F-1









Exhibit 4.16  




REGISTRATION RIGHTS
AGREEMENT 



        THIS REGISTRATION RIGHTS AGREEMENT
(this “AGREEMENT”), dated as of July 31, 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 Shavit Capital Fund GP L.P. an exempted limited
partnership established under the laws of the Cayman Islands of Jerusalem Technology Park,
Building 98, P.O. Box 82 3rd Floor, Malcha, Jerusalem 96951, Israel (the
“BUYER”). 



WHEREAS: 



        A.
          In connection with the Securities Purchase Agreement by and among the parties
          hereto of even date herewith (the “SECURITIES PURCHASE
          AGREEMENT”), the Company has agreed, upon the terms and subject to the
          conditions of the Securities Purchase Agreement, to issue and sell on the date
          hereof to the Buyers three million one hundred and seventy four thousand six
          hundred and three (3,174,603) Ordinary Shares (the “PURCHASED
          SHARES”); (ii) warrants, substantially in the form attached hereto as
EXHIBIT A (the ”WARRANTS”), to acquire up
          to one million five hundred and eighty-seven thousand three hundred and two
          (1,587,302) Ordinary Shares (as exercised, collectively, the “WARRANT
          SHARES”);  




        B.
          To induce the Buyers to execute and deliver the Securities Purchase Agreement,
          the Company has agreed to provide certain registration rights under the
          Securities Act of 1933, as amended, and the rules and regulations thereunder,
or           any similar successor statute (collectively, the “1933 ACT”), and
          applicable state securities laws.  




        NOW,
THEREFORE, in consideration of the premises and the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and each of the Buyers hereby agree as follows: 



         1.       
          DEFINITIONS. 



        As
used in this Agreement, the following terms shall have the following meanings: 



        a.
          “BUSINESS DAY” means any day other than Saturday, Sunday or any other
          day on which commercial banks in The City of New York are authorized or
required           by law to remain closed.  




        b.
          “INVESTOR” means the Buyer, any transferee or assignee thereof to
whom           the Buyer assigns its rights under this Agreement and who agrees in
writing to           become bound by the provisions of this Agreement and any transferee
or assignee           thereof to whom a transferee or assignee assigns its rights under
this Agreement           and who agrees in writing to become bound by the provisions of
this Agreement.  




        c.
          “ORDINARY SHARES” means ordinary shares of the Company par value per
          sharee NIS 1.0.  















        d.
          “PERSON” means an individual, a limited liability company, a
          partnership, a joint venture, a corporation, a trust, an unincorporated
          organization and governmental or any department or agency thereof.  




        e.
          “REGISTER,” “REGISTERED,” and “REGISTRATION” refer
          to a registration effected by preparing and filing one or more Registration
          Statements (as defined below) in compliance with the 1933 Act and pursuant to
          Rule 415 under the 1933 Act or any successor rule providing for offering
          securities on a continuous or delayed basis (“RULE 415”), and the
          declaration or ordering of effectiveness of such Registration Statement(s) by
          the United States Securities and Exchange Commission (the           “SEC”).  




        f.
          “REGISTRABLE SECURITIES” means (i) the Purchased Shares, (ii) the
          Warrant Shares issued or issuable upon exercise of the Warrants and (iii) any
          shares issued or issuable with respect to the Purchased Shares, the Warrant
          Shares or the Warrants as a result of any share split, share dividend,
          recapitalization, exchange or similar event or otherwise, without regard to any
          limitations on exercise of the Warrants.  




        g.
          “REGISTRATION STATEMENT” means a registration statement or
          registration statements of the Company filed under the 1933 Act covering the
          Registrable Securities.  




        Capitalized
terms used herein and not otherwise defined herein shall have the respective meanings set
forth in the Securities Purchase Agreement. 



         2.       
          REGISTRATION. 



        a.
          MANDATORY REGISTRATION. The Company
shall use its best efforts to prepare and file with the SEC, by July 31, 2007 (the
“FILING DEADLINE”), a Registration Statement on Form F-1, covering the
resale of the Registrable Securities. In the event that Form F-1 is unavailable for such a
registration, the Company shall use such other form as is available for such a
registration. The Registration Statement prepared pursuant hereto shall register for
resale the Registrable Securities. The Company shall use its best efforts to have the
Registration Statement declared effective by the SEC as soon as practicable. The Company
shall use its best efforts to respond, file, amend the Registration Statement, and satisfy
(“RESPONSE”), as soon as practicable, any questions, comments, demands,
or any other requests of the SEC, but in no event later than 30 days after the receipt of
the same (or such other period agreed in writing by the Company and the holders of the
majority of the Registrable Securities (the “EFFORTS DEADLINE”).  




