F-1










Exhibit 4.12  



Amendment to Registration Rights Agreement of January 1, 2007 between Elbit Vision

Systems Ltd. ("EVS") and Elbit Ltd. ("Elbit") (collectively the "Parties") 




Whereas Elbit, and EVS entered into a
Registration Rights Agreement dated January 1, 2007 (the “Agreement”); 



Whereas the parties mutually wish to
amend the terms of the Agreement upon the terms more particularly set forth in this
document (“Amendment”); 



Whereas EVS and a group of Buyers
lead by Tamir Fishman Provident And Education Funds Ltd. (collectively the
“Buyers”) entered into a Securities Purchase Agreement dated April 30,
2007 (“SPA”) 



Now
therefore the parties have agreed as follows:  



	 	1.	The
terms defined in this Amendment will have the same meaning in the Agreement,
          unless expressly stated otherwise. 






	 	2.	This
Amendment will be considered to have entered into force on and as of April           30,
2007. 






	 	3.	Section
1(a) of the Agreement is hereby amended by its entire deletion and           replacement
with the following: 






	 	“(a)       

                     The Company shall file with the United States Securities and
Exchange                     Commission (the “SEC”) a registration
statement on Form F-1 or                     Form F-3 under the 1933 Act, as determined
in the sole discretion of the                     Company, with respect to (i) the
registration of the Shares together with (ii)                     the registration for
resale of up to 9,600,000 ordinary shares sold to the                     Buyers pursuant
to the SPA (the “Purchased Shares”) (the “Registration Statement”);
provided, that in the event the                     Company files a registration
statement for its benefit and/or for the benefit of                     selling
shareholders, other than a registration of securities in a Rule 145
                    transaction or with respect to an employee benefit plan, prior to the
date on                     which the Registration Statement is filed (the “Company
Registration Statement”), then (i) the Company shall notify Elbit a
                    reasonable time in advance of the planned filing date, and (ii) Elbit
shall be                     permitted to include some or all of the Shares in such
registration statement,                     provided that Elbit notifies the Company in
writing in a timely fashion, of its                     desire, and number of Shares, to
be included in such registration statement. The                     Company shall provide
Elbit a reasonable time to review and comment on the                     Registration
Statement (and any amendments or supplements) before it is filed.
                    Notwithstanding the aforementioned, in the event that the SEC
requires a                     reduction in the number of shares registered in the
Registration Statement, all                     of the Shares of Elbit shall be excluded
from the Registration Statement prior                     to the exclusion of any of the
Purchased Shares (as defined in the SPA) but                     after exclusion of any
other securities of the Company. Any Shares not                     registered in the
Registration Statement shall be registered in a registration
                    statement to be filed on the earliest practicable date following the
effective                     registration for resale of all of the Purchased Shares (as
defined in the SPA)                     sold pursuant to the SPA (the “Second
Registration Statement”),                     unless otherwise required by the
SEC. In the event that the SEC requires a                     reduction in the number of
shares registered in the Second Registration                     Statement, all of the
Shares of Elbit not registered in the Registration                     Statement shall be
registered in the Second Registration Statement prior to any                     other
securities of the Company other than the remainder, if any, of any
                    Purchased Shares not registered in the Registration Statement.” 


















	 	4.	A
Section 1(j) shall be added to the Agreement immediately following the
          provision at Section 1(i) as follows: 






