F-3









Exhibit 4.4  



SHAREHOLDERS
AGREEMENT 



        THIS
SHAREHOLDERS AGREEMENT (this “Agreement”) is entered into as of February
21, 2006, by and between NIR ALON HOLDING GMBH (the “Alon Holdings”) with
its principal offices at c/o Nir Alon, Altro Warenhandels GmbH, Babenbergerstrasse 9/16
– 1010 Vienna, Austria, ALTRO WARENHANDELS GMBH (“Altro”) with its
principal offices at Babenbergerstrasse 9/16 – 1010 Vienna, Austria, NIR ALON of
Babenbergerstrasse 9/16 – 1010 Vienna, Austria (“Alon” and together
with Holdings and Altro, the “Alon Shareholder”) of Babenbergerstrasse
9/16 – 1010 Vienna, Austria, ELBIT LTD. (“Elbit”) with its principal
offices at 3 Azrieli Center, Triangle Building, 42nd Floor, Tel Aviv, 67023,
M.S. Master Investments (2002) Ltd. (“MS” and together with the Alon
Shareholder and Elbit, the “Parties”) with its principal offices at c/o
ScanMaster Systems (IRT) Ltd., 5B Ha’Nagar Street, Neve Ne’eman B, Hod Hasharon,
Israel 45800. 



        WHEREAS,
the parties are party to a Shareholders Agreement, dated March 28, 2001, as amended on
September 8, 2004 (the “Previous Agreement”), relating to their holdings
of shares in Elbit Vision Systems Ltd. (the “Company”), which is to be
terminated; 



        WHEREAS,
the parties are party to a Shareholders Agreement with Mivtach-Shamir Holdings Ltd. dated
February 21, 2006 (the “New Shareholders Agreement”), which to date is
not in effect and is anticipated to come into effect in the future in accordance with its
terms; 



        WHEREAS,
the parties wish to set forth certain matters regarding their holdings in the Company
following the termination of the Previous Agreement and prior to the effectiveness of the
New Shareholders Agreement; 



        NOW,
THEREFORE, the parties hereby agree as follows: 



         1.       
          Transfer of Shares by the Parties. 



        1.1.
          Any Party (the “Selling Party”) wishing to sell or otherwise
          transfer Ordinary Shares of the Company, to a person or entity who is not a
          Permitted Transferee, as defined hereinafter, or provided that such sale or
          transfer is not through the facilities of the NASDAQ National Market or other
          stock exchange or automatic quotation system, shall be required to first make
an           offer to the other Parties (each an “Offeree”), as set
forth           below.  




        1.2.
          The Selling Party shall send each Offeree a written offer in which the Selling
          Party shall specify the following information (the “Offer”):
          (i) the number of Ordinary Shares that the Selling Party proposes to sell or
          transfer (the “Offered Shares”); (ii) a representation and
          warranty that the Offered Shares are free and clear of all pledges, debts,
          security interests and other third party interests; and (iii) the price that
the           Selling Party intends to receive in respect of the Offered Shares, which
shall           be stated in cash, together with the requested terms of payment thereof.  




        The
Offer shall constitute an irrevocable offer made by the Selling Party to sell to each
Offeree the Offered Shares or to have such Offeree participate in such sale, on a pro-rata
basis all upon the terms specified in the Offer and as described below. 



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        For
the purpose of this Section 1, the pro-rata portion of each Offeree shall mean a fraction
of the Offered Shares of which the aggregate number of shares which are held by such
Offeree immediately prior to the Offer, on an outstanding basis, shall be the numerator,
and the aggregate number of shares which are held at that time by all the Offerees, on an
outstanding basis shall be the denominator. 



        1.3.
          If the Offer specifies that it is contingent upon the purchase of all of the
          Offered Shares, the Selling Party shall be entitled to refuse to transfer the
          Ordinary Shares pursuant to the Offer to an Offeree if, following compliance
          with Section 1.5 below, the Offerees do not wish to purchase all of the Offered
          Shares.  




        1.4.
          Each Offeree will notify the Selling Party whether it (i) wishes to purchase
all           or any portion of such Offeree’s pro-rata portion of the Offered
Shares,           (ii) wishes to participate in the sale to the third party, or (ii) does
not wish           to either purchase the Offered Shares or participate in the sale
thereof. Such           Offeree response must be received by the Selling Party within ten
(10) days           after receipt of the Offer by such Offeree (“Offeree’s
          Notice”).  