        b.
          ALLOCATION OF REGISTRABLE SECURITIES. In the event that the SEC requires that
in           order for the Registration Statement to be declared effective, the number of
          Registrable Securities included in the Registration Statement be reduced, then
          first the Warrant Shares issued to the Buyer shall not be included in the
          Registration Statement, and then in the event that the number of securities
          included in the Registration Statement needs to be further reduced, the
          Registrable Securities of the Buyer shall be excluded prior to any of the other
          securities included in the Registration Rights Agreement.  




        c.
          ADDITIONAL REGISTRATION STATEMENT. In the event that the Company is unable to
          register all of the Registrable Securities in the Registration Statement
          described in Section 2b, the Company shall file a new Registration Statement
(on           the short form available therefor, if applicable), so as to cover the
remaining           Registrable Securities as soon as practicable after the remaining
Registrable           Securities may be covered by a new Registration Statement, taking
into account           the rights of the Company’s existing security holders to the
registration           of securities of the Company described in Schedule 1          hereto,
prior to the registration of the Registrable Securities.  





2









        d.
          EFFECT OF FAILURE TO FILE AND OBTAIN AND MAINTAIN EFFECTIVENESS OF REGISTRATION
          STATEMENT. If (i) a Registration Statement covering the Registrable Securities
          required to be covered thereby and required to be filed by the Company pursuant
          to this Agreement is (A) not filed with the SEC on or before the Filing
Deadline           (a “FILING FAILURE”) or (B) the Company has not filed
a           Response with the SEC on or before an Efforts Deadline (an “EFFORTS
          FAILURE”) or (ii) on any day after such Registration Statement has
been           declared effective by the SEC, sales of all the Registrable Securities
required           to be included on such Registration Statement cannot be made (other
than during           an Allowable Grace Period (as defined in Section 3(q)) pursuant to
such           Registration Statement (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 to           register sufficient ordinary shares) (a “MAINTENANCE
FAILURE”),           then, as relief for the damages to any holder 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), the           Company shall pay to each Investor relating to such
Registration Statement: on           the earlier of the last day of each 30 day period
after a Filing Failure, an           Efforts Failure and the initial day of a Maintenance
Failure, as the case may           be, or on the third Business Day after any such Filing
Failure, Efforts Failure           or Maintenance Failure is cured, an amount in cash
equal to the product of (i)           the Aggregate Purchase Price (as such term is
defined in Securities Purchase           Agreement) paid by such Investor multiplied by
(ii) 0.01 per month (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 2(f) 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 Section           3d., 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 a Registration Statement.  




        e.
          NO EARLIER REGISTRATION. The Company undertakes to the Buyers that it shall not
          register for resale any ordinary shares or any other securities of the Company
          purchased by any third parties, prior to the effective registration of all of
          the Registrable Securities.  




        f.
          LEGAL COUNSEL. Subject to Section 5 hereof, the Buyers holding at least a
          majority of the Registrable Securities shall have the right to select one legal
          counsel to review and oversee any registration pursuant to this Section 2
          (“LEGAL COUNSEL”), the fees of whom will be paid by the
          Company, up to a maximum of $5,000 (including VAT).  




3










    3.        RELATED
OBLIGATIONS.  



        At
such time as the Company is obligated to file a Registration Statement with the SEC
pursuant to Section 2(a) or 2(e), the Company will use its best efforts to effect the
registration of the Registrable Securities in accordance with the intended method of
disposition thereof and, pursuant thereto, the Company shall have the following
obligations: 



        a.
          The Company shall submit to the SEC, within two (2) Business Days after the
          Company learns that no review of a particular Registration Statement will be
          made by the staff of the SEC or that the staff of the SEC has no further
          comments on a particular Registration Statement, as the case may be, a request
          for acceleration of effectiveness of such Registration Statement to a time and
          date not later than 96 hours after the submission of such request. The Company
          shall keep each Registration Statement effective pursuant to Rule 415 at all
          times until the earlier of (i) the date as of which the Investors may sell all
          of the Registrable Securities covered by such Registration Statement without
          restriction pursuant to Rule 144(k) (or successor thereto) promulgated under
the           1933 Act or (ii) the date on which the Investors shall have sold all the
          Registrable Securities covered by such Registration Statement (the
          “REGISTRATION PERIOD”). The Company shall ensure that each
          Registration Statement (including any amendments or supplements thereto and
          prospectuses contained therein) shall not contain any untrue statement of a
          material fact or omit to state a material fact required to be stated therein,
or           necessary to make the statements therein (in the case of prospectuses, in
the           light of the circumstances in which they were made) not misleading.  




