties and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Purchaser and the Sellers agree as follows:

SECTION 1.DEFINITIONS

As used in this Agreement, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

“Affiliate” of a specified Person shall mean a Person that directly or indirectly controls or is controlled by, or is under common control with, such specified Person. For this purpose, “control” shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise.

“Business Day” shall mean a day other than a Friday, Saturday, Sunday or other day on which banks in the State of Israel or the State of New York are not required or authorized to close.

“Encumbrances” shall mean mortgages, charges, pledges, security interests, liens, encumbrances, actions, claims, demands, voting trusts, voting agreements, rights of first offer or refusal and equities of any nature whatsoever and howsoever arising and any rights or privileges capable of becoming any of the foregoing.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Governmental Authority” shall mean any agency, department, court or any other administrative, legislative or regulatory authority of any U.S., Israeli or other governmental body.

“Person” shall mean an individual, partnership, joint-stock company, corporation, limited liability company, trust or unincorporated organization, and a government or agency or political subdivision thereof.

“SEC” shall mean the Securities and Exchange Commission.

“Securities Act” shall mean the Securities Act of 1933, as amended.

SECTION 2. PURCHASE AND SALE OF SECURITIES

2.1Purchase and Sale of the Securities.

(a)Subject to the terms and conditions set forth in this Agreement and in reliance upon each party’s representations set forth below, on the Closing Date, the Purchaser shall Purchase from each Seller and each Seller shall sell, transfer, convey and deliver to the Purchaser, free and clear of all Encumbrances, the Securities set forth opposite such Seller’s name on Schedule I hereto for the consideration specified in Section 2.1(b) below.

(b)The purchase price per Ordinary Share shall be $0.75 and the purchase price per Warrant is set forth on Schedule I hereto (subject, in each case, to equitable adjustment for stock splits, recombinations and similar events occurring between the date hereof and the Closing) (collectively, the “Purchase Price”). Except as otherwise indicated, all references in this Agreement to “$” or “dollars” shall be to US dollars (US$).

2.2Closing.

(a)The closing of the sale and purchase of the Securities (the “Closing”) shall take place on the date hereof, subject to the satisfaction or waiver (by the applicable party) of all the conditions set forth in Sections 6 and 7, or such other date as the parties may agree in writing (the “Closing Date”), at the offices of Hughes, Hubbard & Reed LLP, One Battery Park Plaza, New York, N.Y. 10004, or such other location as the parties shall mutually agree.

(b)At the Closing, each Seller shall deliver or shall cause to be delivered to the Purchaser copies of an Escrow Agreement in the form set forth as Exhibit A hereto among the Purchaser, the Sellers and the designated Escrow Agent (the “Escrow Agreement”) duly executed by such Seller and the Escrow Agent. Pursuant to the terms of the Escrow Agreement, each Seller shall deliver or cause to be delivered to the Escrow Agent: (A) any and all original certificates and instruments evidencing the Securities and (B) Deeds of Transfer of Shares and Deeds of Transfer of Warrants relating to the Securities executed by the applicable Seller and witnessed (the items mentioned in sub-clauses (A) and (B) shall be referred to collectively as the “Conveyance Documents”).

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(c)At the Closing, the Purchaser shall deliver or cause to be delivered to the Sellers copies of the Escrow Agreement duly executed by the Purchaser. Pursuant to the terms of the Escrow Agreement, the Purchaser shall transfer or cause to be transferred its aggregate respective Purchase Price as set forth on Schedule I to the Escrow Agent within four (4) Business Days from the date hereof, and pursuant to the terms of the Escrow Agreement, the Escrow Agent shall release the Conveyance Documents to the Purchaser upon receipt of the Purchase Price, and, subject to Section 2.2(d) below, the Escrow Agent shall thereafter distribute to each Seller its respective share of the Purchase Price as set forth in Schedule I to the account of such Seller; provided, however, that such released Purchase Price shall not, in any event, be made with respect to Securities for which Conveyance Documents have not been provided to the Escrow Agent.

