20-F










EXHIBIT 4.10  



Unofficial
translation from Hebrew  



July 31, 2001 



To:

Mr. ________________________ 




Dear Sir; 



Re: Exemption and
Indemnification Letter  



	Whereas  	on
December 4, 2000, the Company’s board of directors, after having obtained the
approval of the Company’s audit committee to that effect, resolved to approve the
Company’s undertaking to exempt and indemnify officeholders in the Company, in
accordance with the Companies Law, 5759 – 1999 (hereinafter: the “Companies
Law”) and pursuant to the terms of exemption and indemnification set forth in
this Letter; and 






	Whereas  	on
February 21, 2001, the Company’s general meeting likewise approved the said
resolution with respect to the directors in the Company; 






Notice is hereby given
to you, as follows: 



	  	1.  	Exemption
from Liability  






	 	
Subject
to the provisions of the Companies Law, the Company hereby exempts you from any liability
to the Company, for any damage caused by you to the Company, due to a breach of your duty
of care to the Company.  






	 	2.	Indemnity
Undertaking: 






	 	
The
Company hereby undertakes as follows:  






	 	2.1	To
indemnify you for any liability or expense, as set forth below, imposed on you in
consequence of any acts performed by you (including any acts predating this Letter)
and/or to be performed by you in your capacity as officeholder in the Company or in
private subsidiaries, relating to one or more of the types of events set forth in the
addendum to this Letter, provided the maximum amount of the indemnification shall not
exceed the amount set forth in subsection 2.2 below.  














	 	2.1.1 	Any
financial liability imposed on you in favor of another person under a judgment, including
a judgment entered under a settlement or an award approved by a court; 






	 	2.1.2 	Reasonable
litigation expenses, including attorneys’ fees incurred by you or with which you
will be charged by the Court, in a proceeding to be filed against you by the Company or
on its behalf or by any other person, or in criminal charges from which you will be
acquitted, or in criminal charges in which you are convicted of an offense which does not
require proof of mens rea. 






	 	2.2 	The
amount of the indemnification to be paid by the Company to all officeholders,
cumulatively, pursuant to all indemnity letters to be issued to them by the Company in
accordance with the indemnification resolution, due to one or more of the types of events
set forth in Appendix A, will be the lower of the following: (a) 25% (twenty five
percent) of the Company’s shareholders’ equity pursuant to the most recent
financial statements of the Company which are closest to the date of the actual
indemnification by the Company; (b) USD 40,000,000 (hereinafter: the “Maximum Indemnity
Amount”). The indemnity amount will be paid in addition to the amounts received,
if any, from an insurance company under the Company’s insurance policies, as in
effect from time to time.  






	 	2.3	If
and to the extent that the total indemnity amount which the Company is required to pay to
its officeholders, as set forth in subsection 2.1 above, exceeds the Maximum Indemnity
Amount or the balance of the Maximum Indemnity Amount (as existing at that time) pursuant
to subsection 2.2. above, the Maximum Indemnity Amount or the balance thereof will be
distributed between the officeholders entitled to indemnification, so that the indemnity
amount received by each officeholder, in effect, will be calculated at the ratio between
the amount of the indemnifiable liability of each of the officeholders and the amount of
the indemnifiable liability of all such officeholders, cumulatively, due to the same
event.  






	 	2.4	Upon
the occurrence of any event due to which you may be entitled to indemnification as
aforesaid, the Company will provide to you, from time to time, such funds as are required
to cover the expenses and other types of payments, relating to the handling of such legal
proceeding, so that you will not be required to pay or finance same in person, all
subject to such terms and provisions as set forth in this Indemnity Letter.  






	 	2.5	To
remove any doubts, it shall be clarified that upon the occurrence of any event which may
entitle you to indemnification, you may contact an attorney in good standing at your
option, other than an attorney who is not acceptable to the Company on reasonable
grounds, provided you give notice of the identity of the attorney to the Company,
immediately upon learning of the need to appoint such attorney. Should you fail to give
such notice, the Company will be entitled to appoint an attorney on your behalf, at its
discretion.  