        1.5.           If
the aggregate number of Offered Shares accepted by the Offerees is less than
          the number of Offered Shares, then the Selling Party shall send a notice to the
          Offerees who accepted to purchase all the Shares offered to them that shall
          state the number of Offered Shares for which no acceptances were delivered (“Notice
of Remaining Offered Shares”). The Offerees who           received a Notice of
Remaining Offered Shares, may exercise an option to           purchase any of the Offered
Shares for which no acceptances were delivered upon           the terms of the Offer.
Acceptances for purchasing remaining Offered Shares must           be received by the
Selling Party within ten (10) days after receipt by the           relevant Offerees of
the Notice of Remaining Offered Shares.  




        1.6.
          If the number of Offered Shares for which there are acceptances, is in the
          aggregate, equal to the number of Offered Shares, then each of the accepting
          Offerees shall acquire the number of shares for which he delivered notice of
          acceptance.  




        1.7.
          If the number of Offered Shares for which there are acceptances, is in the
          aggregate, more than the number of Offered Shares, then each of the accepting
          Offerees shall acquire the number of shares for which he delivered notice of
          acceptance, and each Offeree who sent acceptance to the Notice of Remaining
          Offered Shares (the “Accepting Offeree”) shall acquire such
          number of the Remaining Offered Shares that is equal to the Remaining Offered
          Shares multiplied by a fraction in which the number of shares held by such
          Accepting Offeree immediately prior to the Offer, on an outstanding basis,
shall           be numerator, and the aggregate number of shares which are held at that
time by           all Accepting Offerees on an outstanding basis shall be the
denominator.  




        1.8.
          The Offered Shares shall become the property of each Offeree who agreed to
          purchase the Offered Shares on the terms specified in the Offer, against
payment           of the consideration as specified in the Offer. If there remain any
Ordinary           Shares that have not been acquired by an Offeree and the Selling Party
has not           exercised its right to refuse to transfer any of the Offered Shares
pursuant to           the Offer (as set forth in Section 2.3), then subject to the Offeree’s
          right under Section 2.9 below, the Selling Party may sell such remaining
          Ordinary Shares or, if it has exercised its right under Section 2.3, all
Offered           Shares to a third party, provided that such sale is consummated (i) in
a bona           fide transaction (ii) at a price that is not lower than that specified
in the           Offer; (iii) subject to payment terms that are no more favorable to the
          purchaser than those specified in the Offer, all within a 90 day period from
the           expiry of the ten (10) day period, and (iv) provided that, if the sale is
not           carried out on the market and the transferee following such purchase will
hold           shares representing three percent (3%) or more of the Company’s
issued and           outstanding share capital, the transferee of the Offered Shares
shall become           party to this Agreement and the New Shareholder Agreement.  



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        1.9.
          If an Offeree wishes to sell or otherwise transfer any or all of such
          Offeree’s Ordinary Shares together with the Offered Shares being sold by
          the Selling Party, such Offeree (the “Tag Along Shareholder”)
          shall, during such 10 day period, have the right to notify the Selling Party of
          its intention to exercise its Tag Along Right pursuant to this Section 1.9 (the
          “Tag Along Notice”). Following the Tag Along Notice, the Tag
          Along Shareholder shall add to the Ordinary Shares being sold by the Selling
          Party to such proposed purchaser thereof (the “Proposed
          Purchaser”) that number of Ordinary Shares which bears the same ratio
          to the total number of Ordinary Shares held by the Tag Along Shareholder, on an
          outstanding basis, as the ratio that the number of the Offered Shares bears to
          the Selling Party’s total number of Ordinary Shares of the Company, on an
          outstanding basis, and upon the same terms and conditions under which the
          Selling Party’s Ordinary Shares shall be sold.  




        In
the event that the Tag Along Shareholder exercises its rights hereunder, the Selling Party
must cause the Proposed Purchaser to add such Ordinary Shares to the Offered Shares to be
purchased by the Proposed Purchaser, as part of the sale agreement, or reduce the number
of Ordinary Shares that it proposes to sell to the Proposed Purchaser (in which case, the
Selling Party and the Tag Along Shareholder will contribute the identical portion of
Ordinary Shares relative to their total shareholdings in the Company, calculated on an
outstanding basis), and either conclude the transaction in accordance with such revised
structure or withdraw from completing the transaction. 



        Notwithstanding
the above said, this Section 1.9 shall not apply to sales by MS of its shares of the
Company. 



        1.10.
          Notwithstanding the foregoing, the provisions of this Section 1 shall not apply
          to any transfer of Ordinary Shares by a Shareholder to its Permitted
          Transferees. For purposes of this Agreement, the term “Permitted
          Transferees” shall mean an entity controlled by, controlling, or under
          common control with the Selling Party or a family member of such Selling Party.
          A transferee by operation of law shall not be considered Permitted Transferee.  







