0001178913-07-001437 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 16th, 2007 • Elbit Vision Systems LTD • Industrial instruments for measurement, display, and control

THIS REGISTRATION RIGHTS AGREEMENT (this “AGREEMENT”), dated as of April 30, 2007, is made by and among Elbit Vision Systems Ltd., a company organized under the laws of Israel, with headquarters located at 1 Hayasur Street, Hasharon Industrial Park, Kadima, P.O.B. 5030, Israel (the “COMPANY”), and the investors listed on the Schedule of Buyers attached hereto (each, a “BUYER” and collectively, the “BUYERS”).

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STOCK AND LOAN PURCHASE AGREEMENT
Stock and Loan Purchase Agreement • July 16th, 2007 • Elbit Vision Systems LTD • Industrial instruments for measurement, display, and control

This Stock and Loan Purchase Agreement (“Agreement”) is made and entered into on this 1st day of December, 2006 by and between UB Precision Co., Ltd., a Korean corporation (“Purchaser”), at 425 Jung-dong, Giheung-gu, Yongin-si, Gyeongggi-do, Korea and Elbit Vision Systems Ltd., an Israeli corporation (“Seller”), at New Industrial Park Bldg 7, P.O. Box 140, Yokneam, Israel.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 16th, 2007 • Elbit Vision Systems LTD • Industrial instruments for measurement, display, and control

THIS SECURITIES PURCHASE AGREEMENT (the “AGREEMENT”), dated as of April 30, 2007, is made by and among Elbit Vision Systems Ltd., a company organized under the laws of Israel, with headquarters located at 1 Hayasur Street, Hasharon Industrial Park, Kadima, P.O.B. 5030, Israel (the “COMPANY”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “BUYER” and collectively, the “BUYERS”).

CONSULTING AGREEMENT
Consulting Agreement • July 16th, 2007 • Elbit Vision Systems LTD • Industrial instruments for measurement, display, and control

THIS CONSULTING AGREEMENT (this “Agreement”) made effective as of the first day of May 2006, by and between Elbit Vision Systems Ltd., company number 52-0042854, a company organized under the laws of the State of Israel (the “Company”) and MA&AT, a company organized under the laws of the State of Austria (the “Consulting Company”), which shall provide the Services (as defined below) solely through its designated representative (the Consulting Company and its designated representative set forth in Section 9.8 below shall be collectively referred to herein as the “Consultant”).

EMPLOYEE RETENTION AGREEMENT
Employee Retention Agreement • July 16th, 2007 • Elbit Vision Systems LTD • Industrial instruments for measurement, display, and control

This Employee Retention Agreement (“Agreement”) is entered into between UB Precision Co., Ltd. (“Purchaser”) and Elbit Vision System Ltd. (“Seller”), which hereinafter together will be referred to as “Parties” and individually as “Party,” as an attachment to the Stock and Loan Purchase Agreement (“Stock and Loan Purchase Agreement”) between Purchaser and Seller dated December 1, 2006 (“Effective Date”). Parties agree that capitalized terms used but not otherwise defined herein shall have the meaning set forth in Stock and Loan Purchase Agreement.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 16th, 2007 • Elbit Vision Systems LTD • Industrial instruments for measurement, display, and control

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") made as of January 1, 2007, by and among Elbit Vision Systems Ltd. (the "Company") and Elbit Ltd. ("Elbit").

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