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Exhibit 4.13

# CONSULTING AGREEMENT

THIS
CONSULTING AGREEMENT (this Agreement), effective as of the first day of
November 2007 (the Effective Date), by and between Elbit Vision Systems
Ltd., company number 52-0042854, a company organized under the laws of the State of Israel
(the Company) and MA&AT Handels GmbH, a company organized under the
laws of the State of Austria (the Consulting Company), which shall
provide the Services (as defined below) solely through its designated representative (the
Consulting Company and its designated representative set forth in Section 10.8 below shall
be collectively referred to herein as the Consultant).

W 
I  T  N   E  S  S  E  T  H:

WHEREAS,
the Company and the Consulting Company entered into an Agreement dated May 1, 2006 (the
First Agreement), pursuant to which the Company engaged the Consulting
Company as an independent contractor to provide certain consulting services to the
Company; and

WHEREAS,
the Company and the Consulting Company wish to enter into a new Consulting Agreement which
will supersede and replace the First Agreement, pursuant to which the Company and the
Consulting Company shall agree new engagement terms, as set forth more fully herein,

NOW,
THEREFORE, the parties agree as follows:

1.    
          Term. This Agreement shall commence on the Effective Date, and shall
          continue in force until it is terminated in accordance with Section 1.1 below.

1.1        For
the first three (3) months following the Effective Date the Company may terminate this
Agreement, immediately upon the provision of notice by the Company to the Representative
and thereafter, either party may terminate this Agreement by providing thirty (30) days
advance written notice to the other party. Notwithstanding the aforementioned, in the
event of a material breach by either party, the non-breaching party may terminate this
Agreement immediately upon the delivery of a written notice to the breaching party. The
provisions of Sections 6, 7 and 8 herein shall survive any termination of this Agreement.

2.    
          Scope of Services.

The
Consulting Party hereby agrees to assist the Company by promoting the sales and marketing
of products of the Companys UT Products through the activities described in
Appendix A hereto (the Services). The Consultant
will be appointed Vice President, Sales and Marketing of the Company and shall report to
the Companys CEO.



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3.    
          Remuneration.

3.1        In
consideration for the Services hereunder, the Company agrees to pay the Consultant
Company:

(a)
monthly fee of fifteen thousand US dollars ($15,000);

(b)
commission on the sales of UT Products (excluding spare parts, time and
          materials) in the territories set forth in Appendix B,
          where such sales are the result of the performance of the Services by the
          Consultant, equal to two percent (2%) of the net sale price of such UT Products
          (after deduction of taxes, duties and commissions paid to other parties).

(c)
          An additional commission of one percent (1%) of gross profit per UT Product
sold           in accordance with the provisions of Section 3.1(b), which gross profit
shall be           certified by the Companys Chief Financial Officer, within no
more than 30           days following receipt by the Company of the proceeds of such
sale.

3.2        VAT. The
payments referenced in Section 3.1do not include Value Added Tax (VAT). In
the event VAT shall be due on any payments to be made by the Company under this
Agreement, such payments shall be made to the Consulting Company against provision of a
valid Israeli value-added tax invoice and the Company shall add such VAT to the relevant
payment.

3.3        Payment.
Payment of the fee set forth in Section 3.1(a) shall be paid one month in arrears.
Payment of the sums set forth in Sections 3.1(b) and 3.1(c) shall become due only
following receipt of the net sales price of the UT Products, by the Company. All payments
under this Section shall be paid no later than the ninth day of the calendar month
following the date on which payment was due, and shall be paid only upon receipt by the
Company of an invoice from the Consulting Company.

4.    
          Expenses. The Consultant Company shall be entitled to reimbursement for
          reasonable expenses incurred in performing the Services, in accordance with the
          expense reimbursement policy of the Company.

5.    
          Car. The Company shall lease a class 4 automobile (the
          Car), for the purposes of the Representative fulfilling his
          duties hereunder and will place the Car at the disposal of the Representative.
          The Company shall bear all costs related to the use and upkeep of the Car in
          accordance with the Companys Car Policy and excluding any fines for
          traffic related violations and the like. Such payments shall be the Consultant
          Companys responsibility and should be paid immediately when required by
          applicable law. It is hereby expressly agreed that all tax consequences of the
          benefits related to the Car shall be borne by the Consultant Company and that
          the Company will deduct from the fees the applicable tax amount (as of the date
          hereof the cost of the Car is NIS 2,150 per month).