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	 	3. 	The
indemnity undertaking pursuant to this Letter is subject to the                provisions
of the following section:






	 	3.1	You
shall give notice to the Company of any legal proceeding instituted against you in
connection with any event respecting which the indemnification may apply and of any
threat delivered to you in writing to the effect that a legal proceeding is to be
instituted against you, with due expedition after you first learn of such event and you
shall transfer to the Company or to anyone designated by the Company, any document with
respect to such proceeding.  






	 	3.2	Should
the Company appoint an attorney on your behalf in accordance with subsection 2.5 above,
the Company will be entitled to assume the handling of your defense against such legal
proceeding, and/or to hand over such handling to any attorney of good standing which the
Company selects to this end (other than an attorney who is not acceptable to you on
reasonable grounds), subject to the satisfaction of all the following cumulative
conditions: (a) The Company notifies within 45 days from the date of receipt of the
notice as aforesaid in subsection 3.1 above (or a shorter period – if so required
for the purpose of submitting your statement of defense or your response to the
proceeding), that it will indemnify the holder of the indemnity letter pursuant to the
provisions of this Letter; (b) the legal proceeding against the holder of the indemnity
letter only incorporates a claim for pecuniary compensation. The Company and/or such
attorney shall be entitled to act within the framework of such handling at their sole
discretion and bring such proceeding to an end; the attorney appointed as aforesaid shall
act under and shall owe a fidelity duty to the Company and to you. In the event that a
conflict of interests is created between you and the Company, the attorney shall give
notice thereof, you will be entitled to hire an attorney on your behalf and the
provisions of this indemnity letter shall apply to the expenses incurred by you in
connection with such appointment. If the Company opts to settle in respect of a financial
obligation or to decide the dispute by means of arbitration with respect to a financial
obligation, it may do so provided that the claim against you and/or the threatened claim
against you are completely removed. At the Company’s request, you will sign any
document empowering the Company, and/or any attorney as aforesaid, to handle your defense
in such proceeding on your behalf and to represent you in any matter pertaining thereto,
as aforesaid.  






	 	3.3	You
will collaborate with the Company and/or with any attorney as aforesaid in any reasonable
manner as may be required of you by any of them as part of their handling in connection
with such legal proceeding, provided that the Company attends to the covering of all your
expenses relating thereto, in such manner as you will not be required to pay or finance
them in person, all pursuant to the provisions of subsection 2.2 above.  






	 	3.4	Irrespective
of whether or not the Company acts as set forth in subsection 3.2 above, the Company will
attend to covering all the expenses and other types of payment set forth in subsection
2.1 above, so that you will not be required to pay or finance them in person, and so that
same shall not derogate from the indemnity guaranteed to you under the provisions of this
Letter, all subject to the provisions of subsection 2.2 above.  






3







	 	3.5	Your
indemnification with respect to any legal proceeding against you, as set forth in this
Letter, will not apply to any sum payable by you in the wake of any settlement or
arbitration, unless the Company agrees in writing to such settlement or to the conducting
of such arbitration, as the case may be.  






	 	3.6	The
Company will not be required to pay under this Letter any funds paid in effect to you or
on your behalf or in your stead in any manner whatsoever as part of any insurance
(purchased by the Company) or any indemnity undertaking whatsoever on the part of any
other person other than the Company. To remove any doubts, it is hereby clarified that
the Indemnity Amount under this Letter shall apply beyond (and in addition to) the amount
to be paid (if and to the extent paid), as part of such insurance and/or indemnification.  






