F-1









Exhibit 4.9  



THE SECURITIES OFFERED UNDER THIS
AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), THE ISRAELI SECURITIES LAW 5728-1968, AS AMENDED, OR UNDER
ANY STATE OR FOREIGN SECURITIES LAW, AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED,
ASSIGNED OR OTHERWISE DISPOSED UNLESS (I) THE SECURITIES SOLD UNDER THIS AGREEMENT HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT, OR (II) SUCH SALE, OFFER, PLEDGE, TRANSFER,
ASSIGNMENT, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION AND PROSPECTUS
DELIVERY REQUIREMENTS OF THE ACT AND OF ANY APPLICABLE SECURITIES LAWS. 



SHARE PURCHASE
AGREEMENT  



This Share Purchase Agreement (the
“Agreement”) is made as of June 21, 2007 by and among Elbit Vision
Systems Ltd., a company organized under the laws of the State of Israel, of 1 Hayasur
Street, Hasharon Industrial Park, Kadima, P.O.B. 5030, Israel (the
“Company”), and Elbit Ltd., a company organized under the laws of the
State of Israel, (“Elbit”) of 3, Azrieli Center, Tel-Aviv, Israel. 




	WHEREAS,  	Elbit
holds 9% of the outstanding shares of the Company; and







	WHEREAS,  	Elbit
wishes to convert the  outstanding  Loan Amount (as defined below) into ordinary  shares
of the                   Company and invest an additional amount in the Company's share
equity; and







	WHEREAS,  	Elbit
desires to purchase and the Company  desires to sell ordinary shares of the Company par
                  value NIS 1.0 per share,  pursuant to the terms and  conditions  more
fully set forth in this                   Agreement.









NOW THEREFORE, the Company and
Elbit hereby agree as follows: 



1.     Issuance
and Purchase of Shares and Warrants.  



1.1     Subject
to and in accordance with the terms and conditions hereof, at the Closing (as hereinafter
defined) the Company shall issue and allot to Elbit, and Elbit shall purchase from the
Company, at a price per share of $0.315 (thirty one and one half United States Cents)
(the “Per Share Price”), and for an aggregate purchase price of seven
hundred and twenty thousand US Dollars ($720,000) (the “Purchase Price”),
of which $470,000 including all interest accrued until March 31, 2007 shall be invested
by way of conversion of a loan in accordance with 1.2 below:  



	 	1.1.1        
two
million two hundred and eighty-five thousand seven hundred and fourteen (2,285,714)
Ordinary Shares of the Company, nominal value NIS 1.0 each (the “Shares”)  






	  	1.1.2       
At
no additional consideration, Warrants (the “Warrants”) for the purchase
of additional Ordinary Shares of the Company nominal value NIS 1.0 each, entitling Elbit
to purchase up to three hundred and ninety six thousand eight hundred and twenty-five
(396,825) Ordinary Shares of the Company, nominal value NIS 1.0 each (the “Warrant
Shares”) during the period set forth in the Warrants at an exercise price of
$0.45 (forty-five United States Cents)per share, subject to adjustments, all on
the terms and subject to the conditions set forth in the Warrants.  


















1.2     It is
hereby acknowledged and agreed that the amount of four hundred and seventy thousand US
Dollars ($470,000), (the “Loan Amount”) provided to the Company by Elbit
shall be converted into Shares at the Per Share Price and shall be deducted from the
Purchase Price due to be paid at the Closing (as defined below). Such conversion of the
Loan Amount shall constitute the full and final settlement of all outstanding sums owed
by the Company to Elbit (except for the accrued interest from April 1, 2007 until Closing
payable by the Company to Elbit upon Closing pursuant to Section 2.2 below) and shall be
in satisfaction of the Company’s obligations thereunder. Upon conversion of the Loan
Amount, the Loan Agreement between Elbit and the Company dated February 7, 2001, as
amended shall be deemed terminated and shall cease to have any legal effect.  



2.     Closing
Date; Delivery  



2.1     The
purchase and sale of the Shares hereunder shall take place at a closing (the “Closing”),
to take place as soon as practicable following the approval of this Agreement and other
documents and agreements contemplated hereby or thereby or which are ancillary hereto or
thereto (together, the “Transaction Documents”) and the increase in the
Company’s authorized share capital, by the shareholders of the Company. The Closing
shall occur on the Closing Date at 1:00 pm (Israel time) at the offices of Yigal Arnon
& Co., 1 Azrieli Center, Tel-Aviv, Israel, or at such other time and place as may be
agreed by Elbit and the Company, at which Closing, Elbit shall execute counterpart
signature pages to the RRA (as defined below) and pay to the Company the total amount of
the purchase price for the Shares, in United States dollars, in immediately available
funds, by wire or electronic transfer to a bank account designated by the Company or by
other means acceptable to the Company, and the Company shall deliver to Elbit against
such payment and the delivery of the signature page to the RRA, the following documents
and instruments:  



