F-1









Exhibit 4.10  



FORM OF WARRANT 



NEITHER THE ISSUANCE AND SALE OF THE
SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES
ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO REGISTRATION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED OR IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM
REGISTRATION ACCOMPANIED BY AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED UNDER SUCH ACT. HEDGING TRANSACTIONS INVOLVING THESE
SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS
AMENDED. 



ELBIT VISION SYSTEMS LTD. 



WARRANT TO PURCHASE
ORDINARY SHARES 



Warrant No.: 

Number of Shares:
396,825 

Date of Issuance: July
31, 2007 (“ISSUANCE DATE”) 




Elbit Vision Systems Ltd., a company
organized under the laws of the State of Israel (the “COMPANY”), hereby
certifies that, for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Elbit Ltd. the registered holder hereof or its permitted assigns
(the “HOLDER”), is entitled, subject to the terms set forth below, to purchase
from the Company, at the Exercise Price (as defined below) then in effect, upon surrender
of this Warrant to purchase Ordinary Shares (including all Warrants to purchase Ordinary
Shares issued in exchange, transfer or replacement hereof, the “WARRANT”), at
any time or times on or after the date hereof, but not after 11:59 P.M., Israel Time, on
the Expiration Date (as defined below), three hundred and ninety-six thousand eight
hundred and twenty-five (396,825)fully paid and nonassessable Ordinary Shares (as defined
below) (the “WARRANT SHARES”). Except as otherwise defined herein, capitalized
terms in this Warrant shall have the meanings set forth in Section 12. This Warrant is
issued pursuant to Section 2 of that certain Securities Purchase Agreement, dated as of
June 21, 2007 (the “INITIAL ISSUANCE DATE”), among the Company and the Holder
(the “SECURITIES PURCHASE AGREEMENT”). 
















        1.
          EXERCISE OF WARRANT.  





        a.
          Subject to the terms and conditions hereof, this Warrant may be exercised by
the           Holder on any day, in whole or in part, by (i) delivery of a written
notice, in           the form attached hereto as EXHIBIT A (the “EXERCISE NOTICE”),
of the           Holder’s election to exercise this Warrant (ii) unless the Holder
is           electing a “cashless” exercise, payment to the Company of an
amount           equal to the applicable Exercise Price multiplied by the number of
Warrant           Shares as to which this Warrant is being exercised (the “AGGREGATE
EXERCISE           PRICE”) in cash or wire transfer of immediately available funds,
which may           be paid, at the sole discretion of the Holder, in U.S. Dollars or in
New Israeli           Shekels, at the representative exchange rate in effect on that day,
and (iii)           the delivery to the Company of this Warrant. Execution and delivery
of the           Exercise Notice with respect to less than all of the Warrant Shares
shall have           the same effect as cancellation of the original Warrant and issuance
of a new           Warrant evidencing the right to purchase the remaining number of
Warrant Shares.           On or before the first Business Day following the date on which
the Company has           received each of the Exercise Notice, this Warrant and the
Aggregate Exercise           Price (the “EXERCISE DELIVERY DOCUMENTS”), the
Company shall transmit           by facsimile an acknowledgment of confirmation of
receipt of the Exercise           Delivery Documents to the Holder and the Company’s
transfer agent (the           “TRANSFER AGENT”). On or before the third
Business Day following the           date on which the Company has received all of the
Exercise Delivery Documents           (the “SHARE DELIVERY DATE”), the Company
shall (X) provided that the           Transfer Agent is participating in The Depository
Trust Company           (“DTC”) Fast Automated Securities Transfer Program,
upon the request           of the Holder, credit such aggregate number of Ordinary Shares
to which the           Holder is entitled pursuant to such exercise to the Holder’s
or its           designee’s balance account with DTC through its Deposit Withdrawal
Agent           Commission system, or (Y) if the Transfer Agent is not participating in
the DTC           Fast Automated Securities Transfer Program, issue and dispatch by
overnight           courier to the address as specified in the Exercise Notice, a
certificate,           registered in the name of the Holder or its designee, for the
number of Ordinary           Shares to which the Holder is entitled pursuant to such
exercise. Upon delivery           of the Exercise Delivery Documents, the Holder shall be
deemed for all corporate           purposes to have become the holder of record of the
Warrant Shares with respect           to which this Warrant has been exercised,
irrespective of the date of delivery           of the certificates evidencing such
Warrant Shares. If this Warrant is submitted           in connection with any exercise
pursuant to this Section 1(a) and the number of           Warrant Shares represented by
this Warrant submitted for exercise is greater           than the number of Warrant
Shares being acquired upon an exercise, then the           Company shall as soon as
practicable and in no event later than five Business           Days after any exercise
and at its own expense, issue a new Warrant (in           accordance with Section 6(d))
representing the right to purchase the number of           Warrant Shares purchasable
immediately prior to such exercise under this           Warrant, less the number of
Warrant Shares with respect to which this Warrant is           exercised. No fractional
Ordinary Shares are to be issued upon the exercise of           this Warrant, but rather
the number of Ordinary Shares to be issued shall be           rounded up or down to the
nearest whole number. The Company shall pay any and           all taxes which may be
payable with respect to the issuance and delivery of           Warrant Shares upon
exercise of this Warrant.  