	 	
If
(i) the Registration Statement or Second Registration Statement (if applicable) covering
the Shares required to be filed by the Company pursuant to this Agreement is (A) not
filed with the SEC by July 31, 2007 (with respect to the Registration Statement or (with
respect to the Second Registration Statement) within one week following the sixth month
anniversary of the date of effectiveness of the registration statement covering the
Purchased Shares issued pursuant to the SPA (a “Filing Failure”) or (B)
the Company has not filed a response, to any questions, comments, demands, or any other
requests of the SEC with the SEC (the “Response”) within thirty (30)
days of receipt of the same (an “Efforts Failure”) or (ii) on any day
after such Registration Statement or Second Registration Statement (if applicable) has
been declared effective by the SEC, sales of all the Shares required to be included on
such Registration Statement or Second Registration Statement (if applicable) cannot be
made (other than during an Allowable Grace Period (as defined below) pursuant to such
Registration Statement or Second Registration Statement (if applicable) (including,
without limitation, because of a failure to keep such Registration Statement effective,
to disclose such information as is necessary for sales to be made pursuant to such
Registration Statement or Second Registration Statement (if applicable) or to register
sufficient ordinary shares) (a “Maintenance Failure”), then, as relief
for the damages to Elbit by reason of any such delay in or reduction of its ability to
sell the underlying ordinary shares (which remedy shall be exclusive of any other
remedies available at law or in equity, subject to the exception for non-exclusive
remedies below in this paragraph), the Company shall pay Elbit relating to such
Registration Statement or Second Registration Statement (if applicable): on the earlier
of the last day of each 30 day period after a Filing Failure, an Efforts Failure or the
initial day of a Maintenance Failure, as the case may be, until such Filing Failure,
Efforts Failure or Maintenance Failure is cured, or on the third business day (in Israel)
after any such Filing Failure, Efforts Failure or Maintenance Failure is cured, an amount
in cash equal to 1% of the product of the number of Shares required to be covered by the
Registration Statement or Second Registration Statement (if applicable) multiplied by
$0.315 (or a prorated daily amount for a period of less than a month). In the event the
Company fails to make any payments pursuant to this Section 1(j) in a timely manner, such
payments shall bear interest at the rate of 1.0% per month, or such lower maximum amount
as is permitted by law, (prorated for partial months) until paid in full. Notwithstanding
the foregoing, if a Filing Failure, an Efforts Failure, or a Maintenance Failure, results
from the Company not exerting its best efforts to avoid any such failure, then the remedy
set forth above shall be non-exclusive of any other remedies available at law or in
equity. Notwithstanding anything herein to the contrary, the provisions of this 1(j),
shall not apply in the event that delays in registration of the Registrable Securities
are the result of an SEC requirement to reduce the number of Registrable Securities which
can be covered by the Registration Statement or Second Registration Statement (if
applicable). Furthermore, notwithstanding anything to the contrary herein, at any time
after the Registration Statement or Second Registration Statement (if applicable) has
been declared effective by the SEC, the Company may delay the disclosure of material
non-public information concerning the Company the disclosure of which at the time is not,
in the good faith opinion of the Board of Directors of the Company and its counsel, in
the best interest of the Company and, in the opinion of counsel to the Company, otherwise
required (a “Grace Period”); provided, that the Company shall promptly
(i) notify the Elbit in writing of the existence of a Grace Period in conformity with the
provisions of this Section 1(j) (provided that in each notice the Company will not
disclose the content of such material non-public information to Elbit) and the date on
which the Grace Period will begin, and (ii) notify Elbit in writing of the date on which
the Grace Period ends; and, provided further, that no Grace Period shall exceed ten (10)
consecutive days and during any three hundred sixty five (365) day period such Grace
Periods shall not exceed an aggregate of thirty (30) days and the first day of any Grace
Period must be at least two (2) trading days after the last day of any prior Grace Period
(each, an “Allowable Grace Period”). For purposes of determining the
length of a Grace Period above, the Grace Period shall begin on and include the date
Elbit receives the notice referred to in clause (i) and shall end on and include the
later of the date Elbit receives the notice referred to in clause (ii) and the date
referred to in such notice. The provisions of Section 1(j) hereof shall not be applicable
during the period of any Allowable Grace Period.  






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	 	5. 	A
Section 4.9 shall be added to the Agreement as follows: 






	 	“4.9       

Any reference to the term “Registration Statement” in this Agreement shall be
deemed to include where applicable, the “Second Registration Statement”.  






	 	6.	Except
as set forth herein, the provisions of the Agreement shall remain           unchanged and
in full force and effect. 






	 	7.	This
amendment shall be governed and construed according to the laws of the           State of
Israel. Any dispute arising under or in relation to this Agreement           shall be
resolved in the competent court for Tel Aviv-Jaffa district, and each           of the
parties hereby submits irrevocably to the jurisdiction of such court. 






IN WITNESS WHEREOF the parties have
signed this Registration Rights Agreement Amendment as of the date set forth below. 






	 	 ELBIT LTD.



By: _________________

Name: _______________


 Title: ________________

Date: ________________	ELBIT VISION SYSTEMS LTD.



By: _________________

Name: _______________


 Title: ________________

Date: ________________










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