0001178913-05-000967 Sample Contracts

AMENDMENT TO SHARE PURCHASE AGREEMENT
Share Purchase Agreement • July 14th, 2005 • Elbit Vision Systems LTD • Industrial instruments for measurement, display, and control

THIS AMENDMENT TO SHARE PURCHASE AGREEMENT (the “Amendment”), is entered into and made effective as of September 1, 2004 by and between Elbit Vision Systems Ltd., an Israeli company (the “Parent”); M.S. Master Investments (2002) Ltd., S.R. Master Investments (2002) Ltd. and R.D. Master Investments (2002) Ltd. (each a “Seller” and together the “Sellers”); Menashe Shochat, Silviu Rabinovich and Robert Dalfen (each a “Founder” and together the “Founders”); ScanMaster Systems (IRT) Ltd., a company registered in the State of Israel (the “Israeli Target Company”), IRT ScanMaster Systems, Inc., a New Hampshire corporation (the “US Target Company”) (Israeli Target Company and US Target Company shall together be referred to herein as the “Target Companies”) and Avner Shacham (“Avner”).

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AGREEMENT
Pledge and Escrow Agreement • July 14th, 2005 • Elbit Vision Systems LTD • Industrial instruments for measurement, display, and control • New Jersey

THIS AGREEMENT (the “Agreement”) is made and entered into as of May __, 2005 (the “Effective Date”) by and between Cornell Capital Partners, LP (“Cornell”), Elbit Vision Systems, Ltd. (“EVS”) and David Gonzalez, Esq, as escrow agent (“Escrow Agent”).

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