(d)Notwithstanding anything to the contrary herein, $20,000 of the Purchase Price payable to Myles Wittenstein shall remain in escrow and shall be released by the Escrow Agent only upon the delivery to the Escrow Agent for the benefit of the Purchaser of stock powers executed by the Sellers with respect to all the Securities transferred pursuant to this Agreement with the signature of the respective Sellers guaranteed by an eligible guarantor institution with membership in an approved signature guarantee medallion program.

SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE SELLERS

Each Seller, for itself and for no other Seller (subject to Section 5.7 with respect to Myles Wittenstein), hereby represents and warrants to the Purchaser as of the date hereof and the Closing Date, as follows:

3.1Organization. If such Seller is an entity, such Seller is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization.

3.2Authorization; Enforcement. If such Seller is an entity, such Seller has the requisite power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder. The execution and delivery by such Seller of this Agreement and the consummation by it of the transactions contemplated hereby has been duly authorized by all necessary action on the part of such Seller and no further action is required by such Seller. This Agreement has been duly executed by such Seller and constitutes the valid and legally binding obligation of such Seller, enforceable against it in accordance with its terms.

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3.3Ownership of Securities. Such Seller (i) is the sole legal owner of the Securities set forth opposite such Seller’s name on Schedule I, (ii) has good, valid and marketable title to such Securities free and clear of all Encumbrances and (iii) is conveying such Securities to the Purchaser free and clear of all Encumbrances that it may have created or suffered to exist. Such Seller has neither previously sold, assigned, conveyed, transferred or otherwise disposed of, in whole or in part, any of the Securities or any rights thereunder, nor is such Seller party to any agreement other than this Agreement to sell, assign, convey, transfer or otherwise dispose of, in whole or in part, any of the Securities or any rights thereunder. Such Seller does not hold, and at any time during the past 12 months did not hold, directly or indirectly, shares of the Company possessing 10% or more of the voting power of the Company (without giving effect to any voting trust or voting agreement that gives voting power to another party and without giving effect to any warrants of the Company held by such Seller). Seller has no reason to believe that the Securities have not been duly and validly issued. When delivered to the Purchaser pursuant to the terms hereof, the Securities shall be fully paid and nonassessable, free and clear of all Encumbrances. Such Seller has delivered to the Purchaser true and complete copies of the Warrants being sold by such Seller pursuant to this Agreement.

3.4No Conflicts. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) conflict with or violate any (A) statute, law regulation, rule, injunction, judgment, order, decree, ruling, charge or other restriction of any Governmental Authority to which Seller is subject or (B) if such Seller is an entity, any provision of such Seller’s organizational documents (each as amended through the date hereof) or (ii) require any notice or consent under, any agreement to which such Seller is a party or by which such Seller is bound or to which the Securities are or may be bound or affected or result in the imposition of any Encumbrance upon the Securities.

3.5Governmental Consents. Such Seller is not required to give any notice to, make any filings with, or obtain any authorization of any Governmental Authority in order for the parties to execute, deliver or consummate the transactions contemplated by this Agreement.

3.6Exempt Offering. Assuming the accuracy of the representations and warranties of the Purchaser set forth in Section 4.4, the offer and sale of the Securities as contemplated hereby are, to the best knowledge of the Sellers, exempt from the registration requirements of the Securities Act. Neither such Seller nor any Person acting on its behalf has taken or is, to the knowledge of such Seller, contemplating taking any action which could subject the offering or sale of such Securities to the registration requirements of the Securities Act. Neither such Seller, nor any of its Affiliates, nor any Person acting on their behalf, has engaged, nor will they engage, in any “direct selling efforts” (within the meaning ascribed to such term in Regulation S promulgated under the Securities Act (“Regulation S”)) with respect to the sale of the Securities. The sale of the Securities by such Seller is not part of a plan or scheme to evade the registration requirements of the Securities Act.

3.7Fees. No fees or commissions will be payable by such Seller to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by this Agreement. The Purchaser shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section that may be due in connection with the transactions contemplated by this Agreement based on any arrangement made by or on behalf of such Seller.