        b.
          The Company shall prepare and file with the SEC such amendments (including
          post-effective amendments) and supplements to a Registration Statement and the
          prospectus used in connection with such Registration Statement, which
prospectus           is to be filed pursuant to Rule 424 promulgated under the 1933 Act,
as may be           necessary to keep such Registration Statement effective at all times
during the           Registration Period. In the case of amendments and supplements to a
Registration           Statement which are required to be filed pursuant to this
Agreement (including           pursuant to this Section 3(b) by reason of the Company
filing a report under the           Securities Exchange Act of 1934, as amended (the
“1934 ACT”),           the Company shall have incorporated such report
by reference into such           Registration Statement, if applicable, or shall file
such amendments or           supplements with the SEC on the same day on which the 1934
Act report is filed           which created the requirement for the Company to amend or
supplement such           Registration Statement.  




         c.
          The Company shall (A) permit Legal Counsel to review and comment upon (i) a
          Registration Statement at least ten (10) Business Days prior to its filing with
          the SEC and (ii) all amendments and supplements to all Registration Statements
          (except for Annual Reports on Form 20-F, and Current Reports on Form 6-K and any
          similar or successor reports) within a reasonable number of days prior to their
          filing with the SEC, and (B) not file any Registration Statement or amendment or
          supplement thereto in a form to which Legal Counsel reasonably objects. The
          Company shall not submit a request for acceleration of the effectiveness of a
          Registration Statement or any amendment or supplement thereto without the prior
          approval of Legal Counsel, which consent shall not be unreasonably withheld,
          conditioned or delayed. The Company shall furnish to Legal Counsel, without
          charge, (i) copies of any correspondence from the SEC or the staff of the SEC to
          the Company or its representatives relating to any Registration Statement, (ii)
          promptly after the same is prepared and filed with the SEC, one copy of any
          Registration Statement and any amendment(s) thereto, including financial
          statements and schedules, all documents incorporated therein by reference, if
          requested by an Investor and not otherwise available on the EDGAR system, and
          all exhibits and (iii) upon the effectiveness of any Registration Statement, one
          copy of the prospectus included in such Registration Statement and all
          amendments and supplements thereto. 



4










        d.
          The Company shall furnish to Legal Counsel and each Investor whose Registrable
          Securities are included in any Registration Statement, without charge (i)
          promptly after the same is prepared and filed with the SEC, at least one copy
of           such Registration Statement and any amendment(s) thereto, including
financial           statements and schedules, all documents incorporated therein by
reference, if           requested by an Investor and not otherwise available on the EDGAR
system, all           exhibits and each preliminary prospectus, (ii) upon the
effectiveness of any           Registration Statement, at least three (3) copies, and
upon request, additional           copies (provided however, that the Company shall not
be obligated to furnish           more than fifty (50) copies in the aggregate, which
number shall include the           three copies furnished to each Investor) of the
prospectus included in such           Registration Statement and all amendments and
supplements thereto (or such other           number of copies as such Investor may
reasonably request) and (iii) such other           documents, including copies of any
preliminary or final prospectus, as such           Investor may reasonably request from
time to time in order to facilitate the           disposition of the Registrable
Securities owned by such Investor.  




        e.
          RESERVED  




        f.
          The Company shall notify Legal Counsel and each Investor in writing of the
          happening of any event, as promptly as practicable after becoming aware of such
          event, as a result of which the prospectus included in a Registration
Statement,           as then in effect, includes an untrue statement of a material fact
or omission           to state a material fact required to be stated therein or necessary
to make the           statements therein, in light of the circumstances under which they
were made,           not misleading (provided that in no event shall such notice contain
any           material, nonpublic information), and, subject to Section 3(q), promptly
prepare           a supplement or amendment to such Registration Statement to correct
such untrue           statement or omission, and, if so requested, deliver ten (10)
copies of such           supplement or amendment to Legal Counsel and each Investor (or
such other number           of copies as Legal Counsel or such Investor may reasonably
request). The Company           shall also promptly notify Legal Counsel and each
Investor in writing (i) when a           prospectus or any prospectus supplement or
post-effective amendment has been           filed, and when a Registration Statement or
any post-effective amendment has           become effective (notification of such
effectiveness shall be delivered to Legal           Counsel and each Investor by
facsimile on the same day of such effectiveness and           by overnight mail), (ii) of
any request by the SEC for amendments or supplements           to a Registration
Statement or related prospectus or related information, and           (iii) of the Company’s
reasonable determination that a post-effective           amendment to a Registration
Statement would be appropriate.  




        g.
          The Company shall use its best efforts to prevent the issuance of any stop
order           or other suspension of effectiveness of a Registration Statement, or the
          suspension of the qualification of any of the Registrable Securities for sale
in           any jurisdiction and, if such an order or suspension is issued, to obtain
the           withdrawal of such order or suspension at the earliest possible moment and
to           notify Legal Counsel and each Investor who holds Registrable Securities
being           sold of the issuance of such order and the resolution thereof or its
receipt of           actual notice of the initiation or threat of any proceeding for such
purpose.  