	  	2.1.1       
duly
executed share certificate(s) issued in the name of Elbit representing the Shares issued
to Elbit at the Closing and a warrant certificate in substantially the form attached
hereto as Schedule 2.1.1;  






	  	2.1.2       
a
copy of the duly executed resolutions of the Company’s Board of Directors (the “Board”)
approving the Transaction Documents, the issuance of the Shares, the Warrants and the
Warrant Shares issuable upon exercise of the Warrants (collectively, the “Securities”)
and the increase in the Company’s authorized share capital;  






	 	2.1.3        
a
copy of the resolutions of the shareholders of the Company approving the Transaction
Documents, the issuance of the Securities and the increase in the Company’s
authorized share capital;  






	  	2.1.4       
an
executed Registration Rights Agreement, in the form attached hereto as Schedule
2.1.4 executed by the Company and Elbit (the “RRA”); and  






	  	2.1.5       
a
notice to the Israel Company’s Registrar notifying it of the duly adopted amendment
to Article 5(a) of the Company’s Articles of Association, pursuant to which the
Company’s authorized share capital shall be increased from NIS 60,000,000 to NIS
90,000,000.  


















2.2     At the
Closing, the Company shall transfer to Elbit the amount of all the interest accrued on
the Loan Amount between April 1, 2007 until the Closing.  



All such transactions and actions
listed in this Section 2 above shall be deemed to take place simultaneously and no
transaction or action shall be deemed to have been completed or taken and no document or
instrument shall be deemed delivered until all such transactions and actions have been
completed and taken and all required documents and instruments delivered. 



3.     Representations
and Warranties of the Company  



3.1     The
Company is duly organized and validly existing under the laws of the State of Israel, and
has full corporate power and authority to own, lease and operate its properties and
assets and to conduct its business as now being conducted and as proposed to be
conducted. The Company has all requisite power and authority to execute and deliver
Transaction Documents, and to consummate the transactions contemplated hereby and
thereby. All corporate actions on the part of the Company necessary for the
authorization, execution, delivery, and performance of all of the Company’s
obligations under the Transaction Documents and for the authorization, issuance,
allotment, sale and delivery of the Shares has been (or will be) taken prior to the
Closing. Each of the Transaction Agreements, when executed and delivered by or on behalf
of the Company, shall constitute the valid and legally binding obligations of the
Company, legally enforceable against the Company in accordance with their respective
terms. No consent, approval, order, license, permit, action by, or authorization of or
designation, declaration, or filing with any governmental authority on the part of the
Company is required that has not been, or will not have been, obtained by the Company
prior to the Closing in connection with the valid execution, delivery and performance of
each of the Transaction Agreements.  



3.2     The
Shares, when issued and allotted in accordance with this Agreement, will be duly
authorized, validly issued, and upon payment therefor, fully paid, nonassessable, and
free of any preemptive rights, and will have the rights, preferences, privileges, and
restrictions set forth in the Articles of Association of the Company (the “Articles”),
and will be free and clear of any liens, claims, encumbrances or third party rights of
any kind and duly registered in the name of Elbit in the Company’s share transfer
register. The Warrant Shares issuable upon conversion of the Warrants have been duly
authorized and reserved for issuance by all necessary corporate action and, when issued
and allotted in accordance with the terms of the Articles, will be duly and validly
issued, and upon payment thereof, fully paid, non-assessable, and free of any preemptive
rights, will have the rights, preferences, privileges and restrictions set forth in the
Articles, and will be free and clear of any liens, encumbrances, claims, or third party
rights of any kind and duly registered in the name of Elbit in the Company’s
register.  



3.3     The
Company has filed all reports required to be filed by it under the Securities Act and the
Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the twelve months
preceding the date hereof (or such shorter period as the Company was required by law to
file such reports) (the foregoing materials together with reports on Form 6-K furnished
by the Company to the Commission being collectively referred to herein as the “SEC
Reports”) on a timely basis or has timely filed a valid extension of such time
of filing and has filed any such SEC Reports prior to the expiration of any such
extension. As of their respective dates, the SEC Reports complied in all material
respects with the requirements of the Securities Act and the Exchange Act and the rules
and regulations of the Commission promulgated thereunder, and none of the SEC Reports,
when filed, contained any untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not misleading. The
Company is currently eligible to register its ordinary shares for resale by the Elbit
under Form F-3 or similar form promulgated under the Securities Act.  















3.4     The
Company represents and warrants to Elbit that it is not aware of any information which
has not been disclosed to Elbit, which has or could have a material and adverse effect on
the results of operations, assets, business or condition (financial or otherwise) of the
Company or which a reasonable investor considering an investment in the Company, would
likely want to know.  