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3.8Future Profits. Such Seller is aware that the Purchaser in the future may generate greater value with respect to its Securities than such Seller will receive for such Securities pursuant to this Agreement, especially since the Purchaser or a related entity thereof is a member of the controlling group of the Company and the Securities may be added to the control block. Such Seller is also aware that the Purchaser or a related party thereof may purchase securities of the Company from other shareholders of the Company, including large shareholders, either alone or together with other purchasers, for consideration that may exceed the consideration payable pursuant to this Agreement and/or pursuant to other terms and conditions that may be more favorable to the sellers than the terms and conditions of this Agreement. Such Seller waives any right to receive any consideration for selling its Securities to the Purchaser (other than the consideration specifically payable pursuant to this Agreement) and waives any possible claim against the Purchaser with respect to the fairness of the purchase price payable hereunder.

3.9Residency. Such Seller, and each owner of such Seller, including without limitation, any limited partner, general partner, member of an LLC, shareholder or beneficial owner of any incorporated or other legally formed entity, represents that he/it is a resident of the United States for tax purposes, is entitled to benefit as such from the provisons of the U.S.-Israel Tax Treaty and will report as and when required the transaction contemplated by this Agreement to the U.S. Internal Revenue Service in accordance with applicable law and regulations. Such Seller is not a resident of the State of Israel for tax purposes and did not spend more than an aggregate of 183 days in Israel during 2007.

SECTION 4. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser hereby represents and warrants to the Sellers, as of the date hereof and the Closing Date, as follows:

4.1Organization; Authorization; Enforcement. The execution and delivery by such Purchaser of this Agreement and the consummation by it of the transactions contemplated hereby has been duly authorized by all necessary action on the part of such Purchaser and no further action is required by such Purchaser. This Agreement has been duly executed by such Purchaser and constitutes the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms.

4.2Exempt Offering.

(a)Such Purchaser understands and agrees that the Securities have not been registered under the Securities Act and may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Such Purchaser warrants that neither it nor any of its Affiliates nor any Person acting on their behalf has offered or sold, or will offer or sell, any Securities except in an “offshore transaction” in accordance with Regulation S or otherwise pursuant to an exemption from the Securities Act.

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(b)No Persons acting on behalf of such Purchaser or any of its Affiliates has engaged or will engage in any “directed selling efforts” (as such term is defined in Regulation S) with respect to the Securities.

(c)Such Purchaser is an experienced investor and is purchasing the Securities for the purpose of investment for its own account and not with a view to distribution or resale, directly or indirectly, to United States persons, in the United States or otherwise in violation of the United States securities laws, without prejudice, however, to such Purchaser’s right at all times to sell or otherwise dispose of all or any part of the Securities in compliance with applicable securities laws. Such Purchaser is not located in the United States and is not a “U.S. person” (as defined in Regulation S).

(d)The contemplated purchase of the Securities is not part of a plan or scheme to evade the registration provisions of the Securities Act.

4.3Fees. No fees or commissions will be payable by such Purchaser to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by this Agreement. The Sellers shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section that may be due in connection with the transactions contemplated by this Agreement based on any arrangement made by or on behalf of a Purchaser.

4.4Purchaser Status. Since such Purchaser or an entity related to such Purchaser is a member of the controlling group of the Company and is therefore fully and intimately aware of the legal, financial and business status and affairs of the Company, such Purchaser has not found it necessary to conduct any “due diligence” examination of the Company. Further, such Purchaser has expressly waived the receipt of any warranties and representations from the Sellers as to the Company. Such Purchaser waives any right to rescind this Agreement and/or to obtain any refund or reduction in the consideration to be paid to the Sellers hereunder for the Securities and waives any possible claim against the Sellers with respect to the fairness of the purchase price payable hereunder, even in the event that following the Closing of the sale transaction hereunder, any additional or new facts shall come to the attention of such Purchaser regarding the Company of which such Purchaser may not have been aware at time of execution of this Agreement.