5










        h.
          If any Investor is required under applicable securities law to be described in
          the Registration Statement as an underwriter, at the reasonable request of such
          Investor, the Company shall furnish to such Investor, on the date of the
          effectiveness of the Registration Statement and thereafter from time to time on
          such dates as an Investor may reasonably request (i) a letter, dated on such
          date, from the Company’s independent certified public accountants in form
          and substance as is customarily given by independent certified public
          accountants to underwriters in an underwritten public offering, addressed to
the           Investors, and (ii) an opinion, dated as of such date, of counsel
representing           the Company for purposes of such Registration Statement, in form,
scope and           substance as is customarily given in an underwritten public offering,
addressed           to the Investors.  




        i.
          The Company shall hold in confidence and not make any disclosure of information
          concerning an Investor provided to the Company unless (i) disclosure of such
          information is necessary to comply with federal or state securities laws, or
          applicable rules and regulations relating of the Principal Market (as defined
in           the Securities Purchase Agreement), (ii) the disclosure of such information
is           necessary or desirable to avoid or correct a misstatement or omission in any
          Registration Statement, (iii) the release of such information is ordered
          pursuant to a subpoena or other final, non-appealable order from a court or
          governmental body of competent jurisdiction, or (iv) such information has been
          made generally available to the public other than by disclosure in violation of
          this Agreement or any other agreement. The Company agrees that it shall, upon
          learning that disclosure of such information concerning an Investor is sought
in           or by a court or governmental body of competent jurisdiction or through
other           means, give prompt written notice to such Investor and allow such
Investor, at           the Investor’s expense, to undertake appropriate action to
prevent           disclosure of, or to obtain a protective order for, such information.  




        j.
          The Company shall use its best efforts either to (i) cause all the Registrable
          Securities covered by a Registration Statement to be listed on each securities
          exchange on which securities of the same class or series issued by the Company
          are then listed, if any, if the listing of such Registrable Securities is then
          permitted under the rules of such exchange, or (ii) secure designation and
          quotation of all the Registrable Securities covered by a Registration Statement
          on Principal Market (as defined in the Securities Purchase Agreement), or any
          other United States national securities exchange on which the Company’s
          securities become listed. The Company shall pay all fees and expenses in
          connection with satisfying its obligation under this Section 3(j).  




        k.
          The Company shall cooperate with the Investors who hold Registrable Securities
          being offered and, to the extent applicable, facilitate the timely preparation
          and delivery of certificates (not bearing any restrictive legend) representing
          the Registrable Securities to be offered pursuant to a Registration Statement
          and enable such certificates to be in such denominations or amounts, as the
case           may be, as the Investors may reasonably request and registered in such
names as           the Investors may request.  




6










        l.
          If requested by an Investor, the Company shall (i) as soon as practicable
          incorporate in a prospectus supplement or post-effective amendment such
          information as an Investor reasonably requests in writing to be included
therein           relating to the sale and distribution of Registrable Securities,
including,           without limitation, information with respect to the number of
Registrable           Securities being offered or sold, the purchase price being paid
therefor and any           other terms of the offering of the Registrable Securities to
be sold in such           offering; (ii) as soon as practicable make all required filings
of such           prospectus supplement or post-effective amendment after being notified
of the           matters to be incorporated in such prospectus supplement or
post-effective           amendment; and (iii) as soon as practicable, supplement or make
amendments to           any Registration Statement if reasonably requested by an Investor
holding any           Registrable Securities.  




        m.
          The Company shall use its best efforts to cause the Registrable Securities
          covered by a Registration Statement to be registered with or approved by such
          other governmental agencies or authorities as may be necessary to consummate
the           disposition of such Registrable Securities.  




        n.
          RESERVED  




        o.
          The Company shall otherwise use its best efforts to comply with all applicable
          rules and regulations of the SEC in connection with any registration hereunder.  




        p.
          Within two (2) Business Days after a Registration Statement which covers
          Registrable Securities is ordered effective by the SEC, the Company shall
          deliver, and shall cause legal counsel for the Company to deliver, to the
          transfer agent for such Registrable Securities (with copies to the Investors
          whose Registrable Securities are included in such Registration Statement)
          confirmation that such Registration Statement has been declared effective by
the           SEC in the form attached hereto as Exhibit A.  




        q.
          Notwithstanding anything to the contrary herein, at any time after the
          Registration Statement 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 Investors in writing of the existence of a Grace Period in conformity with
          the provisions of this Section 3(q) (provided that in each notice the Company
          will not disclose the content of such material non-public information to the
          Investors) and the date on which the Grace Period will begin, and (ii) notify
          the Investors 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 the Investors receive the notice referred to in clause
(i)           and shall end on and include the later of the date the Investors receive
the           notice referred to in clause (ii) and the date referred to in such notice.
The           provisions of Section 3(g) hereof shall not be applicable during the period
of           any Allowable Grace Period. Upon expiration of the Grace Period, the Company
          shall again be bound by the first sentence of Section 3(f) with respect to the
          information giving rise thereto unless such material non-public information is
          no longer applicable. Notwithstanding anything to the contrary, the Company
          shall cause its transfer agent to deliver unlegended shares of Common Stock to
a           transferee of an Investor in accordance with the terms of the Securities
          Purchase Agreement in connection with any sale of Registrable Securities with
          respect to which an Investor has entered into a contract for sale, and
delivered           a copy of the prospectus included as part of the applicable
Registration           Statement, prior to the Investor’s receipt of the notice of a
Grace Period           and for which the Investor has not yet settled.  