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6.    
          Confidentiality.

6.1        Proprietary
Information. The Consultant recognizes and acknowledges that the designs, inventions,
improvements, business information, customer lists, business strategy, financial
information, trade secrets, software systems (including specifications, programs and
documentation), the methods and data, and the developments, and works of authorship,
which the Company or any of its subsidiaries uses, owns, plans or develops (whether for
their own use or for use by their clients) are confidential and are the property of the
Company. All of these materials and information, other than material or information then
already in the public domain through no act or omission by the Consultant, will be
referred to below as Proprietary Information.

6.2        Non-Disclosure.The
Consultant agrees that, except as directed by the Company, and in the ordinary course of
the business of the Company or any of its subsidiaries, such Consultant will not during
or after his service with the Company disclose to any person or entity or use, directly
or indirectly for such Consultants own benefit or the benefit of others, any
Proprietary Information, or permit any person to examine or make copies of any documents
which may contain or be derived from Proprietary Information.

6.3        Confidential
Information of Others.The Consultant will not use, disclose to the Company, or
induce the Company to use, during his service with the Company, any confidential
information or documents belonging to others.

7.    
          Intellectual Property Rights.

7.1        For
purposes of this Agreement, Intellectual Property means the following
items of intangible and tangible property:

| | (i)        Patents,
whether in the form of utility patents or design patents and all           pending
applications for such patents;
| | -------------------------------------------------------------------------------------------------------------------------------------

| | (ii)        Trademarks,
trade names, service marks, designs, logos, trade dress, and trade           styles,
whether or not registered, and all pending applications for registration           of the
same;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)        Copyrights
or copyrightable material, including but not limited to books,           articles and
publications, whether or not registered, and all pending           applications for
registration of the same;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iv)        Inventions,
research records, trade secrets, confidential information, product           designs,
engineering specifications and drawings, technical information,           formulae,
customer lists, supplier lists and market analyses;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (v)        Computer
programs, including, without limitation, computer programs embodied in
          semiconductor chips or otherwise embodied, and related flow-charts, programmer
          notes, updates and data, whether in object or source code form; and
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (vi)        All
other intellectual property rights throughout the world.
| | ------------------------------------------------------------------------



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7.2        The
Consultant hereby assigns to the Company by way of future assignment all Intellectual
Property, originated, conceived, written or made by the Consultant during the term of its
service with the Company, which is in any way connected to the products or services of
the Company or any of its subsidiaries, including those products or services contemplated
in a plan adopted by the Board of Directors of the Company or any of its subsidiaries,
regardless of whether the Intellectual Property was made or acquired (i) during business
hours, (ii) at the premises of the Company, (ii) with the assistance of material supplied
by the Company or (iv) at the request of the Company.

7.3        The
Consultant will not use, disclose to the Company, or induce the Company to use, during
its service with the Company, any Intellectual Property or documents belonging to others.

8.     Competitive
Activity.

8.1     Non-Competition.
During the term of this Agreement and for a period of twelve (12) months from the date of
termination of this Agreement for any reason (the Termination Date),
the Consultant will not directly or indirectly:

(a)       
          carry on or hold an interest in any company, venture, entity or other business
          (other than a minority interest in a publicly traded company), whose principal
          place of business is Israel, which engages in the design, development,
          manufacture, marketing, and/or support of automatic optical inspection and
          non-destructive ultrasound inspection systems (a Competing
          Business).

(b)       
          act as a consultant or employee or officer or in any managerial capacity in a
          Competing Business or supply in competition with the Company or its subsidiaries
          restricted services to any person who, to his knowledge, was provided with
          services by the Company or its subsidiaries any time during the twelve (12)
          months immediately prior to the end of the Term;

(c)       
          solicit, canvass or approach or endeavor to solicit, canvass or approach any
          person who, to his knowledge, was provided with services by the Company or its
          subsidiaries at any time during the twelve (12) months immediately prior to the
          end of the Term, for the purpose of offering services or products which compete
          with the services or products supplied by the Company or its subsidiaries at the
          end of the Term; or

(d)       
          employ, solicit or entice away or endeavor to solicit or entice away from the
          Company or its subsidiaries any person employed by the Company or its
          subsidiaries any time during the twelve (12) months immediately prior the
          Termination Date with a view to inducing that person to leave such employment
          and to act for another employer in the same or a similar capacity.