4.5No Conflicts. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) conflict with or violate any statute, law regulation, rule, injunction, judgment, order, decree, ruling, charge or other restriction of any Governmental Authority to which such Purchaser is subject or (ii) require any notice or consent under, any agreement to which such Purchaser or an Affiliate thereof is a party or by which such Purchaser is bound.

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SECTION 5. ADDITIONAL COVENANTS OF THE PARTIES

5.1Further Assurance. Each of the parties shall execute such documents and other papers and take such further actions as may be reasonably required or desirable to carry out the provisions hereof and the transactions contemplated hereby as promptly as practicable. Without derogating from the generality of the foregoing, each Seller as promptly as practicable following the Closing shall deliver to the Escrow Agent for the benefit of the Purchaser executed stock powers with respect to all the Securities transferred by it pursuant to this Agreement with the signature of such Seller guaranteed by an eligible guarantor institution with membership in an approved signature guarantee medallion program. Each such party shall use its reasonable efforts (i) to fulfill or obtain the fulfillment of the conditions to the Closing as promptly as practicable and (ii) to assist each of the other parties, to the extent practicable and reasonable under the circumstances, to do the same. Each Seller hereby appoints the Purchaser as its attorney in fact to take any action in the name and on behalf of such Seller that may be required to register the transfer of the Securities to the Purchaser in the books of the Company or its transfer agent following the Closing.

5.2Publicity and Confidentiality. The parties shall not disclose the terms of this Agreement to any third party, nor issue any press release, publicity statement or other public notice relating to this Agreement or the transactions contemplated by this Agreement without first obtaining the prior consent of the other parties to this Agreement, provided that a party shall not be precluded from making such filings or giving such notices as may be required by law or the rules of any stock market, including without limitation, with an amendment to the Purchaser’s Schedule 13D (or that of a related party).

5.3Dividends and Distributions. The Sellers will promptly pay or transfer to or to the order of the Purchaser, upon receipt by the Sellers, any dividend or distribution declared or other rights declared or distributed by the Company in respect of the Securities purchased by such Purchaser for which a record date occurs on or after the Closing Date and which are paid or distributed by the Company to the Sellers after the Closing Date. To allay any doubt that may arise by a delay in registering any securities in the name of the Purchaser following the Closing, effective from the Closing, each Seller hereby appoints the Purchaser as its proxy to vote the Ordinary Shares subject to this Agreement on any matter coming before the shareholders of the Company. The aforesaid proxy shall immediately expire in the event that this Agreement is terminated by the Sellers in accordance with Section 5.6 below. Purchaser is aware that the Company disputes the right of Sellers to vote the Securities prior to the Closing with respect to such Securities.

5.4No Deductions. No Purchaser shall withhold, decduct or set-off any withholding taxes, or other taxes, fees, levies, bank transfer fees or any any other sums whatsoever from the Purchase Price transferred to the Escrow Agent.

5.5Notice of Changes. The parties undertake to notify each other promptly upon any change affecting any of their respective representations and warranties in this Agreement or their ability to perform any of their respective obligations hereunder.

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5.6Termination. This Agreement may be terminated by the Purchaser, on the one hand, or the Sellers, on the other hand, if the Closing shall not have occurred by no later than 60 days from the date of this Agreement, or such later date as may be agreed upon in writing by the parties hereto; provided, however, that the right to terminate this Agreement under this Section 5.6 shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in the failure of the Closing to occur on or before such date. No such termination shall relieve any party from liability for any prior breach of this Agreement. Sellers shall have the right to immediately terminate this Agreement in the event that the Purchaser shall fail within 4 Business Days of the date of signature of this Agreement to transfer to the Escrow Agent the full aggregate Purchase Price payable to the Sellers pursuant to Section 2.2 in relation to the Conveyance Documents which have deposited with the Escrow Agent and which have been presented to Purchaser.