     4.    
          Representations and Warranties of Elbit. Elbit hereby represents
          and warrants to the Company as follows: 



4.1     Enforceability.
As of Closing each of the Transaction Documents, when executed and delivered by Elbit,
will constitute the valid, binding and enforceable obligations of Elbit, and will not
violate any provision of the charter documents of Elbit, or any instrument, judgement,
order, writ, decree, contract, agreement, law, rule or regulation to which it is a party,
or by which it is bound.  



4.2     Authorization.
As of Closing, the execution, delivery and performance of the obligations of Elbit
hereunder have been duly authorized by all necessary corporate action. Elbit is duly
organized and properly registered in Israel.  



4.3     Brokers.
No agent, broker, investment banker, person or firm acting in a similar capacity on
behalf of or under the authority of Elbit are or will be entitled to receive from the
Company any broker’s or finder’s fee or any other commission or similar fee,
directly or indirectly, on account of any action taken by Elbit in connection with any of
the transactions contemplated under this Agreement.  



4.4     Experience.
Elbit is an experienced investor and has such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of a prospective
investment in the Company in accordance with the terms of this Agreement. Elbit
represents and agrees that the Shares, Warrants and if exercised the Warrant Shares are
purchased for its own account and not with a view towards, or for resale in connection
with the public sale or distribution thereof, except pursuant to sales permitted or
exempted under the U.S. Securities Act of 1933.  



4A     Undertaking The
Company undertakes that it shall convene a shareholders meeting for the purpose of
approving this Agreement and any necessary increase in the Company’s share capital
within no later than 60 days from the date hereof.  



5.     Miscellaneous.  



5.1     Governing
Law; Jurisdiction. This Agreement shall be governed by and construed according to the
laws of the State of Israel, without regard to the conflict of laws provisions thereof.
Any dispute arising under or in relation to this Agreement shall be resolved in the
competent court of Tel Aviv-Jaffa district in Israel, and each of the parties hereby
submits irrevocably to the jurisdiction of such court to the exclusion of any court of
any other jurisdiction.  















5.2     Survival.
The representations and warranties of each of the Company and Elbit set forth in Sections
3 and 4, respectively, shall survive for a period of two years following the Closing.  



5.3     Successors
and Assigns. Except as otherwise provided herein, the provisions hereof shall inure
to the benefit of, and be binding upon, the successors, heirs, executors and
administrators of the parties hereto.  



5.4    Entire
Agreement; Amendment. This Agreement and the other documents delivered pursuant
hereto at the Closing constitute the full and entire understanding and agreement between
the parties with regard to the subjects hereof and thereof, and no party shall be liable
or bound to any other party in any manner with regard to the subjects hereof or thereof
by any warranties, representations or covenants except as specifically set forth herein
or therein. Except as expressly provided herein, neither this Agreement nor any term
hereof may be amended, waived, discharged or terminated other than by a written
instrument signed by the party against whom enforcement of any such amendment, waiver,
discharge or termination is sought.  



5.5     Further
Actions.  At any time and from time to time, each party agrees, without further
consideration, to take such actions and to execute and deliver such documents as may be
reasonably necessary to effectuate the purposes of this Agreement.  



5.6     Delays
or Omissions. Except as expressly provided herein, no delay or omission to exercise
any right, power or remedy accruing to any party to this Agreement upon any breach or
default of any other party under this Agreement, shall impair any such right, power or
remedy of such non-defaulting party nor shall it be construed to be a waiver of any such
breach or default, or an acquiescence therein, or of or in any similar breach or default
thereafter occurring; nor shall any waiver of any single breach or default be deemed a
waiver of any other breach or default theretofore or thereafter occurring. Any waiver,
permit, consent or approval of any kind or character on the part of any party of any
breach or default under this Agreement, or any waiver on the part of any party of any
provisions or conditions of this Agreement, must be in writing and shall be effective
only to the extent specifically set forth in such writing. All remedies, either under
this Agreement or by law or otherwise afforded to any party to this Agreement, shall be
cumulative and not alternative, unless otherwise expressly provided herein.  



5.7     Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be
enforceable against the parties actually executing such counterparts, and all of which
together shall constitute one instrument.  



5.8     Notices.
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) two business days in Israel
after deposit with an overnight courier 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- 8661700










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 Elbit: 









			
		3 Azrieli Center

Tel-Aviv,

Israel
		Telephone:

Fax:

Attn:	+(972) 3-607-5518

+(972) 3-608-5556

General Counsel







IN WITNESS WHEREOF, the
parties have signed this Agreement on the date as indicated above. 



        IN
WITNESS WHEREOF the parties have signed this Share Purchase Agreement as of the date first
hereinabove set forth. 




				
	ELBIT VISION SYSTEMS LTD.

	ELBIT LTD.


	By:

Name:

Title:	______________________

______________________

______________________	By:

Name:

Title:	______________________

______________________

______________________