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8.2        No
Breach of Previous Obligations. The Consultant hereby represents that the service
with the Company under this Agreement will not require it to violate or breach any
obligation to or agreement or confidence with any previous or current employer or third
party. No consent of any third party, is required as a condition to the validity of this
Agreement, and the Company will be under no obligation of payment or otherwise to any
third party in connection with the Services. The Consultant shall indemnify and hold the
Company harmless from any and all losses (including, but without limitation, any and all
claims, suits, liabilities, damages, costs, expenses, charges and fees of whatever kind
or nature (including reasonable attorneys fees))sustained or incurred by or
asserted against the Company arising out of or in any way relating to any breach of the
representation made in this Section 7. The Company represents that the execution and
performance of this Agreement will not require it to violate or breach any obligation to
or agreement or confidence with any third party. No consent of any third party, is
required as a condition to the validity of this Agreement.

9.     Relationship
of Parties; Indemnity.

9.1        The
Consultant Company warrants and represents that it  is an independent contractor,
owner of its own business, registered as an independent contractor and maintains a file
as an independent contractor with the Income Tax authorities.

9.2        The
Consultant warrants and represents that it is registered as a licensed dealer in all
required tax authorities, including the national insurance institute, and that it pays
and will continue to pay all applicable mandatory payments and taxes. For the avoidance
of doubt, the Consultant states that he fulfills and follows all Israeli applicable laws.
The Consultant Company states that it reports and pays all mandatory payments to
Consultant, as agreed by them and according to all applicable laws.

9.3        The
Company and the Consultant agree that the Consultant is an independent contractor and
that except as otherwise stated in this Agreement, the Company shall have no right to
control or direct the manner in which the Consultant performs his duties and services
under this Agreement. The Consultant understands and agrees that except as specifically
provided in this Agreement, the Company does not grant the Consultant the right or
authority to make or give any agreement, statement, representation, warranty or other
commitment, or to create any obligation of any kind, on behalf of the Company. This
Agreement shall not be construed to create any relationship of employment, association,
partnership or joint venture between the Company and the Consultant Company, the
Representative and/or any of the companies and or entities either of them control, nor
shall it be construed to create any relationship other than that of principal and
independent contractor between the Company and the Consultant Company and/or the
Representative. Neither the Consultant Company nor the Representative are an employee of
the Company, and the Company shall not be obligated to treat the Consultant Company or
the Representative as an employee.



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9.4        In
the event that the Company shall be demanded and/or obligated, to pay the Consultant
Company, any of its employees or consultants or any third party, any amount, or give the
Consultant or any third party any right, deriving from the existence of employer-employee
relationship between the Consultant Company, the Representative, any of the entities
either controls or any of such entitys consultants and employees and the Company,
and the Consultant shall indemnify the Company for any and all costs, liabilities and
expenses it may have in connection with such demand and/or obligation, including the
economical value of such right and including legal expenses.

9.5        Without
derogating from the abovementioned, if, as a result of a claim or suit by Consultant or
by any third party, a competent court of law rules that the relationship between
Consultant or any one on his behalf and Company hereunder is an employer-employee
relationship and/or that Consultant is entitled to rights or compensation usually given
to employees, the following directions will apply:

| | (a) | Consultants
monthly fee as an employee of Company shall be equal to the           average monthly
salary in Israel (as set forth in the National Insurance Law);
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | Consultant
will immediately pay Company all amounts paid to him beyond the sums           stated in
paragraph (a) above;
| | --- | ------------------------------------------------------------------------------------------------------------------------

| | (c) | Consultant
shall be liable to fully indemnify Company for any damages,           liabilities, or
other costs and expenses incurred in connection with any such           determination,
and Company shall be entitled to offset against any amount due to           Consultant
resulting from the determination that an employer-employee           relationship exists
between Company and Consultant, as set forth above, any           amount actually paid or
due to Consultant under this Agreement.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

10.     Miscellaneous.

10.1        Notice.
For the purpose of this Agreement, notices and all other communications provided for in
the Agreement shall be in writing and shall be deemed to have been duly given when
personally delivered or sent by registered mail, postage prepaid, addressed to the
respective addresses set forth below or last given by each party to the other, except
that notice of change of address shall be effective only upon receipt.