        b.
          EXERCISE PRICE. For purposes of this Warrant, “EXERCISE PRICE” means
          $0.45, U.S Dollars, subject to adjustment as provided herein.  




        c.
          CASHLESS EXERCISE. The Holder may notify the Company in an Exercise Notice
          of its election to utilize cashless exercise, in which event the Company shall
          issue to the Holder the number of Warrant Shares determined as follows:  





	 	
X
= Y [(A-B)/A] 






	 	
where: 






	 	
X
= the number of Warrant Shares to be issued to the Holder. 






	 	
Y
= the number of Warrant  Shares with  respect to which this  Warrant
                                    is being exercised. 






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A
= the  average  of the  closing  prices for the three  Trading  Days
                                    immediately prior to (but not including) the Exercise
Date. 






	 	
B
= the Exercise Price. 







        For
purposes of Rule 144 promulgated under the Securities Act, it is intended, understood and
acknowledged that the Warrant Shares issued in a cashless exercise transaction shall be
deemed to have been acquired by the Holder, and the holding period for the Warrant Shares
shall be deemed to have commenced, on the date this Warrant was originally issued. 



        “TRADING
DAY” means (i) a day on which the Ordinary Shares are traded on a Trading
Market (other than the OTC Bulletin Board), or (ii) if the Ordinary Shares are not listed
on a Trading Market (other than the OTC Bulletin Board), a day on which the Ordinary
Shares are traded in the over-the-counter market, as reported by the OTC Bulletin Board,
or (iii) if the Ordinary Shares are not quoted on any Trading Market, a day on which the
Ordinary Shares are quoted in the over-the-counter market as reported by the National
Quotation Bureau Incorporated (or any similar organization or agency succeeding to its
functions of reporting prices); provided, that in the event that the Ordinary Shares are
not listed or quoted as set forth in (i), (ii) and (iii) hereof, then Trading Day shall
mean a Business Day. 



        2.
          ADJUSTMENT OF EXERCISE PRICE. If the Company at any time after the date of
          issuance of this Warrant subdivides (by any stock split, stock dividend,
          recapitalization or otherwise) one or more classes of its outstanding share
          capital into a greater number of shares, the Exercise Price in effect
          immediately prior to such subdivision will be proportionately reduced and the
          number of Warrant Shares will be proportionately increased. If the Company at
          any time after the date of issuance of this Warrant combines (by combination,
          reverse stock split or otherwise) one or more classes of its outstanding share
          capital into a smaller number of shares, the Exercise Price in effect
          immediately prior to such combination will be proportionately increased and the
          number of Warrant Shares will be proportionately decreased. Any adjustment
under           this Section 2 shall become effective at the close of business on the
date the           subdivision or combination becomes effective.  