5.7Severability Among the Sellers. This Agreement is drafted as one agreement between the Purchaser and the Sellers as a group, for the sake of convenience only. However, subject to the following sentence, it is confirmed and agreed that there shall be no joint liability among the Sellers, and a failure to perform by one Seller shall not be attached to any other Seller, and that, subject to the other terms of this Agreement, the Purchaser shall not be entitled to rescind or terminate this Agreement as to those Sellers who have performed their obligations hereunder. Notwithstanding anything else to the contrary herein, Myles Wittenstein shall be jointly and severally liable with the other Sellers with respect to all of the Sellers’ obligations hereunder.

5.8 Seller Representative.

(a)Myles Wittenstein is hereby appointed as the representative of the Sellers (the “Seller Representative”) in connection with this Agreement and the consummation of the transactions contemplated hereby, and is authorized to act for the Sellers and in the Sellers’ name, place and stead, in any and all capacities to do and perform every act and thing required or permitted to be done in connection with the transactions contemplated hereby, including to: (i) deliver all notices required to be delivered by the Sellers under this Agreement, including any notice of a claim for which indemnification is sought under Section 8 and any notice of a third party claim under Section 8.3; (ii) receive all notices required to be delivered to the Sellers under this Agreement, including any notice of a claim for which indemnification is sought under Section 8 and any notice of a third party claim under Section 8.3.

(b)A decision, act, consent or instruction of the Seller Representative (an “Authorized Action”) shall constitute a decision, act, consent or instruction of all the Sellers and shall be final, binding and conclusive upon each such Seller, and the Purchaser may rely upon any Authorized Action of the Seller Representative as being the decision, act, consent or instruction of each and every Seller. The Purchaser is hereby relieved from any liability to any Seller for any acts done by it in accordance with such Authorized Action.

5.9Fees of the Escrow Agent. The Sellers will be solely responsible for the fees and costs of the Escrow Agent incurred in connection with this Agreement and pursuant to the terms and conditions of the Escrow Agreement.

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SECTION 6. THE PURCHASER’S CLOSING CONDITIONS

The obligation of the Purchaser to purchase the Securities on the Closing Date, as provided in Section 2 hereof, shall be subject, in the absence of a written waiver by such Purchaser, to the performance by each Seller of its agreements theretofore to be performed hereunder and to the satisfaction, prior thereto or concurrently therewith, of the following further conditions:

6.1Representations and Warranties. The representations and warranties of each Seller contained in this Agreement shall be true and correct in all respects on and as of the Closing Date as though such warranties and representations were made at and as of such date.

6.2Compliance with Agreement. Each Seller shall have performed and complied in all respects with all agreements, covenants and conditions contained in this Agreement which are required to be performed or complied with by it prior to or on the Closing Date.

6.3Injunction. There shall be no effective injunction, writ, preliminary restraining order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as herein provided.

6.4Closing Documents. The Sellers shall have delivered to the Purchaser all instruments and documents required to be delivered by them pursuant to Section 2.2(b) and all such instruments and documents shall be in form and substance reasonably satisfactory to the Purchaser.

SECTION 7.THE SELLERS’ CLOSING CONDITIONS

The obligation of the Sellers to sell the Securities on the Closing Date, as provided in Section 2 hereof, shall be subject, in the absence of a written waiver by the Sellers, to the performance by the Purchaser of its agreements theretofore to be performed hereunder and to the satisfaction, prior thereto or concurrently therewith, of the following further conditions:

7.1Representations and Warranties. The representations and warranties of the Purchaser contained in this Agreement shall be true on and as of the Closing Date in all respects as though such warranties and representations were made at and as of such date.

7.2Compliance with Agreement. The Purchaser shall have performed and complied in all respects with all agreements, covenants and conditions contained in this Agreement which are required to be performed or complied with by it prior to or on the Closing Date.

7.3Injunction. There shall be no effective injunction, writ, preliminary restraining order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as herein provided.

