F-1









Exhibit 4.4  



REGISTRATION RIGHTS
AGREEMENT 



        THIS
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 21,
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 M.S.N.D. Real Estate
Holdings Ltd., a company organized under the laws of the State of Israel, of 27 Habarzel
Street, Atidim, Tel-Aviv, Israel (“Mivtach”). 



WHEREAS: 



     A.
          Pursuant to a certain Agreement between the Company and Mivtach, dated June
          ________, 2007, the Company has issued to Mivtach nine million five hundred
          twenty three thousand eight hundred and ten (9,523,810) ordinary shares of the
          Company nominal value NIS 1.0 (the “Ordinary Shares”) and two
          million three hundred and eighty thousand nine hundred and fifty two (2,380,952)
          warrants to purchase ordinary shares of the Company nominal value NIS 1.0 (the
          “Warrant Shares”), as set forth in Schedule 1 hereto. 



     B.
          The Company has agreed to provide Mivtach with certain registration rights with
          respect to the Ordinary Shares and Warrant Shares issued under the Agreement
          that are not currently registered under an existing registration statement,
          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 Mivtach 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 Mivtach, any transferee or assignee thereof to whom
          Mivtach 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.
          “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.  




        d.
          “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”).  














        e.
          “REGISTRABLE SECURITIES” means (i) the Ordinary Shares not already
          registered, (ii) the Warrant Shares issued or issuable upon exercise of the
          Warrants not already registered and (iii) any shares issued or issuable with
          respect to the Ordinary 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.  




        f.
          “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, a Registration Statement on Form F-3,
          covering the resale of all of the Registrable Securities. In the event that
Form           F-3 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 all of the Ordinary Shares
          and Warrant Shares.  




        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
          there shall be excluded from such registration Registrable Securities held by
          the Investor and registrable securities that are held by other shareholders of
          the Company who are entitled by agreement to have their shares included in such
          registration, pro rata among the shareholders and the Investor, to the extent
          necessary to satisfy such limitation.  




        c.
          ADDITIONAL REGISTRATION STATEMENT. In the event that Company reduces the number
          of Registrable Securities covered by Registration Statement described in
Section           2a, pursuant to the circumstances set forth 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.  




        d.
          ADDITIONAL RIGHTS OF THE INVESTOR. The Company shall use its best efforts to
          keep such Registration Statement described in Sections 2a&b above effective
          until the earlier of (i) the date as of which the Investor 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 Investor has sold all the
Registrable           Securities covered by such Registration Statement (the “Registration
          Period”). The Company shall prepare and file with the SEC such amendments
          and supplements to the Registration Statement as may be necessary to keep the
          Registration Statement effective at all times during the Registration Period.
          Once the Registration Statement has been declared effective by the SEC, the
          Company shall cause the Registrable Securities covered by the Registration
          Statement to be quoted on the Over the Counter Bulletin Board or any other
          exchange on which the Company’s Ordinary Shares are listed.  



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         3.       
          OBLIGATIONS OF THE INVESTOR. 



        a.
          At least seven (7) Business Days prior to the first anticipated filing date of
a           Registration Statement, the Company shall notify the Investor in writing of
the           information the Company requires from the Investor if the Investor elects
to           have any of the 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 an Investor that the 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 the 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.
          The Investor, by its 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
          the Investor has notified the Company in writing of the Investor’s
election           to exclude all of the Investor’s Registrable Securities from such
          Registration Statement.  




        c.
          The 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.  




    4.        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 the Investor or
underwriting discounts, brokerage fees and commissions incurred by the Investor, if any. 



         5.       
          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, the Investor, the directors, officers, partners, employees, agents,
          representatives or and each person, if any, who controls the 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 or otherwise,
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 5(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.  



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        b.
          The 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 or otherwise, 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 the 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 the 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 5(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 the Investor,
which consent shall           not be unreasonably withheld.  



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        c.
          Promptly after receipt by an indemnified party pursuant to the provisions of
          Sections 5(a) or 5(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 5(a) or 5(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 5(a) or 5(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.  




         6.       
          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 Investor. Any amendment or waiver effected
in accordance with this Section 6 shall be binding upon the Investor and the Company. No
such amendment shall be effective to the extent that it applies to less than all of the
holders of the Registrable Securities. 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. 



         7.       
          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:  




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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 Mivtach:

M.S.N.D. Real EstateHoldings Ltd.

27 Habarzel Street, Atidim, Tel-Aviv 69710, Israel
		Telephone:
Fax:   	972-3-7684949

972-3-6442099








	 	
With
a copy to: 















			
	 	Shnitzer, Gotlieb & Co.

Gibor Sport Bldg. 27th floor, 7 Menachem Begin Street,

Ramat Gan 52521, Israel
		Telephone:

Fax:

Attention:	972-3-7549922

972-3-7549920

Daphna Zussman Schnitzer, Adv.








        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 Haifa, Israel,
          and each of the parties hereby irrevocably submits to the exclusive
jurisdiction           of such courts.  



6










        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.  




        i.
          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.  




        j.
          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.  




        k.
          This Agreement shall terminate and be of no further effect on the date on which
          the Investor shall have sold, or can sell pursuant to Rule 144 and Regulation
S,           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.  




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        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:		












	M.S.N.D. REAL ESTATEHOLDINGS LTD.



By:
——————————————

Name:
Title:		






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SCHEDULE 1 





	NAME	ADDRESS AND FACSIMILE NUMBER	NUMBER OF

ORDINARY SHARES	NUMBER OF

WARRANT SHARES
	M.S.N.D. Real EstateHoldings Ltd.	27 Habarzel Street, Atidim, Tel-Aviv, Israel	9,523,810 	2,380,952 
	  	  	  	  
	  	   	   	   











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