        3.
          RIGHTS UPON CONSOLIDATION OR MERGER. In case of any consolidation or merger to
          which the Company shall be a party, other than a consolidation or merger in
          which the Company shall be the surviving or continuing corporation, or in case
          of any sale or conveyance to another entity of all or substantially all of the
          property of the Company, or in the case of any statutory exchange of securities
          with another entity (including any exchange effected in connection with a
merger           of any other corporation with the Company), the Holder shall have the
right           thereafter to convert this Warrant into the kind and amount of
securities, cash           or other property which it would have owned or have been
entitled to receive           immediately after such consolidation, merger, statutory
exchange, sale or           conveyance had this Warrant been exercised immediately prior
to the effective           date of such transaction and, if necessary, appropriate
adjustment shall be made           in the application of the provisions set forth in
Section 2 with respect to the           rights and interests thereafter of the Holder to
the end that the provisions set           forth in Section 2 shall thereafter
correspondingly be made applicable, as           nearly as may reasonably be, in relation
to any shares of stock or other           securities or property thereafter deliverable
upon the exercise of this Warrant.  




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        4.
          NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will
          not, by amendment of its Articles of Association or through any reorganization,
          transfer of assets, consolidation, merger, dissolution, issue or sale of
          securities, or any other voluntary action, avoid or seek to avoid the
observance           or performance of any of the terms of this Warrant, and will at all
times in           good faith carry out all the provisions of this Warrant and take all
action as           may be required to protect the rights of the holder of this Warrant.
Without           limiting the generality of the foregoing, the Company (i) will not
increase the           par value of any Ordinary Shares receivable upon the exercise of
this Warrant           above the Exercise Price then in effect, (ii) will take all such
actions as may           be necessary or appropriate in order that the Company may
validly and legally           issue fully paid and nonassessable Ordinary Shares upon the
exercise of this           Warrant, and (iii) will, so long as this Warrant is
outstanding, take all action           necessary to reserve and keep available out of its
authorized and unissued           Ordinary Shares, solely for the purpose of effecting
the exercise of this           Warrant, 100% of the number of Ordinary Shares as shall
from time to time be           necessary to effect the exercise of this Warrant or any
remaining part hereof.  




        5.
          WARRANT HOLDER NOT DEEMED A SHAREHOLDER. Except as otherwise specifically
          provided herein, no holder, solely in such Person’s capacity as a holder,
          of this Warrant shall be entitled to vote or receive dividends or be deemed the
          holder of shares of the Company for any purpose, nor shall anything contained
in           this Warrant be construed to confer upon the holder hereof, solely in such
          Person’s capacity as a holder of this Warrant, any of the rights of a
          shareholder of the Company, including any right to vote, give or withhold
          consent to any corporate action (whether any reorganization, issue of stock,
          reclassification of share capital, consolidation, merger, conveyance or
          otherwise), receive notice of meetings, receive dividends or subscription
          rights, or otherwise, prior to the issuance to the holder of this Warrant of
the           Warrant Shares which such Person is then entitled to receive upon the due
          exercise of this Warrant. In addition, nothing contained in this Warrant shall
          be construed as imposing any liabilities on such holder to purchase any
          securities (upon exercise of this Warrant or otherwise) or as a shareholder of
          the Company, whether such liabilities are asserted by the Company or by
          creditors of the Company. For the avoidance of doubt, nothing in this paragraph
          shall be construed as removing any rights of the Holder as the holder of a
          warrant of the Company, as provided by applicable law.  




