EXHIBIT 7(G)
APPENDIX TO AGREEMENT
WHEREAS, under a certain Agreement (the "Agreement") between Elbit Vision
Systems Ltd. (the "Company") and Mivtach-Shamir Holdings Ltd. ("Mivtach") dated
January 2, 2006, the Company is to receive a loan from Mivtach and the Company
is to issue to Mivtach a Convertible Note and a Warrant;
WHEREAS, Mivtach wishes for all shares to be issued pursuant to the
Agreement be issued to M.S.N.D. Real Estate Holdings Ltd. (the "Subsidiary");
and
WHEREAS, the Agreement and some of its schedules and exhibits do not
currently contemplate the issuance of shares to the Subsidiary in place of
Mivtach.
NOW THEREFORE:
1. Capitalized terms used but not otherwise defined herein shall have
the meaning set forth in the Agreement.
2. All references to Mivtach in the Agreement, its schedules and
exhibits, including without limitation, the Registration Rights Agreement (the
"Transaction Documents"), that relate to Mivtach as a holder of the Company's
shares, shall mean Mivtach or the Subsidiary, as applicable.
3. Mivtach hereby warrants and represents to the Company that it owns,
beneficially and of record, all of the issued and share capital of the
Subsidiary and all the rights thereto.
4. Mivtach hereby assigns and conveys its rights and obligations under
each of the Warrant and the Convertible Note to the Subsidiary.
__________________________________ ____________________________________
MIVTACH-SHAMIR HOLDINGS LTD. ELBIT VISION SYSTEMS LTD.
Name: Xxxx Xxxxxxx / Xxxxx Xxxxxx Name: Xxxxxxx Xxxxxx / Yaky Yanay
Title: Chairman / COO and Title: CEO / CFO
Corporate Secretary
Date: February 21, 2006 Date: February 21, 2006
__________________________________
M.S.N.D. REAL ESTATE HOLDINGS LTD.
Name: Xxxx Xxxxxxx / Xxxxx Xxxxxx
Title: Chairman / COO and
Corporate Secretary
Date: February 21, 2006