7










         4.       
          OBLIGATIONS OF THE INVESTORS. 



        a.
          At least fourteen (14) Business Days prior to the first anticipated filing date
          of a Registration Statement, the Company shall notify each Investor in writing
          of the information the Company requires from each such Investor if such
Investor           elects to have any of such Investor’s Registrable Securities
included in           such Registration Statement. It shall be a condition precedent to
the           obligations of the Company to complete the registration pursuant to this
          Agreement with respect to the Registrable Securities of a particular Investor
          that such Investor shall furnish to the Company such information regarding
          itself, the Registrable Securities held by it and the intended method of
          disposition of the Registrable Securities held by it as shall be reasonably
          required to effect the effectiveness of the registration of such Registrable
          Securities and shall execute such documents in connection with such
registration           as the Company may reasonably request. All information provided to
the Company           by an Investor pursuant to this Section 3(a) shall be in writing,
and such           writing shall expressly acknowledge that the information is being
provided for           use in connection with the preparation of the Registration
Statement or any such           amendment thereof or supplement thereto.  




        b.
          Each Investor, by such Investor’s acceptance of the Registrable
Securities,           agrees to cooperate with the Company as reasonably requested by the
Company in           connection with the preparation and filing of any Registration
Statement           hereunder, unless such Investor has notified the Company in writing
of such           Investor’s election to exclude all of such Investor’s
Registrable           Securities from such Registration Statement.  




        c.
          Each Investor covenants and agrees that it will comply with the prospectus
          delivery requirements of the 1933 Act as applicable to it in connection with
          sales of Registrable Securities pursuant to a Registration Statement.  




    5.        EXPENSES. 



The Company shall bear all expenses
in connection with the registration procedures set forth in Sections 1 and 2 above, other
than fees and expenses, if any, of counsel or other advisers to any Investor or
underwriting discounts, brokerage fees and commissions incurred by any Investor, if any. 



8










         6.       
          INDEMNITIES. In the event of any registered offering of Ordinary Shares of the
          Company pursuant to this Agreement: 



        a.
          The Company will indemnify and hold harmless, to the fullest extent permitted
by           law, each Investor, the directors, officers, partners, employees, agents,
          representatives or and each Person, if any, who controls any Investor (each an
          “Indemnitee”) from and against any and all losses, damages,
          claims, liabilities, joint or several, costs and expenses (including any
amounts           paid in any settlement effected with the Company’s consent) to
which an           Indemnitee may become subject under applicable law, insofar as such
losses,           damages, claims, liabilities (or actions or proceedings in respect
thereof),           costs or expenses arise out of or are based upon (i) any untrue
statement or           alleged untrue statement of any material fact contained in the
registration           statement or included in the final prospectus, as amended or
supplemented, or           (ii) the omission or alleged omission to state therein a
material fact required           to be stated therein or necessary to make the statements
therein, in the light           of the circumstances in which they are made, not
misleading, and the Company           will reimburse an Indemnitee, promptly upon demand,
for any reasonable legal or           any other expenses incurred by them in connection
with investigating, preparing           to defend or defending against or appearing as a
third-party witness in           connection with such loss, claim, damage, liability,
action or proceeding; provided, however, that the Company will not be
liable in any such           case to the extent that any such loss, damage, liability,
cost or expense arises           out of or is based upon an untrue statement or alleged
untrue statement or           omission or alleged omission so made in conformity with
information furnished in           writing by such Indemnitee; provided, further,
that the indemnity           agreement contained in this subsection 6(a) shall not
apply to amounts paid           in settlement of any such claim, loss, damage, liability
or action if such           settlement is effected without the consent of the Company,
which consent shall           not be unreasonably withheld.  