        6.
          REISSUANCE OF WARRANTS.  




        a.
          TRANSFER OF WARRANT. If this Warrant is to be transferred, the holder shall
          surrender this Warrant to the Company, whereupon the Company will forthwith
          issue and deliver upon the order of the holder of this Warrant a new Warrant
(in           accordance with Section 6(d)), registered as the holder of this Warrant may
          request, representing the right to purchase the number of Warrant Shares being
          transferred by the Holder and, if less then the total number of Warrant Shares
          then underlying this Warrant is being transferred, a new Warrant (in accordance
          with Section 6(d)) to the holder of this Warrant representing the right to
          purchase the number of Warrant Shares not being transferred.  




        b.
          LOST, STOLEN OR MUTILATED WARRANT. Upon receipt by the Company of evidence
          reasonably satisfactory to the Company of the loss, theft, destruction or
          mutilation of this Warrant, and, in the case of loss, theft or destruction, of
          any indemnification undertaking by the holder of this Warrant to the Company in
          customary form and, in the case of mutilation, upon surrender and cancellation
          of this Warrant, the Company shall execute and deliver to the Holder a new
          Warrant (in accordance with Section 6(d)) representing the right to purchase
the           Warrant Shares then underlying this Warrant.  



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        c.
          WARRANT EXCHANGEABLE FOR MULTIPLE WARRANTS. This Warrant is exchangeable, upon
          the surrender hereof by the holder of this Warrant at the principal office of
          the Company, for a new Warrant or Warrants (in accordance with Section 6(d))
          representing in the aggregate the right to purchase the number of Warrant
Shares           then underlying this Warrant, and each such new Warrant will represent
the right           to purchase such portion of such Warrant Shares as is designated by
the holder           of this Warrant at the time of such surrender; provided, however,
that no           Warrants for fractional Ordinary Shares shall be given.  




        d.
          ISSUANCE OF NEW WARRANTS. Whenever the Company is required to issue a new
          Warrant pursuant to the terms of this Warrant, such new Warrant (i) shall be of
          like tenor with this Warrant, (ii) shall represent, as indicated on the face of
          such new Warrant, the right to purchase the Warrant Shares then underlying this
          Warrant (or in the case of a new Warrant being issued pursuant to Section 6(a)
          or Section 6(c), the Warrant Shares designated by the holder of this Warrant
          which, when added to the number of Ordinary Shares underlying the other new
          Warrants issued in connection with such issuance, does not exceed the number of
          Warrant Shares then underlying this Warrant), (iii) shall have an issuance
date,           as indicated on the face of such new Warrant, which is the same as the
Issuance           Date, and (iv) shall have the same rights and conditions as this
Warrant.  




        7.
          NOTICES. Whenever notice is required to be given under this Warrant, unless
          otherwise provided herein, such notice shall be given in accordance with
Section           5(g) of the Securities Purchase Agreement. The Company shall provide
the holder           of this Warrant with prompt written notice of all actions taken
pursuant to this           Warrant, including in reasonable detail a description of such
action and the           reason therefor. Without limiting the generality of the
foregoing, the Company           will give written notice to the holder of this Warrant
(i) promptly upon any           adjustment of the Exercise Price, setting forth in
reasonable detail, and           certifying, the calculation of such adjustment and (ii)
at least fifteen days           prior to the date on which the Company takes a record (A)
with respect to any           dividend or distribution upon the Ordinary Shares, or (B)
with respect to any           consolidation or merger provided in each case that such
information shall be           made known to the public prior to or in conjunction with
such notice being           provided to such holder.  




        8.
          AMENDMENT AND WAIVER. Except as otherwise provided herein, the provisions of
          this Warrant may be amended and the Company may take any action herein
          prohibited, or omit to perform any act herein required to be performed by it,
          only if the Company has obtained the written consent of the Holder.  




        9.
          GOVERNING LAW. This Warrant 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. 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.  




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        10.
          CONSTRUCTION; HEADINGS. This Warrant shall be deemed to be jointly drafted by
          the Company and the Holder and shall not be construed against any person as the
          drafter hereof. The headings of this Warrant are for convenience of reference
          and shall not form part of, or affect the interpretation of, this Warrant.  