        Notwithstanding
anything set forth above, in the event that a banking institution realizes its pledge over
shares of the Company held by a Shareholder and wishes to sell any or all of such shares,
the other Shareholder whose shares of the Company are not being sold by such banking
institution shall be granted a Right of First Offer with respect to such shares (in
accordance with the provisions of Section 1.8 above) but shall not have the Tag-Along
Right set forth in Section 1.9 above.  



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        1.11.
Notwithstanding anything to the contrary in this Section 1, the Parties acknowledge that
Elbit is a party to that certain Formation Agreement dated July 4, 1993, as amended (the
“Formation Agreement”), whereby Joseph Barath and Hillel Avni (the “Other
Parties”), each a party thereto, are entitled to a right of first refusal with
respect to any transfers of Ordinary Shares of the Company by Elbit. Accordingly, the
Parties agree that if Elbit proposes to sell or transfer any securities of the Company
now or hereafter owned by Elbit to a third party as aforesaid, Elbit shall provide to the
Alon Shareholder and MS (collectively, the “Current Shareholders”) the
written notice required under Section 1.1.1 at the same time as Elbit notifies the Other
Parties under the right of first refusal provisions of the Formation Agreement. In the
event that the Other Parties exercise such right, Elbit’s written notice to the
Current Shareholders shall be deemed to be void. However, Elbit shall notify the Current
Shareholders of the waiver of the foregoing right by the Other Parties or expiration of
the notice period for such Other Parties to fully exercise such right and a failure by
both to fully exercise such right (the “Elbit Notice”), in either case
within two (2) business days of receipt of such waiver or expiration of such notice
period. Within five (5) business days of receipt of the Elbit Notice, the Current
Shareholders shall be entitled to exercise his/its option to purchase the Offered
Securities either according to his/its Pro Rata Fraction of the Offered Securities or any
additional portion of the Offered Securities not taken up in accordance with the
provisions of Section 1.1. Failing such option exercise, such option will lapse and the
Current Shareholders will be deemed to have forfeited his/its first right of refusal to
such Offered Securities. 





         2.       
          Voting at Shareholder Meetings. 



        2.1
At any meeting of the shareholders of the Company at which members of the Company’s
Board of Directors (the “Board”) are to be elected, the parties hereby
agree to vote or act with respect to their shares and the shares for which they hold a
proxy, so as to: 



	 	        (a)
          elect two (2) members of the Board nominated by an Alon Shareholder or any
other           company controlled by Alon, for as long as the Alon Shareholder holds at
least           one million three hundred thirty eight thousand one hundred eleven
(1,338,111)           Ordinary Shares of the Company;  







	 	        (b)
          elect one (1) member of the Board nominated by Elbit, for so long as Elbit
holds           at least one million three hundred thirty eight thousand one hundred
eleven           (1,338,111) Ordinary Shares of the Company;  







	 	        (c)
          elect one (1) member of the Board nominated by MS, for so long as MS holds or,
          has a proxy to vote the Remaining Shares (as defined below), at least one
          million three hundred thirty eight thousand one hundred eleven (1,338,111)
          Ordinary Shares of the Company; and  







	 	        (d)
          elect one (1) member of the Board, who shall also serve as Chairman of the
          Board, who is mutually agreed upon by the parties hereto, with such member
          initially being David Gal.  









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        2.2
Notwithstanding anything to the contrary in this Section 2, in the event David Gal no
longer serves as Chairman of the Board, the parties hereby agree to vote or act with
respect to their shares and the shares for which they hold a proxy, so as to: 





	 	        (a)
          elect two (2) members of the Board nominated by an Alon Shareholder or any
other           company controlled by Alon, one (1) of which shall serve as the Chairman
of the           Board, for as long as the Alon Shareholder holds at least one million
three           hundred thirty eight thousand one hundred eleven (1,338,111) Ordinary
Shares of           the Company;  







	 	        (b)
          elect one (1) member of the Board nominated by Elbit, for so long as Elbit
holds           at least one million three hundred thirty eight thousand one hundred
eleven           (1,338,111) Ordinary Shares of the Company;  







	 	        (c)
          elect one (1) member of the Board nominated by MS, for so long as MS holds or,
          has a proxy to vote the Remaining Shares, at least one million three hundred
          thirty eight thousand one hundred eleven (1,338,111) Ordinary Shares of the
          Company; and  







	 	        (d)
          elect one (1) member of the Board, nominated by a majority of the Board.  







        2.3
In the event that no later than six months prior to the end of the Voting Term (as defined
in the Amendment to the Formation Agreement) Elbit provides notice to Hillel Avni and
Yossef (Joseph) Barath that the Voting Term will terminate on July 3, 2006, then at any
meeting of the shareholders of the Company at which members of the Board are to be
elected, or whenever members of the Board are to be elected by written consent, in each
case occurring prior to the termination of the Voting Term, then, notwithstanding anything
to the contrary contained herein, Elbit and the Alon Shareholder hereby agree to vote or
act with respect to their shares so as to elect Yossef (Joseph) Barath as a member of the
Board for so long as he is entitled to be appointed pursuant to the Formation Agreement. 