	 	3.7	Upon
your request to effect a payment with respect to any event whatsoever pursuant to this
Letter, the Company shall take all measures required under law for the payment thereof
and shall act to attend to any approval required to this end, if any. If any approval
whatsoever as aforesaid is required for payment as aforesaid, and where such payment is
not approved accordingly on any ground whatsoever, such payment or any part thereof which
is not approved as aforesaid shall be subject to the court’s approval and the
Company shall act to obtain same.  






	 	4. 	The
Company’s obligations under this Letter shall be available to you also
               after the termination of your office as officeholder in the Company,
provided                that the acts for which the exemption from liability or indemnity
undertaking                are granted were performed and/or will be performed during
your term of office                as officeholder in the Company. 






	 	5. 	In
the event that the Company pays to you or on your behalf any sums whatsoever
               within the framework of this Letter with respect to such legal proceeding,
where                it subsequently turns out that you are not entitled to
indemnification from the                Company for such sums, these sums shall be deemed
as a loan extended to you by                the Company, such loan to be linked to the
CPI, and you shall be required to                repay such sums to the Company upon the
Company’s written demand to do so                and in accordance with such payment
schedule as shall be determined by the                Company. 






	 	6. 	In
this Indemnity Letter –






	 	
“Officeholder” – Within
the meaning of this term in the Companies Law, including a Company employee.  






	 	
“Act” or
any derivative thereof – Including any implied resolution and/or omission and
further including your acts prior to the date of this Indemnity Letter during your term
of office as Officeholder in the Company.  






	 	
Everything
stated in the masculine gender shall also imply the feminine gender.  






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	 	7. 	The
Company’s undertakings pursuant to this Indemnity Letter shall be
               interpreted broadly, in a manner intended to fulfill them, to the extent
               permitted under law, for the purpose for which they were designed. In the
event                of a conflict between any provision in this Indemnity Letter and
provisions of                the law that may not be contracted out, revised or
supplemented, such provision                of the law shall prevail, but same shall not
prejudice or derogate from the                force of the other provisions in this
Indemnity Letter. 






	 	8. 	The
addendum hereto constitutes an inseparable part hereof. 






	 	
In
Witness Whereof the Company Has Signed, via its duly authorized signatories.  






			——————————————

Elbit Medical Imaging
Ltd. 






	 	









	 	
I,
the  undersigned,  Mr.  _______________,  hereby confirm  receipt of this Letter and
acknowledge my consent to all the terms hereof.  







_____________________ 






	 	
Date:
_____________________  






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Addendum 



Subject to the provisions of the law,
the types of events are as follows: 



	1.  	Issue
of securities, including, without limitation to the foregoing, offering
               securities to the public under a prospectus, a private offering, issuance
of                bonus shares or offering of securities in any other manner whatsoever. 






	2.  	A
transaction within the meaning of Section 1 of the Companies Law, 5759 –               1999,
including transfer, sale or acquisition of assets or liabilities,
               including securities or granting or accepting any interest in any of the
above,                as well as any act directly or indirectly connected to such
transaction. 






	3.  	A
report or notice submitted under the Companies Law or the Securities Law,
               including regulations enacted thereunder, or in accordance with rules or
               guidelines prevailing in the stock exchange in or outside Israel, or any
law of                another country regulating similar matters and/or refraining from
submitting any                report or notice as aforesaid. 






	4.  	A
change in the Company’s structure or its reorganization or any resolution
               in respect thereof, including, without limitation to the generality of the
               aforesaid, merger, spin-off, a change in the Company’s capital,
foundation                of subsidiaries, winding up or selling them, allocation or
distribution. 






	5.  	Statement,
declaration, including expression of a position or opinion made in                good
faith by the officeholder in the course and by virtue of his capacity,
               including within the framework of meetings of the board of directors or
any of                its committees. 






	6.  	Any
act in conflict with the Company’s articles or memorandum of
               association. 






	7.  	Each
of the types of events set forth above, in respect of the office of the
               officeholder in a corporation controlled by the Company or in the Company’s
               affiliated corporation. 






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