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SECTION 8.INDEMNIFICATION

8.1Indemnification by the Sellers. The Sellers shall, subject to Section 5.7, severally, indemnify, defend and hold harmless the Purchaser, its affiliates and their respective directors, officers, employees or representatives, from and against any and all claims, costs, expenses, damages, liabilities or losses (including, without limitation, from and against any judgment, settlement, reasonable attorneys’ fees and other reasonable out-of-pocket costs or expenses incurred in connection with the defense of any action or threatened action or proceeding) (collectively, “Claims”) to the extent relating to or arising out of any breach of any representation, warranty, covenant or agreement of the Sellers contained in this Agreement.

8.2Indemnification by the Purchasers. The Purchaser agrees to indemnify, defend and hold harmless the Sellers from and against any and all Claims to the extent relating to or arising out of any breach of any representation, warranty, covenant or agreement of such Purchaser contained in this Agreement.

8.3Third Party Claims Relating to Representations and Warranties. Promptly after the receipt by any of the Sellers or the Purchaser of notice of any claim, action, suit or proceeding by any person or entity who is not a party to this Agreement (collectively, an “Action”) relating to an representation or warranty given by a party under this Agreement and which is subject to indemnification hereunder, such party (the “Indemnified Party”) shall give written notice of such Action to the party from whom indemnification is claimed (the “Indemnifying Party”). The Indemnified Party’s failure to so notify the Indemnifying Party of any such matter shall not release the Indemnifying Party, in whole or in part, from its obligations to indemnify under this Section 8, except to the extent the Indemnified Party’s failure to so notify actually and materially prejudices the Indemnifying Party’s ability to defend against such Action. Unless otherwise agreed by the parties, the Indemnified Party shall be entitled, at the sole expense and liability of the Indemnifying Party, to exercise full control of the defense, compromise or settlement of any such Action unless the Indemnifying Party, within a reasonable time after the giving of such notice by the Indemnified Party, shall: (i) admit in writing to the Indemnified Party, the Indemnifying Party’s liability to the Indemnified Party for such Action under the terms of this Section 8; (ii) notify the Indemnified Party in writing of the Indemnifying Party’s intention to assume the defense thereof; and (iii) retain legal counsel reasonably satisfactory to the Indemnified Party to conduct the defense of such Action. The Indemnified Party and the Indemnifying Party shall cooperate with the party assuming the defense, compromise or settlement of any such Action in accordance herewith in any manner that such party reasonably may request. If the Indemnifying Party so assumes the defense of any such Action, the Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of the Indemnified Party unless (A) the Indemnifying Party has agreed to pay such fees and expenses, (B) any relief other than the payment of money damages is sought against the Indemnified Party or (C) the Indemnified Party shall have been advised by its counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party, and in any such case the reasonable fees and expenses of such separate counsel shall be borne by the Indemnifying Party. No Indemnified Party shall settle or compromise or consent to entry of any judgment with respect to any such Action for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party. No Indemnifying Party shall, without the written consent of the Indemnified Party, settle or compromise or consent to entry of any judgment with respect to any such Action in which any relief is sought against any Indemnified Party unless such settlement, compromise or consent includes as an unconditional term thereof the giving by the claimant, petitioner or plaintiff, as applicable, to such Indemnified Party of a release from all liability with respect to such Action. It is hereby clarfied and agreed that the Indemnifying Party’s admission referred to in clause (i) above of its liability to the Indemnified Party for an Action filed on the grounds set forth in this Section 8.3 shall not be deemed as an admission that any liablity exists by the Indemnifying Party toward any party other than toward the Indenminfied Party.

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8.4Survival of Representations and Warranties. The representations and warranties of the Sellers and the Purchaser contained in Sections 3 and 4, respectively, shall survive the Closing.