        b.
          Each Investor will indemnify and hold harmless the Company, any underwriter for
          the Company, and each person, if any, who controls the Company or such
          underwriter, from and against any and all losses, damages, claims, liabilities,
          costs or expenses (including any amounts paid in any settlement effected with
          the selling shareholder’s consent) to which the Company or any such
          controlling person and/or any such underwriter may become subject under
          applicable law, insofar as such losses, damages, claims, liabilities (or
actions           or proceedings in respect thereof), costs or expenses arise out of or
are based           on (i) any untrue or alleged untrue statement of any material
fact           contained in the registration statement or included in the prospectus, as
          amended or supplemented, or (ii) the omission or the alleged omission to
          state therein a material fact required to be stated therein or necessary to
make           the statements therein, in the light of the circumstances in which they
were           made, not misleading, and each Investor will reimburse the Company, any
          underwriter and each such controlling person of the Company or any underwriter,
          promptly upon demand, for any reasonable legal or other expenses incurred by
          them in connection with investigating, preparing to defend or defending against
          or appearing as a third-party witness in connection with such loss, claim,
          damage, liability, action or proceeding; in each case to the extent, but only
to           the extent, that such untrue statement or alleged untrue statement or
omission           or alleged omission was so made in strict conformity with written
information           furnished by such Investor specifically for inclusion therein. The
foregoing           indemnity agreement is subject to the condition that, insofar as it
relates to           any such untrue statement (or alleged untrue statement) or omission
(or alleged           omission) made in the preliminary prospectus but eliminated or
remedied in the           amended prospectus at the time the registration statement
becomes effective or           in the final prospectus, such indemnity agreement shall
not inure to the benefit           of (i) the Company and (ii) any underwriter,
if a copy of the final           prospectus was not furnished to the person or entity
asserting the loss,           liability, claim or damage at or prior to the time such
furnishing is required           by the 1933 Act; provided, further, that
this indemnity shall not           be deemed to relieve any underwriter of any of its due
diligence obligations; provided, further, that the indemnity agreement
contained in this           subsection 6(b) shall not apply to amounts paid in
settlement of any such           claim, loss, damage, liability or action if such
settlement is effected without           the consent of such Investor, which consent
shall not be unreasonably withheld.  



9










        c.
          Promptly after receipt by an indemnified party pursuant to the provisions of
          Sections 6(a) or 6(b) of notice of the commencement of any action involving the
          subject matter of the foregoing indemnity provisions, such indemnified party
          will, if a claim thereof is to be made against the indemnifying party pursuant
          to the provisions of said Section 6(a) or 6(b), promptly notify the
indemnifying           party of the commencement thereof; but the omission to notify the
indemnifying           party will not relieve it from any liability which it may have to
any           indemnified party otherwise than hereunder, except to the extent that the
          indemnifying party is prejudiced in its ability to defend such action. In case
          such action is brought against any indemnified party and it notifies the
          indemnifying party of the commencement thereof, the indemnifying party shall
          have the right to participate in, and, to the extent that it may wish, jointly
          with any other indemnifying party similarly notified, to assume the defense
          thereof with counsel reasonably satisfactory to such indemnified party; provided,
however, that if the defendants in any action include           both the
indemnified party and the indemnifying party and there is a conflict of
          interests which would prevent counsel for the indemnifying party from also
          representing the indemnified party, the indemnified party or parties shall have
          the right to select one separate counsel to participate in the defense of such
          action on behalf of such indemnified party or parties. After notice from the
          indemnifying party to such indemnified party of its election so to assume the
          defense thereof, the indemnifying party will not be liable to such indemnified
          party pursuant to the provisions of said Sections 6(a) or 6(b) for any legal or
          other expense subsequently incurred by such indemnified party in connection
with           the defense thereof, unless (i) the indemnified party shall have employed
          counsel in accordance with the provision of the preceding sentence, (ii) the
          indemnifying party shall not have employed counsel reasonably satisfactory to
          the indemnified party to represent the indemnified party within a reasonable
          time after the notice of the commencement of the action and within fifteen (15)
          days after written notice of the indemnified party’s intention to employ
          separate counsel pursuant to the previous sentence, or (iii) the indemnifying
          party has authorized the employment of counsel for the indemnified party at the
          expense of the indemnifying party. No indemnifying party will consent to entry
          of any judgment or enter into any settlement which does not include as an
          unconditional term thereof the giving by the claimant or plaintiff to such
          indemnified party of a release from all liability in respect to such claim or
          litigation.  




        d.
          The indemnification required by this Section 6 shall be made by periodic
          payments of the amount thereof during the course of the investigation or
          defense, as and when bills are received or Indemnified Damages are incurred.  




         7.       
          CONTRIBUTION. 



        To
the extent any indemnification by an indemnifying party is prohibited or limited by law,
the indemnifying party agrees to make the maximum contribution with respect to any amounts
for which it would otherwise be liable under Section 6 to the fullest extent permitted by
law; provided, however, that: (i) no Person involved in the sale of Registrable Securities
which Person is guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the 1933 Act) in connection with such sale shall be entitled to contribution from
any Person involved in such sale of Registrable Securities who was not guilty of
fraudulent misrepresentation; and (ii) contribution by any seller of Registrable
Securities shall be limited in amount to the net amount of proceeds received by such
seller from the sale of such Registrable Securities pursuant to such Registration
Statement. 