The initial addresses of the parties
for purposes of this Agreement shall be as follows:

| |                 |                                                                                                                       
| | --------------- | ----------------------------------------------------------------------------------------------------------------------
|
|
|
|
| | The Company:    | Elbit Vision Systems Ltd. 1 Ha'ofe str. P.O.B. 5030 Kadima 60920, Israel Fax: 09 -8661700 Att: Chief Financial Officer
| | The Consultant: | MA&AT Handels GmbH  Am Lugeck 1  1010 Vienna                                                                          



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10.2        No
Waiver. No provision of this Agreement may be modified, waived or discharged unless
such waiver, modification or discharge is agreed to in writing and signed by the
Consultant Company, the Representative and the Company. No waiver by either party hereto
at any time of any breach by the other party hereto of, or compliance with, any condition
or provision of this Agreement to be performed by such other party shall be deemed a
waiver of similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time.

10.3        Governing
Law. This Agreement shall be governed by and construed and enforced in accordance
with the laws of the State of Israel without giving effect to the principles of conflict
of law thereof.

10.4        Severability.
The provisions of this Agreement shall be deemed severable and the invalidity or
unenforceability of any provision shall not affect the validity or enforceability of the
other provisions hereof.

10.5        Entire
Agreement. This Agreement shall terminate First Agreement and constitutes the entire
agreement between the parties hereto and supersedes all prior agreements, understandings
and arrangements, oral or written, between the parties hereto with respect to the subject
matter hereof. No agreement or representations, oral or otherwise, express or implied,
with respect to the subject matter hereof have been made either party which are not
expressly set forth in this Agreement.

10.6        Assignment.
The Company shall have the right to assign this Agreement to any affiliate or subsidiary
of the Company or any corporation or other entity owning or acquiring all or
substantially all the assets and business of the Company (including this Agreement)
whether by operation of law or otherwise. Neither this Agreement nor any right or
interest hereunder shall be assignable or transferable by the Consultant Company or the
Representative, their beneficiaries or legal representatives.

10.7        Interpretation.
The section headings contained herein are for reference purposes only and shall not in
any way affect the meaning or interpretation of this Agreement.

10.8        Designated
Representative. The Consultant Company hereby assigns Mr. Nir Alon (the Representative)
as the sole provider of the Services to Company. For avoidance of any doubt, the
Consultant Company shall not assign any other representative to provide the Services
without the prior written consent of the Company.

10.9        Taxes
and Indemnification. In the event that the Company is required to make any payment or
withhold any sum pursuant to applicable tax laws of any relevant jurisdiction including
but not limited to any payment of value added tax according to the reverse charge mechanism
(the Tax Payment), such Tax Payment may be deducted from the
Consulting Fee by the Company. The Consultant hereby undertakes to indemnify and hold
harmless the Company against and in respect of any taxes or other fees, which the Company
may be required to pay to government authorities on behalf of Consultant as a result of
the relationship of the parties hereunder, including without limitation, Income Tax,
National Insurance and Health Insurance contributions.



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11     Corporate
Approval. Notwithstanding anything to the contrary herein,                     this
Agreement is contingent upon approval of this Agreement by the shareholders
                    of the Company.

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

|ELBIT VISION SYSTEMS LTD.
By:Name:Title:NIR ALON_______________________ | MA&AT Handels GmbH
By:Name:Title:
|----------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------



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# Appendix A

Consultant shall provide consulting
services in the following fields:

| | Overseeing
the Companys UT products sales & marketing activities in the relevant
territories as described at Appendix B.
|- | -------------------------------------------------------------------------------------------------------------------------

| | Managing
the Companys direct sales activities in additional territories to be agreed upon in
writing by the Company and the Consultant
|- | ---------------------------------------------------------------------------------------------------------------------------------------

| | Managing
the Company's agents & sales force (including work plans)
|- | ------------------------------------------------------------------

| | Issuing
quotations to potential customers
|- | -----------------------------------------

| | Responsibility
for achieving the Company's sales' objectives
|- | ------------------------------------------------------------

| | Overseeing
the Company's direct Unipart Rail activity
|- | -----------------------------------------------------

| | Managing
the Company's Marcom activities & its employee.
|- | --------------------------------------------------------

| | Supporting
the Company's Managing Directors in ASPC and in the US
|- | -----------------------------------------------------------------



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# Appendix B

Consultant shall provide the
services in the following territories:

Europe (excluding France)
     India
     South Africa



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