        11.
          REMEDIES, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies
          provided in this Warrant shall be cumulative and in addition to all other
          remedies available under this Warrant, the Securities Purchase Agreement, the
          Registration Rights Agreement, at law or in equity (including a decree of
          specific performance and/or other injunctive relief), and nothing herein shall
          limit the right of the holder of this Warrant right to pursue actual damages
for           any failure by the Company to comply with the terms of this Warrant. The
Company           acknowledges that a breach by it of its obligations hereunder will
cause           irreparable harm to the holder of this Warrant and that the remedy at law
for           any such breach may be inadequate. The Company therefore agrees that, in
the           event of any such breach or threatened breach, the holder of this Warrant
shall           be entitled, in addition to all other available remedies, to an
injunction           restraining any breach, without the necessity of showing economic
loss and           without any bond or other security being required.  






        12.
          TRANSFER. Subject to compliance with any applicable securities laws, this
          Warrant may be offered for sale, sold, transferred or assigned without the
          consent of the Company.  




        12.
          CERTAIN DEFINITIONS. For purposes of this Warrant, the following terms shall
          have the following meanings:  




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



        “EXPIRATION
DATE” means forty-eight (48) months after the Payment Date (as defined in the
Securities Purchase Agreement) pursuant to which this Warrant was initially issued;
provided, however, that if such date falls on a day other than a Business Day or on which
trading does not take place on the Principal Market (a “Holiday”), the next date
that is not a Holiday. 



        “OPTIONS”
means any rights, warrants or options to subscribe for or purchase Ordinary Shares. 



        “ORDINARY
SHARES” means (i) the Company’s Ordinary Shares, par value NIS 1.0 per share. 



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



        “PRINCIPAL
MARKET” means NASD Over-the-Counter Bulletin Board or in the event that the Company
is no longer listed with NASD Over-the-Counter Bulletin Board, the market or exchange on
which the Ordinary Shares are then listed and traded, which only may be The New York Stock
Exchange, Inc., the American Stock Exchange or the Nasdaq National Market. 



        “REGISTRATION
RIGHTS AGREEMENT” means that certain Registration Rights Agreement between the
Company and the Holder.  





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[SIGNATURE PAGE FOLLOWS] 



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[Signature page
– Warrant] 



IN WITNESS WHEREOF, the Company has
caused this Warrant to Purchase Ordinary Shares to be duly executed as of the Issuance
Date set out above. 



ELBIT VISION SYSTEMS LTD.





By:_________________________________

Name: David Gal    Yaron Menashe

Title:   CEO                       CFO




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EXHIBIT A 

EXERCISE NOTICE



TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT TO PURCHASE ORDINARY SHARES



ELBIT VISION SYSTEMS LTD.. 



The undersigned holder hereby
exercises the right to purchase _________________ of the Ordinary Shares (“WARRANT
SHARES”) of Elbit Vision Systems Ltd., a company organized under the laws of the
State of Israel (the “Company”), evidenced by the attached Warrant to Purchase
Ordinary Shares (the “WARRANT”). Capitalized terms used herein and not otherwise
defined shall have the respective meanings set forth in the Warrant. 



         1.
          Form of Exercise Price. The Holder intends that payment of the Exercise Price
          shall be made as: 


____________ a "CASH EXERCISE" with respect to _________________ Warrant Shares.; or


____________ a "CASHLESS EXERCISE" with respect to _________________ Warrant Shares.



        2.
          Payment of Exercise Price. If using a “Cash Exercise: The holder is hereby
          delivering to the Company payment in the amount of $_________ or NIS _________
          representing the Aggregate Exercise Price for such Warrant Shares.  




        3.
          Delivery of Warrant Shares. The Company shall deliver to the holder __________
          Warrant Shares in accordance with the terms of the Warrant.  




Date: _______________ __,
______ 




_________________________________

Name of Registered Holder 



By:_________________________________

Name: 

Title: 



9