8.5Other Third Party Claims. Promptly after the receipt by any of the Sellers or the Purchaser of notice of any Action not relating to a representation or warranty given by a party under this Agreement, which is subject to indemnification hereunder, such party shall give written notice of such Action to the Indemnified Party. The Indemnified Party’s failure to so notify the Indemnifying Party of any such matter shall not release the Indemnifying Party, in whole or in part, from its obligations to indemnify under this Section 8 except to the extent the Indemnified Party’s failure to so notify actually and materially prejudices the Indemnifying Party’s ability to defend against such Action. Unless otherwise agreed by the parties, the Indemnifying Party shall be entitled, at the sole expense and liability of the Indemnifying Party, to exercise full control of the defense, compromise or settlement of any such Action, provided that the Indemnifying Party shall (i) notify the Indemnified Party in writing of the Indemnifying Party’s intention to assume the defense thereof; and (ii) retain legal counsel reasonably satisfactory to the Indemnified Party to conduct the defense of such Action. The Indemnified Party and the Indemnifying Party shall cooperate with the party assuming the defense, compromise or settlement of any such Action in accordance herewith in any manner that such party reasonably may request. If the Indemnifying Party so assumes the defense of any such Action, the Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of the Indemnified Party unless (A) the Indemnifying Party has agreed to pay such fees and expenses, (B) any relief other than the payment of money damages is sought against the Indemnified Party or (C) the Indemnified Party shall have been advised by its counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party, and in any such case the reasonable fees and expenses of such separate counsel shall be borne by the Indemnifying Party. No Indemnified Party shall settle or compromise or consent to entry of any judgment with respect to any such Action for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party. No Indemnifying Party shall, without the written consent of the Indemnified Party, settle or compromise or consent to entry of any judgment with respect to any such Action in which any relief is sought against any Indemnified Party unless such settlement, compromise or consent includes as an unconditional term thereof the giving by the claimant, petitioner or plaintiff, as applicable, to such Indemnified Party of a release from all liability with respect to such Action.

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SECTION 9.MISCELLANEOUS

9.1Governing Law.

(a)With respect to claims brought against the Purchaser (or its respective affiliates, directors, officers, shareholders, employees or agents), (i) all questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced solely in accordance with the internal laws of the State of Israel, without regard to the principles of conflicts of law thereof and (ii) each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement shall be commenced in the competent courts located in Tel-Aviv, Israel.

(b)With respect to claims brought against any Seller (or its respective affiliates, directors, officers, shareholders, employees or agents), (i) all questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced solely in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof and (ii) each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement shall be commenced in any competent Federal or State court located in New York, NY.

(c)Each party hereto hereby irrevocably submits to the exclusive jurisdiction of either the New York, NY or Tel-Aviv courts (as applicable, in accordance with clauses (a) and (b) above) for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of this Agreement), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper.

9.2Paragraph and Section Headings. The headings of the sections and subsections of this Agreement are inserted for convenience only and shall not be deemed to constitute a part thereof.

9.3Notices

(a)All communications under this Agreement shall be in writing and shall be delivered by hand or facsimile or mailed by a U.S.- based overnight courier or by registered mail or certified mail, postage prepaid:

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if to the Purchaser:

Menahem Raphael

c/o Goldfarb, Levy, Eran, Meiri & Co.

2 Weizmann Street

Tel-Aviv 64239, Israel

Facsimile: +972-3-521-2212

Attention: Adam M. Klein, Adv.

each notice to the Purchaser, with a copy to (which shall not constitute notice):

Goldfarb, Levy, Eran, Meiri & Co.

2 Weizmann Street

Tel-Aviv 64239, Israel

Facsimile: +972-3-521-2212

Attention: Adam M. Klein, Adv.

if to the Sellers: to the addresses set forth in Schedule II.

each notice to the Sellers, with a copy to (which shall not constitute notice):

Meir Fuchs, Adv.

16 Haim Hazaz Street

Tel Aviv, 69407, Israel

Facsimile: +972-3-6999207

(b)Any notice so addressed shall be deemed to be given: if delivered by hand or facsimile, on the date of such delivery (of if such date is not a Business Day, on the next Business Day); if mailed by courier, on the second Business Day following the date of such mailing; and if mailed by registered or certified mail, on the fifth Business Day after the date of such mailing.