10










         8.       
          REPORTS UNDER THE 1934 ACT. 



        With
a view to making available to the Investors the benefits of Rule 144 promulgated under the
1933 Act or any other similar rule or regulation of the SEC that may at any time permit
the Investors to sell securities of the Company to the public without registration
(“RULE 144”), the Company agrees to: 



        a.
          make and keep public information available, as those terms are understood and
          defined in Rule 144;  




        b.
          file with the SEC in a timely manner all reports and other documents required
of           the Company under the 1933 Act and the 1934 Act so long as the Company
remains           subject to such requirements (it being understood that nothing herein
shall           limit the Company’s obligations under Section 4(c) of the Securities
          Purchase Agreement) and the filing of such reports and other documents is
          required for the applicable provisions of Rule 144; and  




        c.
          furnish to each Investor so long as such Investor owns Registrable Securities,
          promptly upon request, (i) a written statement by the Company, if true, that it
          has complied with the reporting requirements of Rule 144, the 1933 Act and the
          1934 Act, (ii) a copy of the most recent annual or quarterly report of the
          Company and such other reports and documents so filed by the Company, and (iii)
          such other information as may be reasonably requested to permit the Investors
to           sell such securities pursuant to Rule 144 without registration.  




         9.       
          ASSIGNMENT OF REGISTRATION RIGHTS. 



        The
rights under this Agreement shall be automatically assignable by the Buyer to any
transferee of all or any portion of the Buyer’s Registrable Securities if: (i) the
Buyer agrees in writing with the transferee or assignee to assign such rights, and a copy
of such agreement is furnished to the Company within a reasonable time after such
assignment; (ii) the Company is, within a reasonable time after such transfer or
assignment, furnished with written notice of (a) the name and address of such transferee
or assignee, and (b) the securities with respect to which such registration rights are
being transferred or assigned; (iii) immediately following such transfer or assignment the
further disposition of such securities by the transferee or assignee is restricted under
the 1933 Act and applicable state securities laws; (iv) at or before the time the Company
receives the written notice contemplated by clause (ii) of this sentence the transferee or
assignee agrees in writing with the Company to be bound by all of the provisions contained
herein; and (v) such transfer shall have been made in accordance with the applicable
requirements of the Securities Purchase Agreement. 



11










         10.       
          AMENDMENT OF REGISTRATION RIGHTS. 



        Provisions
of this Agreement may be amended and the observance thereof may be waived (either
generally or in a particular instance and either retroactively or prospectively), only
with the written consent of the Company and the Buyer. Any amendment or waiver effected in
accordance with this Section 6 shall be binding upon the Buyer and the Company. No
consideration shall be offered or paid to any Person to amend or consent to a waiver or
modification of any provision of any of this Agreement unless the same consideration also
is offered to all of the parties to this Agreement. 



         11.       
          MISCELLANEOUS. 



        a.
          A Person is deemed to be a holder of Registrable Securities whenever such
Person           owns or is deemed to own of record such Registrable Securities. If the
Company           receives conflicting instructions, notices or elections from two or
more Persons           with respect to the same Registrable Securities, the Company shall
act upon the           basis of instructions, notice or election received from the record
owner of such           Registrable Securities.  




        b.
          Any notices, consents, waivers or other communications required or permitted to
          be given under the terms of this Agreement must be in writing and will be
deemed           to have been delivered: (i) upon receipt, when delivered personally;
(ii) upon           receipt, when sent by facsimile (provided confirmation of
transmission is           mechanically or electronically generated and kept on file by
the sending party);           or (iii) one Business Day after deposit with a nationally
recognized overnight           delivery service, in each case properly addressed to the
party to receive the           same. The addresses and facsimile numbers for such
communications shall be:  




If to the Company: 



			
	 	Elbit Vision Systems Ltd.

1 Hayasur Street,

Hasharon Industrial Park,

Kadima, P.O. Box 60920,

Israel
		Telephone:
Fax: 	972-9-866 1610

972-9-866 1700









	 	
With
a copy to (which shall not constitute notice): 












			
	 	Yigal Arnon & Co.

One Azrieli Center, Round Tower, Tel Aviv, Israel
		Telephone:

Facsimile:

Attention:	+(972)-3-608-7864

+(972)-3-608-7714

Adrian Daniels, Adv.





If to the Buyer:






		
		
		
		
		
	 	Shavit Capital Fund GP L.P.
Jerusalem Technology Park,
	 	Building 98, P.O. Box 82 3rd Floor,
	 	Malcha, Jerusalem 96951,
	 	Israel
	 	Fax: 972-2-649-0741
	 	Attn: Gary Leibler
	 
	with copies to:
	 
	 	McDermott Will & Emery LLP
	 	340 Madison Avenue
	 	New York, NY 10173-1922
	 	Fax: (212)547-5444
	 	Attn: Mark Selinger
	 	          Meir A. Lewittes
	 
	 	Ephraim Abramson & Co.
	 	16B King George Street
	 	Jerusalem 94229
	 	Israel
	 	Fax: (972)-2-623-3229
	 	Attn: Harry Grynberg, Adv.