        2.4
For the purposes of this Agreement, the term “Remaining Shares” shall mean
1,080,944 Ordinary Shares of the Company held by S.R. Master Investment (2002) Ltd.,
700,540 Ordinary Shares of the Company held by R.D. Master Investment (2002) Ltd. and 182,
405 shares of the Company held by Avner Shacham. 



    3.        Miscellaneous  



        3.1
Further Assurances. Each of the parties hereto shall perform such
further acts and execute such further documents as may reasonably be necessary to carry
out and give full effect to the provisions of this Agreement and the intentions of the
parties as reflected thereby. 



        3.2
Governing Law; Jurisdiction. This Agreement shall be exclusively
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 for Tel Aviv-Jaffa district, and each
of the parties hereby submits irrevocably to the jurisdiction of such court. 



        3.3
Successors and Assigns; Assignment. Except as otherwise expressly
limited herein, the provisions hereof shall inure to the benefit of, and be binding upon,
the successors, assigns, heirs, executors, beneficiaries and administrators of the parties
hereto. 



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        3.4
Entire Agreement; Amendment and Waiver. This Agreement constitutes
the full and entire understanding and agreement between the parties with regard to the
subject matters hereof and thereof. Any term of this Agreement may be amended and the
observance of any term hereof may be waived (either prospectively or retroactively and
either generally or in a particular instance) with the written consent of all the parties
hereto. 



        3.5
Notices, etc. All notices and other communications required or
permitted hereunder to be given to a party to this Agreement shall be in writing and shall
be telecopied or mailed by registered or certified mail, postage prepaid, or otherwise
delivered by hand or by messenger, addressed to such party’s address as set forth
above or at such other address as the party shall have furnished to each other party in
writing in accordance with this provision or such other address with respect to a party as
such party shall notify each other party in writing as above provided. Any notice sent in
accordance with this Section 3.5 shall be effective (i) if mailed, seven (7) business days
after mailing, (ii) if sent by messenger, upon delivery, and (iii) if sent via telecopier,
upon transmission and electronic confirmation of receipt or (if transmitted and received
on a non-business day) on the first business day following transmission and electronic
confirmation of receipt (provided, however, that any notice of change of address shall
only be valid upon receipt). 



        3.6
Delays or Omissions. No delay or omission to exercise any right,
power, or remedy accruing to any party upon any breach or default under this Agreement,
shall 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 of the parties, shall
be cumulative and not alternative. 



        3.7
Severability. If any provision of this Agreement is held by a court
of competent jurisdiction to be unenforceable under applicable law, then such provision
shall be excluded from this Agreement and the remainder of this Agreement shall be
interpreted as if such provision were so excluded and shall be enforceable in accordance
with its terms; provided, however, that in such event this Agreement shall be interpreted
so as to give effect, to the greatest extent consistent with and permitted by applicable
law, to the meaning and intention of the excluded provision as determined by such court of
competent jurisdiction. 



        3.8
Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and enforceable against the
parties actually executing such counterpart, and all of which together shall constitute
one and the same instrument. 



        3.9
Assignability. Subject to Section 1 above, a party’s rights and
obligations pursuant to this Agreement may be transferred or assigned by such Shareholder
to the transferee or assignee to whom all of the shares of the Company then held by such
Shareholder are transferred or assigned in one or more series of transactions, provided
that such transferee becomes party to this Agreement and the New Shareholders Agreement. 



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         4.       
          Effectiveness and Termination. Notwithstanding anything to
          the contrary herein, this Agreement shall only become effective immediately
          prior to the cancellation of the Previous Agreement and shall terminate and be
          of no further force and effect immediately following the New Shareholders
          Agreement becoming effective. 



IN WITNESS WHEREOF, the parties
hereto have executed this Agreement as of the date first written above. 



				
				
				
				
				
	ELBIT LTD.  	ALTRO WARENHANDELS GMBH 
	 
	By:	________________________	By:	________________________
	 
	Name:	________________________	Name:	________________________
	 
	Title:	________________________	Title:	________________________







			
			
			
			
			
	NIR ALON 	NIR ALON HOLDING GMBH 
	_____________________________		
		By:	________________________
	 
	 	Name:	________________________
	 
	 	Title:	________________________






M.S. MASTER INVESTMENTS (2002) LTD.


By: ________________________


Name: ________________________


Title: ________________________ 





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