9.4Expenses. The parties acknowledge that, unless otherwise provided herein, all costs and expenses (including legal fees and expenses) incurred in connection with this Agreement and the transactions contemplated hereby are the sole responsibility of each respective party and the parties will pay their respective costs and expenses.

9.5Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties. No party shall be entitled to assign this Agreement without the consent of the other parties.

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9.6Entire Agreement; Amendment and Waiver. This Agreement constitutes the entire understandings of the parties hereto and supersedes all prior agreements or understandings with respect to the subject matter hereof among such parties. This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of the Sellers and the Purchaser. Notwithstanding the foregoing, subject to the applicable securities law, the Purchaser shall be entitled to assign this Agreement to any Affiliates of the Purchaser without such consent, provided that at the time of such assignment, (i) each Seller is given written notice by the Purchaser at the time of such assignment stating the name and address of such assignee, and the number of Securities with respect to which such assignment is being made, and that any such assignee shall receive such assigned rights subject to all the terms and conditions of this Agreement, including without limitation, the provisions of this Section 9.6 and (ii) each assignee shall furnish the Sellers and with the assignee's written agreement to be bound by this Agreement and confirming the accuracy of the representations and warranties set forth in Section 3 with respect to such assignee. Notwithstanding any such assignment, the Purchaser shall continue to be responsible for the timely and full payment of the Purchase Price to the applicable Seller.

9.7Severability. In the event that any part or parts of this Agreement shall be held illegal or unenforceable by any court or administrative body of competent jurisdiction, such determination shall not effect the remaining provisions of this Agreement which shall remain in full force and effect.

9.8Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall be considered one and the same agreement.

9.9Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, the Purchaser and the Sellers will be entitled to specific performance under this Agreement.

9.10No Third-Party Beneficiaries. Except as otherwise set forth herein, this Agreement shall not confer any rights or remedies upon any Person other than the parties hereto and their respective successors and permitted assignees.

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IN WITNESS WHEREOF the parties have signed this Securities Purchase Agreement as of the date first hereinabove set forth.

THE PURCHASER:

/s/ Menahem Raphael

Menahem Raphael

THE SELLERS:

/s/ Myles Wittenstein

Myles Wittenstein

/s/ Mark Wittenstein

Mark Wittenstein

/s/ Amy Wittenstein

Amy Wittenstein

/s/ Todd Wittenstein

Todd Wittenstein

/s/ Barbara Stoller

Barbara Stoller

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Schedule I

The Sellers

Seller Name	Number of Shares	Number of Warrants (Exercise Price)	Purchase Price Per Warrant	Aggregate Purchase Price for Shares and Warrants
Myles Wittenstein	605,349	288,462 ($0.52)	$0.23	520,358
Mark Wittenstein	40,645	14,423 ($0.52)	$0.23	33,801
Todd Wittenstein	483,871	86,538 ($0.52)	$0.23	382,807
Barbara Stoller		14,423 ($0.52)	$0.23	3,317
Total	1,129,865	403,846		940,283

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Schedule II

Addresses of the Sellers

Seller Name	Seller Address
Myles Wittenstein	50 Park Avenue, #10A, New York, NY 10028
Mark Wittenstein	Same
Mark and Amy Wittenstein	Same
Todd Wittenstein	Same
Barbara Stoller	Same

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EX-13

Exhibit 13

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it or him contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent it knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.

Dated: February 27, 2008

KANIR JOINT INVESTMENTS (2005) LIMITED PARTNERSHIP

By: KANIR INVESTMENTS LTD., its General Partner

By:	/s/ Menahem Raphael
Name: Menahem Raphael
Title: Director
By:	/s/ Ran Fridrich
Name: Ran Fridrich
Title: Director
KANIR INVESTMENTS LTD.
By:	/s/ Menahem Raphael
Name: Menahem Raphael
Title: Director
By:	/s/ Ran Fridrich
Name: Ran Fridrich
Title: Director
/s/ Menahem Raphael
Menahem Raphael
/s/ Ran Fridrich
Ran Fridrich