12













        or
to such other address and/or facsimile number and/or to the attention of such other Person
as the recipient party has specified by written notice given to each other party five (5)
days prior to the effectiveness of such change. Written confirmation of receipt (A) given
by the recipient of such notice, consent, waiver or other communication, (B) mechanically
or electronically generated by the sender’s facsimile machine containing the time,
date, recipient facsimile number and an image of the first page of such transmission or
(C) provided by a courier or overnight courier service shall be rebuttable evidence of
personal service, receipt by facsimile or receipt from a nationally recognized overnight
delivery service in accordance with clause (i), (ii) or (iii) above, respectively. 



        c.
          Failure of any party to exercise any right or remedy under this Agreement or
          otherwise, or delay by a party in exercising such right or remedy, shall not
          operate as a waiver thereof.  




        d.
          This Rights Agreement shall be governed by and construed in accordance with the
          internal laws of the State of Israel, without giving effect to any statutes
          concerning choice or conflict of law (whether of the State of Israel or any
          other jurisdiction) that would cause the application of the laws of any
          jurisdiction other than the State of Israel. Any controversy or claim arising
          out of or in connection with this agreement or any breach or alleged breach
          hereof shall be exclusively resolved by the competent courts of Tel Aviv,
          Israel, and each of the parties hereby irrevocably submits to the exclusive
          jurisdiction of such courts.  




        e.
          This Agreement, the Securities Purchase Agreement, the Warrants and the
          instruments referenced herein and therein constitute the entire agreement among
          the parties hereto with respect to the subject matter hereof and thereof. There
          are no restrictions, promises, warranties or undertakings, other than those set
          forth or referred to herein and therein. This Agreement, the Securities
Purchase           Agreement, the Warrants and the instruments referenced herein and
therein           supersede all prior agreements and understandings among the parties
hereto with           respect to the subject matter hereof and thereof.  




        f.
          The headings in this Agreement are for convenience of reference only and shall
          not limit or otherwise affect the meaning hereof.  




        g.
          This Agreement may be executed in identical counterparts, each of which shall
be           deemed an original but all of which shall constitute one and the same
agreement.           This Agreement, once executed by a party, may be delivered to the
other party           hereto by facsimile transmission of a copy of this Agreement
bearing the           signature of the party so delivering this Agreement.  




        h.
          Each party shall do and perform, or cause to be done and performed, all such
          further acts and things, and shall execute and deliver all such other
          agreements, certificates, instruments and documents, as any other party may
          reasonably request in order to carry out the intent and accomplish the purposes
          of this Agreement and the consummation of the transactions contemplated hereby.  




13










        i.
          All consents and other determinations required to be made by the Investors
          pursuant to this Agreement shall be made, unless otherwise specified in this
          Agreement, by Investors holding at least a majority of the Registrable
          Securities, determined as if all the Warrants then outstanding have been
          exercised for Registrable Securities without regard to any limitations on
          exercises of the Warrants.  




        j.
          The language used in this Agreement will be deemed to be the language chosen by
          the parties to express their mutual intent and no rules of strict construction
          will be applied against any party.  




        k.
          This Agreement is intended for the benefit of the parties hereto and their
          respective permitted successors and assigns, and is not for the benefit of, nor
          may any provision hereof be enforced by, any other Person.  




        l.
          This Agreement shall terminate and be of no further effect on the date on which
          the Investors shall have sold, or can sell publicly pursuant to Rule 144 (k) ,
          all of the Registrable Securities, without any limitation whatsoever, including
          any volume limitations, and further provided, that the restrictive legend was
          removed of all the Registrable Securities.  




14










        IN
WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be duly
executed as of day and year first above written. 



COMPANY:



ELBIT VISION SYSTEMS LTD.



By: ________________________

Name:

Title:





BUYER:



Shavit Capital Fund GP, L.P



By: Its General Partner - Shavit Capital (GP) Management Ltd.



By: __________________________



Title: _________________________




15










SCHEDULE 1 



        6,290,941
Ordinary Shares and 3,145,472 Ordinary Shares underlying warrants issued pursuant to a
Securities Purchase Agreement by and among the Company and a group of Buyers, dated April
30, 2007. 



9,523,810 Ordinary Shares and
2,380,952 Ordinary Shares underlying warrants issued to MSND Real Estate Holdings Ltd. 



4,933,357 Ordinary Shares and 396,825
Ordinary Shares underlying warrants issued to Elbit Ltd. 




16